Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 29, 2018 | |
Entity Registrant Name | Qurate Retail, Inc. | ||
Entity Central Index Key | 1,355,096 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 9 | ||
Common Class A | |||
Entity Common Stock, Shares Outstanding | 405,559,788 | ||
Common Class B | |||
Entity Common Stock, Shares Outstanding | 29,248,343 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 653 | $ 903 |
Trade and other receivables, net | 1,835 | 1,726 |
Inventory, net | 1,474 | 1,411 |
Other current assets | 224 | 125 |
Total current assets | 4,186 | 4,165 |
Investments in equity securities | 96 | 2,363 |
Property and equipment, at cost | 2,685 | 2,564 |
Accumulated depreciation | (1,363) | (1,223) |
Property and equipment, net | 1,322 | 1,341 |
Intangible assets not subject to amortization (note 8): | ||
Goodwill | 7,017 | 7,082 |
Trademarks | 3,895 | 3,929 |
Indefinite Lived Intangible Assets Total | 10,912 | 11,011 |
Intangible assets subject to amortization, net (note 7) | 1,058 | 1,248 |
Other assets, at cost, net of accumulated amortization | 267 | 359 |
Assets of discontinued operations (note 5) | 3,635 | |
Total assets | 17,841 | 24,122 |
Liabilities and Equity | ||
Accounts payable | 1,204 | 1,151 |
Accrued liabilities | 1,182 | 1,125 |
Current portion of debt, including $990 million and $978 million measured at fair value (note 8) | 1,410 | 996 |
Other current liabilities | 155 | 169 |
Total current liabilities | 3,951 | 3,441 |
Long-term debt, including $344 million and $868 million measured at fair value (note 8) | 5,963 | 7,553 |
Deferred income tax liabilities | 1,925 | 2,500 |
Other liabilities | 258 | 242 |
Liabilities of discontinued operations | 303 | |
Total liabilities | 12,097 | 14,039 |
Equity | ||
Additional paid-in capital | 1,043 | |
Accumulated other comprehensive earnings (loss), net of taxes | (55) | (133) |
Retained earnings | 5,675 | 9,068 |
Total stockholders' equity | 5,624 | 9,984 |
Noncontrolling interests in equity of subsidiaries | 120 | 99 |
Total equity | 5,744 | 10,083 |
Total liabilities and equity | 17,841 | 24,122 |
Common Class A | ||
Equity | ||
Common stock value | 4 | 5 |
Total equity | $ 4 | 5 |
Liberty Ventures common stock | Common Class A | ||
Equity | ||
Common stock value | 1 | |
Total equity | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt, Fair Value | $ 990 | $ 978 |
Long-term Debt, Fair Value | $ 344 | $ 868 |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Class A | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 409,901,058 | 449,335,940 |
Common stock, shares outstanding | 409,901,058 | 449,335,940 |
Common Class A | Liberty Ventures common stock | ||
Common stock, par or stated value per share | $ 0.01 | |
Common stock, shares authorized | 400,000,000 | |
Common stock, shares issued | 81,686,659 | |
Common stock, shares outstanding | 81,686,659 | |
Common Class B | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 29,248,343 | 29,203,895 |
Common stock, shares outstanding | 29,248,343 | 29,203,895 |
Common Class B | Liberty Ventures common stock | ||
Common stock, par or stated value per share | $ 0.01 | |
Common stock, shares authorized | 15,000,000 | |
Common stock, shares issued | 4,455,311 | |
Common stock, shares outstanding | 4,455,311 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Total revenue, net | $ 14,070 | $ 10,404 | $ 10,647 |
Operating costs and expenses: | |||
Cost of retail sales (exclusive of depreciation shown separately below) | 9,209 | 6,789 | 6,908 |
Operating expenses | 970 | 659 | 707 |
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,897 | 1,188 | 1,190 |
Impairment of intangible assets and long lived assets | 33 | ||
Depreciation and amortization | 637 | 725 | 874 |
Total operating costs and expenses | 12,746 | 9,361 | 9,679 |
Operating income (loss) | 1,324 | 1,043 | 968 |
Other income (expense): | |||
Interest expense | (381) | (355) | (363) |
Share of earnings (losses) of affiliates, net | (162) | (200) | (68) |
Realized and unrealized gains (losses) on financial instruments, net (note 6) | 76 | 145 | 414 |
Gains (losses) on transactions, net | 1 | 410 | 9 |
Tax sharing income (expense) with GCI Liberty | 32 | ||
Other, net | (7) | 7 | 131 |
Total other income (expense) | (441) | 7 | 123 |
Earnings (loss) from continuing operations before income taxes | 883 | 1,050 | 1,091 |
Income tax (expense) benefit | (60) | 985 | (316) |
Earnings (loss) from continuing operations | 823 | 2,035 | 775 |
Earnings (loss) from discontinued operations, net of taxes | 141 | 452 | 499 |
Net earnings (loss) | 964 | 2,487 | 1,274 |
Less net earnings (loss) attributable to the noncontrolling interests | 48 | 46 | 39 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | 916 | 2,441 | 1,235 |
Qurate Retail | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 674 | $ 1,208 | $ 473 |
Earnings (Loss) Per Common Share | |||
Income (Loss) from Continuing Operations, Per Basic Share | $ 1.46 | $ 2.71 | $ 0.99 |
Income (Loss) from Continuing Operations, Per Diluted Share | 1.45 | 2.70 | 0.98 |
Earnings Per Share, Basic | 1.46 | 2.71 | 0.99 |
Earnings Per Share, Diluted | $ 1.45 | $ 2.70 | $ 0.98 |
Liberty Ventures common stock | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 242 | $ 1,233 | $ 762 |
Earnings (Loss) Per Common Share | |||
Income (Loss) from Continuing Operations, Per Basic Share | $ 1.17 | $ 14.34 | $ 5.54 |
Income (Loss) from Continuing Operations, Per Diluted Share | 1.16 | 14.17 | 5.49 |
Earnings Per Share, Basic | 2.81 | 14.34 | 5.69 |
Earnings Per Share, Diluted | $ 2.78 | $ 14.17 | $ 5.64 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 964 | $ 2,487 | $ 1,274 |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | (48) | 134 | (84) |
Recognition of previously unrealized losses (gains) on debt, net, Net-of-tax amount | 16 | ||
Share of other comprehensive earnings (losses) of equity affiliates | (2) | 3 | (5) |
Comprehensive earnings (loss) attributable to debt credit risk adjustments | 38 | ||
Other | 4 | ||
Other comprehensive earnings (loss) | 4 | 137 | (85) |
Comprehensive earnings (loss) | 968 | 2,624 | 1,189 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 50 | 50 | 40 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 918 | $ 2,574 | $ 1,149 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 964 | $ 2,487 | $ 1,274 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
(Earnings) loss from discontinued operations | (141) | (452) | (499) |
Depreciation and amortization | 637 | 725 | 874 |
Stock-based compensation | 88 | 123 | 97 |
Cash payments for stock-based Compensation | (92) | ||
Noncash interest expense | 6 | 12 | |
Share of (earnings) losses of affiliates, net | 162 | 200 | 68 |
Cash receipts from returns on equity investments | 29 | 31 | |
Realized and unrealized (gains) losses on financial instruments, net | (76) | (145) | (414) |
(Gains) losses on transactions, net | (1) | (410) | (9) |
(Gains) Losses on extinguishment of debt | 24 | 6 | |
Deferred income tax expense (benefit) | (185) | (1,157) | 191 |
Other, net | 36 | 10 | (115) |
Changes in operating assets and liabilities | |||
Current and other assets | (27) | (145) | 136 |
Payables and other liabilities | (214) | 225 | (117) |
Net cash provided (used) by operating activities | 1,443 | ||
Net cash provided (used) by operating activities | 1,273 | 1,490 | |
Cash flows from investing activities: | |||
Cash (paid) for acquisitions, net of cash acquired | 22 | ||
Cash proceeds from dispositions of investments | 562 | 3 | 353 |
Investments in and loans to cost and equity investees | (100) | (159) | (86) |
Capital expended for property and equipment | (275) | (204) | (233) |
Purchases of short-term and other marketable securities | (264) | ||
Sales of short term and other marketable securities | 1,174 | ||
Other investing activities, net | (140) | (53) | (36) |
Net cash provided (used) by investing activities | 908 | ||
Net cash provided (used) by investing activities | 47 | (391) | |
Cash flows from financing activities: | |||
Borrowings of debt | 4,221 | 2,469 | 3,427 |
Repayments of debt | (4,395) | (2,631) | (4,498) |
GCI Liberty Split-Off | (475) | ||
Repurchases of Qurate Retail common stock | (988) | (765) | (799) |
Withholding taxes on net settlements of stock-based compensation | (29) | (70) | (16) |
Indemnification payment from GCI Liberty, Inc. | 133 | ||
Distribution from Liberty Expedia Holdings | 299 | ||
Other financing activities, net | (41) | (39) | 15 |
Net cash provided (used) by financing activities | (1,574) | (1,036) | (1,572) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 2 | 13 | (20) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (252) | 76 | (1,624) |
Cash, cash equivalents and restricted cash at beginning of period | 912 | 836 | 2,460 |
Cash, cash equivalents and restricted cash at end of period | $ 660 | $ 912 | 836 |
Net Cash Provided (Used) by discontinued operations: | |||
Net cash provided by (used in) operating activities, discontinued operations | 17 | ||
Net cash provided by (used in) investing activities, discontinued operations | (2,400) | ||
Net Cash Provided by (Used in) Discontinued Operations | $ (2,383) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Equity - USD ($) shares in Millions, $ in Millions | Liberty Ventures common stockCommon Class A | Common Class A | Additional Paid-In Capital | Accumulated Other Comprehensive Earnings | Retained Earnings | Noncontrolling Interest In Equity Of Subsidiaries | Total |
Balance at Dec. 31, 2015 | $ 1 | $ 5 | $ 370 | $ (215) | $ 6,626 | $ 88 | $ 6,875 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 1,235 | 39 | 1,274 | ||||
Other comprehensive income (loss) | (86) | 1 | (85) | ||||
Stock compensation | 89 | 89 | |||||
Series A Qurate Retail stock repurchases | (799) | (799) | |||||
Distribution to noncontrolling interest | (39) | (39) | |||||
Stock issued upon exercise of stock options | 24 | 24 | |||||
Withholding taxes on net share settlements of stock-based compensation | (16) | (16) | |||||
Cumulative effect of accounting change (note 2) | 5 | 5 | |||||
Distribution of Liberty Expedia Holdings | 35 | (493) | (458) | ||||
Prior Period Reclassification Adjustment | 341 | (341) | |||||
Other | (9) | (9) | |||||
Balance at Dec. 31, 2016 | 1 | 5 | (266) | 7,032 | 89 | 6,861 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 2,441 | 46 | 2,487 | ||||
Other comprehensive income (loss) | 133 | 4 | 137 | ||||
Stock compensation | 123 | 123 | |||||
Series A Qurate Retail stock repurchases | (765) | (765) | |||||
Distribution to noncontrolling interest | (40) | (40) | |||||
Stock issued upon exercise of stock options | 5 | 5 | |||||
Withholding taxes on net share settlements of stock-based compensation | (70) | (70) | |||||
Issuance of Series A Qurate Retail stock in connection HSN acquisition | 1,343 | 1,343 | |||||
Reclassification | 405 | (405) | |||||
Other | 2 | 2 | |||||
Balance at Dec. 31, 2017 | $ 1 | 5 | 1,043 | (133) | 9,068 | 99 | 10,083 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 916 | 48 | 964 | ||||
Other comprehensive income (loss) | 2 | 2 | 4 | ||||
Stock compensation | 88 | 88 | |||||
Series A Qurate Retail stock repurchases | (1) | (987) | (988) | ||||
Distribution to noncontrolling interest | (40) | (40) | |||||
Stock issued upon exercise of stock options | 5 | 5 | |||||
Withholding taxes on net share settlements of stock-based compensation | $ (29) | (29) | |||||
Cumulative effect of accounting change (note 2) | 76 | (70) | 6 | ||||
Reattribution of the Ventures Group to the Qurate Retail ( In shares) | (1) | 1 | |||||
GCI Liberty split-off | $ (4,358) | 11 | (4,347) | ||||
Reclassification | 4,239 | (4,239) | |||||
Other | $ (2) | (2) | |||||
Balance at Dec. 31, 2018 | $ 4 | $ (55) | $ 5,675 | $ 120 | $ 5,744 |
Basis Of Presentation
Basis Of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements | |
Basis of Presentation | (1) Basis of Presentation The accompanying consolidated financial statements include the accounts of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation prior to the Transactions (defined and described below), or “Liberty”) and its controlled subsidiaries (collectively, "Qurate Retail," the "Company," “we,” “us,” and “our”) unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and online commerce industries in North America, Europe and Asia. On July 22, 2016, Qurate Retail completed the spin-off (the “CommerceHub Spin-Off”) of its former wholly-owned subsidiary CommerceHub, Inc. (“CommerceHub”) to holders of its Liberty Ventures common stock. The CommerceHub Spin-Off was accomplished by the distribution by Qurate Retail of a dividend of (i) 0.1 of a share of CommerceHub’s Series A common stock for each outstanding share of Qurate Retail’s Series A Liberty Ventures common stock as of 5:00 p.m., New York City time, on July 8, 2016 (such date and time, the “Record Date”), (ii) 0.1 of a share of CommerceHub’s Series B common stock for each outstanding share of Qurate Retail’s Series B Liberty Ventures common stock as of the Record Date and (iii) 0.2 of a share of CommerceHub’s Series C common stock for each outstanding share of Series A and Series B Liberty Ventures common stock as of the Record Date, in each case, with cash paid in lieu of fractional shares. In September 2016, the IRS completed its review of the CommerceHub Spin-Off and informed Qurate Retail that it agreed with the nontaxable characterization of the transaction. Qurate Retail received an Issue Resolution Agreement from the Internal Revenue Service (“IRS”) documenting this conclusion. CommerceHub is included in Qurate Retail’s Corporate and other segment through July 22, 2016 and is not presented as a discontinued operation as the CommerceHub Spin-Off did not have a major effect on Qurate Retail’s operations and financial results. On November 4, 2016, Qurate Retail completed the split-off (the “Expedia Holdings Split-Off”) of its former wholly-owned subsidiary Liberty Expedia Holdings, Inc. (“Expedia Holdings”) to holders of its Liberty Ventures common stock. At the time of the Expedia Holdings Split-Off, Expedia Holdings was comprised of, among other things, Qurate Retail’s former interest in Expedia Group, Inc., formerly known as Expedia, Inc. (“Expedia”) and Qurate Retail’s former wholly-owned subsidiary Bodybuilding. On November 2, 2016, Expedia Holdings borrowed $350 million under a new margin loan and distributed $299 million, net of certain debt related costs, to Qurate Retail on November 4, 2016. The Expedia Holdings Split-Off was accomplished by the redemption of (i) 0.4 of each outstanding share of Qurate Retail’s Series A Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series A common stock at 5:00 p.m., New York City time, on November 4, 2016 (such date and time, the “Redemption Date”) and (ii) 0.4 of each outstanding share of Qurate Retail’s Series B Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series B common stock on the Redemption Date, in each case, with cash paid in lieu of any fractional shares of Liberty Ventures common stock or Expedia Holdings common stock (after taking into account all of the shares owned of record by each holder thereof, as applicable). In February 2017, the IRS completed its review of the Expedia Holdings Split-Off and informed Qurate Retail that it agreed with the nontaxable characterization of the transaction. Qurate Retail received an Issue Resolution Agreement from the IRS documenting this conclusion. Qurate Retail viewed Expedia and Bodybuilding as separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative analysis, the split-off of Qurate Retail’s interest in Expedia had a major effect on Qurate Retail’s operations, primarily due to one-time gains on transactions recognized by Expedia in 2015. Accordingly, the consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Expedia as a discontinued operation. The disposition of Bodybuilding as part of the Expedia Holdings Split-Off does not have a major effect on Qurate Retail’s historical results nor is it expected to have a major effect on Qurate Retail’s future operations. Accordingly, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Qurate Retail. Bodybuilding is included in the Corporate and other segment through November 4, 2016. Pursuant to a reimbursement agreement entered into in connection with the Expedia Holdings Split-Off, Qurate Retail reimbursed Expedia, a related party prior to the Expedia Holdings Split-Off, $4 million during October 2016, thereby settling the reimbursement agreement. Prior to the Transactions (described and defined below), the Company utilized tracking stocks in its capital structure. A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Qurate Retail had two tracking stocks—QVC Group common stock and Liberty Ventures common stock, which were intended to track and reflect the economic performance of the businesses, assets and liabilities attributed to the QVC Group and the Ventures Group, respectively. The QVC Group was comprised of the Company’s wholly-owned subsidiaries QVC, zulily, HSN and Cornerstone, among other assets and liabilities. The Ventures Group was comprised of businesses not included in the QVC Group including Evite, Inc. (“Evite”) and our interests in Liberty Broadband Corporation (“Liberty Broadband”), LendingTree, Inc. (“LendingTree”), investments in Charter Communications, Inc. (“Charter”) and ILG, Inc. (“ILG”), among other assets and liabilities. The Company’s results are attributed to the QVC Group and the Ventures Group through March 9, 2018. On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN, Inc. it did not already own in an all-stock transaction making HSN, Inc. a wholly-owned subsidiary. HSN, Inc. stockholders (other than Qurate Retail) received fixed consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each share of HSN, Inc. common stock. Qurate Retail issued 53.6 million shares QVCA common stock to HSN, Inc. stockholders. On December 31, 2018, Qurate Retail transferred our 100% ownership interest in HSN to QVC, Inc. through a transaction among entities under common control. References throughout this annual report to “QVC” refer to QVC, Inc., which includes HSN, QVC U.S. and QVC International. Cornerstone remains a subsidiary of Qurate Retail. On March 9, 2018, Qurate Retail completed the transactions contemplated by the Agreement and Plan of Reorganization (as amended, the “Reorganization Agreement,” and the transactions contemplated thereby, the “Transactions”) among General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Qurate Retail (“LI LLC”). Pursuant to the Reorganization Agreement, GCI amended and restated its articles of incorporation (which resulted in GCI being renamed GCI Liberty, Inc. (“GCI Liberty”)) and effected a reclassification and auto conversion of its common stock. After market close on March 8, 2018, Qurate Retail’s board of directors approved the reattribution of certain assets and liabilities from Qurate Retail’s Ventures Group to its QVC Group, which was effective immediately. The reattributed assets and liabilities included cash, Qurate Retail’s interest in ILG, certain green energy investments, LI LLC’s exchangeable debentures, and certain tax benefits. Following these events, Qurate Retail acquired GCI Liberty through a reorganization in which certain Qurate Retail interests, assets and liabilities attributed to the Ventures Group were contributed (the “contribution”) to GCI Liberty in exchange for a controlling interest in GCI Liberty. Qurate Retail and LI LLC contributed to GCI Liberty their entire equity interest in Liberty Broadband, Charter, and LendingTree, the Evite operating business and other assets and liabilities attributed to Qurate Retail’s Venture Group (following the reattribution), in exchange for (a) the issuance to LI LLC of a number of shares of GCI Liberty Class A Common Stock and a number of shares of GCI Liberty Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty. Following the contribution, Qurate Retail effected a tax-free separation of its controlling interest in the combined company (the “GCI Liberty Split-Off”), GCI Liberty, to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock, in which each outstanding share of Series A Liberty Ventures common stock was redeemed for one share of GCI Liberty Class A common stock and each outstanding share of Series B Liberty Ventures common stock was redeemed for one share of GCI Liberty Class B common stock. Simultaneous with the closing of the Transactions, QVC Group common stock became the only outstanding common stock of Qurate Retail, and thus QVC Group common stock ceased to function as a tracking stock. On April 9, 2018, Liberty Interactive Corporation was renamed Qurate Retail, Inc. On May 23, 2018, Qurate Retail amended its charter to eliminate the tracking stock capitalization structure and reclassify each share of QVC Group common stock into one share of the corresponding series of new common stock of Qurate Retail. Throughout this annual report, we refer to our Series A and Series B common stock as “Qurate Retail common stock” and “QVC Group common stock.” In July 2018, the Internal Revenue Service (“IRS”) completed its review of the GCI Liberty Split-Off and informed Qurate Retail that it agreed with the nontaxable characterization of the transactions. Qurate Retail received an Issue Resolution Agreement from the IRS documenting this conclusion. On October 17, 2018, Qurate Retail announced a series of initiatives designed to better position its HSN and QVC U.S. businesses (“QRG Initiatives”). As part of the QRG Initiatives, QVC will close its fulfillment center in Lancaster, Pennsylvania and has entered into an agreement to lease a new fulfillment center in Bethlehem, Pennsylvania, commencing in 2019 (see note 15). Qurate Retail recorded transaction related costs of $41 million during the year ended December 31, 2018 related to the QRG Initiatives, which primarily related to severance costs. Qurate Retail and Liberty Media Corporation (“LMC”) (for accounting purposes a related party of Qurate Retail) entered into certain agreements in order to govern certain of the ongoing relationships between the two companies. These agreements include a reorganization agreement, a services agreement (the “Services Agreement”), a facilities sharing agreement (the “Facilities Sharing Agreement”) and a tax sharing agreement (the “Tax Sharing Agreement”). Qurate Retail and GCI Liberty (for accounting purposes a related party of Qurate Retail) entered into a tax sharing agreement. The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and LMC and other agreements related to tax matters. Qurate Retail is party to on-going discussions with the IRS under the Compliance Assurance Process audit program. The IRS may propose adjustments that relate to tax attributes allocated to and income allocable to LMC. Any potential outcome associated with any proposed adjustments would be covered by the Tax Sharing Agreement and are not expected to have any impact on Qurate Retail's financial position. Pursuant to the Services Agreement, LMC will provide Qurate Retail with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail will reimburse LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. Under the Facilities Sharing Agreement, Qurate Retail will share office space with LMC and related amenities at LMC's corporate headquarters. Under these various agreements approximately $8 million, $11 million and $10 million of these allocated expenses were reimbursed from Qurate Retail to LMC for the years ended December 31, 2018, 2017 and 2016, respectively. Qurate Retail has a tax sharing payable to GCI Liberty in the amount of approximately $103 million as of December 31, 2018, the majority of which is included in Other liabilities in the consolidated balances sheets, with the exception of $37 million, which is included in Other current liabilities on the consolidated balance sheets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Significant Accounting Policies [Text Block] | (2) Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition. Receivables Receivables are reflected net of an allowance for doubtful accounts and sales returns. A provision for bad debts is provided as a percentage of accounts receivable based on historical experience and included in selling, general and administrative expense. A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of retail sales. A summary of activity in the allowance for doubtful accounts is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 2016 $ 87 109 (1) (96) 99 Inventory Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. Cost is determined by the average cost method, which approximates the first-in, first-out method. Assessments about the realizability of inventory require the Company to make judgments based on currently available information about the likely method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated recoverable values of each disposition category. Inventory is stated net of inventory obsolescence reserves of $151 million and $93 million for the years ended December 31, 2018 and 2017, respectively. Investments All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The total value of equity securities for which the Company has elected the fair value option aggregated zero and $2,275 million as of December 31, 2018 and 2017, respectively. For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used, except in situations where the fair value option has been selected. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company's share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company's investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag. The Company performs a qualitative assessment each reporting period for its equity securities without readily determinable fair values to identify whether an equity security could be impaired. When our qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investment and to the extent the fair value is less than the carrying value, we record the difference as an impairment in the consolidated statements of operations. Derivative Instruments and Hedging Activities All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2018 2017 amounts in millions Land $ 128 108 Buildings and improvements 1,194 1,165 Support equipment 1,302 1,240 Projects in progress 61 51 Total property and equipment $ 2,685 2,564 Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses, if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 15 years for support equipment and 8 to 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $211 million, $176 million and $171 million, respectively. Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. In January 2017, the FASB issued new accounting guidance to simplify the measurement of goodwill impairment. Under the new guidance, an entity no longer performs a hypothetical purchase price allocation to measure goodwill impairment. Instead, a goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit. The Company early adopted this guidance during the fourth quarter of 2017. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Qurate Retail's valuation analyses are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. Noncontrolling Interests The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings in stockholders' equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations. Revenue Recognition In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers (“ASU 2014-09” or “ASC 606”). The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. On January 1, 2018, the Company adopted the revenue accounting standard using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis. Refer to the table below for the adoption of this guidance. Balance at Adjustments Balance at December 31, Due to ASU January 1, 2017 2014-09 2018 in millions Assets: Inventory, net $ Other current assets $ Liabilities: Other current liabilities $ Deferred income tax liabilities $ Equity: Retained earnings $ In accordance with the new revenue standard requirements, the following table illustrates the impact on our reported results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1, 2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were no additional material adjustments to our consolidated balance sheet as of December 31, 2018. As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ Cost of retail sales $ Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ Operating expense $ Income tax (expense) benefit $ Net income $ The effect of changes of adoption is primarily due to changes in the timing of revenue recognition and the classification of credit card income for the QVC-branded credit card and the HSN-branded credit card. For the year ended December 31, 2018, revenue is recognized at the time of shipment to our customers consistent with when control passes and credit card income is recognized in revenue. For the year ended December 31, 2017, revenue was recognized at the time of delivery to the customers and deferred revenue, as well as inventory and related expenses, were recorded to account for the shipments in-transit. In addition, credit card income was recognized as an offset to selling, general and administrative expenses. The Company also recognized a separate $121 million asset (included in other current assets) relating to the expected return of inventory and a $266 million liability (included in other current liabilities) relating to its sales return reserve at December 31, 2018, instead of the net presentation that was used at December 31, 2017. Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2018 QVC U.S. QVC Int'l HSN zulily Corp and other Total in millions Home $ 2,265 1,023 910 511 791 5,500 Apparel 1,140 453 183 684 180 2,640 Beauty 1,040 640 286 50 — 2,016 Accessories 772 273 161 472 — 1,678 Electronics 674 119 455 18 — 1,266 Jewelry 324 213 149 53 — 739 Other revenue 134 17 58 29 (7) 231 Total Revenue $ 6,349 2,738 2,202 1,817 964 14,070 Consumer Product Revenue and Other Revenue. Qurate Retail's revenue includes sales of consumer products in the following categories: home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs. Other revenue consists primarily of income generated from our company branded credit cards in which a large consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics of the credit card program. Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns. The Company recognizes revenue related to its company branded credit cards over time as the credit cards are used by Qurate Retail's customers. Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company has elected to treat shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company accrues the related shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities are treated as fulfillment costs. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Significant Judgments. Qurate Retail’s products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The Company has determined that it is the principal in vendor arrangements as the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these arrangements on a gross basis. An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The total reduction in sales due to returns for the years ended December 31, 2018, 2017 and 2016 aggregated $2,434 million, $1,861 million and $1,865 million, respectively. Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue. A summary of activity in the allowance for sales returns, is as follows: Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2018 (1) $ 267 2,281 (2,282) - 266 2017 $ 98 1,027 (1,023) 35 137 2016 $ 106 1,051 (1,060) - 98 (1) Amounts in 2018 include the impact of adoption of ASC 606. Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. Stock-Based Compensation As more fully described in note 12, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $88 million, $123 million and $97 million for the years ended December 31, 2018, 2017 and 2016, respectively, included in selling, general and administrative expense in the accompanying consolidated statements of operations. In March 2016, the FASB issued new guidance which simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this guidance in the third quarter of 2016. In accordance with the new guidance, excess tax benefits and tax deficiencies are recognized as income tax benefit or expense rather than as additional paid-in capital. The Company has elected to recognize forfeitures as they occur rather than continue to estimate expected forfeitures. In addition, pursuant to the new guidance, excess tax benefits are classified as an operating activity on the consolidated statements of cash flows. The recognition of excess tax benefits and deficiencies are applied prospectively from January 1, 2016. For tax benefits that were not previously recognized and for adjustments to compensation cost based on actual forfeitures, the Company has recorded a cumulative-effect adjustment in retained earnings as of January 1, 2016. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations. In October 2016, the FASB issued new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This accounting update, which is part of the FASB's simplification initiative, is intended to reduce diversity in practice and the complexity of tax accounting, particularly for those transfers involving intellectual property. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The Company adopted this guidance during the first quarter of 2018, and there was no significant effect of the standard on its consolidated financial statements. Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2018 2017 2016 Qurate Retail Net earnings (loss) from continuing operations $ 674 1,208 473 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ 101 781 263 Net earnings (loss) from discontinued operations $ 141 452 499 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) attributable to such common stock by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2018, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018, 2017 and 2016 are approximately 25 million, 20 million and 13 million potential common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2018 2017 2016 number of shares in millions Basic WASO 462 445 476 Potentially dilutive shares 3 3 5 Diluted WASO 465 448 481 Series A and Series B Liberty Ventures Common Stock EPS for all periods through December 31, 2018, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018, 2017, and 2016 are less than a million potential common shares because their inclusion would be antidilutive. Years ended December 31, 2018 (1) 2017 2016 number of shares in millions Basic WASO 86 86 134 Potentially dilutive shares 1 1 1 Diluted WASO 87 87 135 (1) All of the outstanding shares of Liberty Ventures Series A and B common stock were redeemed for GCI Liberty Series A and B common stock as a result of the GCI Liberty Split-Off on March 9, 2018. Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with the current year presentation. As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital balance was in a deficit position in certain quarterly periods during the year ended December 31, 2018. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit ($4,239 million) at December 31, 2018 to retained earnings. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. New Accounting Pronouncements Not Yet Adopted Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued new guidance which addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive income (loss). The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. Leases. In February 2016, the FASB issued new guidance which revises the accounting for leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new guidance also simplifies the accounting for sale and leaseback transactions. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. We plan to adopt this guidance on January 1, 2019 utilizing the modified retrospective transition approach and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our determination regarding whether a contract contains a lease and any initial indirect costs that had existed prior to the adoption of this new standard. The Company will also elect to combine both lease and non-lease components and elect to expense all short-term leases with a term of less than 12 months and not record a related right of use asset and lease liability on the consolidated balance sheet. The Company expects that the discounted amount of operating leases in note 15 to the accompanying consolidated financial statements will be recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheet upon adoption of the new standard. The Company does not expect the adoption of the new standard to have a material impact on the remaining consolidated financial statements. Internal-Use Software. In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Disclosures to Consolidated Statements of Cash Flow [Abstract] | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | (3) Supplemental Disclosures to Consolidated Statements of Cash Flows Years ended December 31, 2018 2017 2016 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ (11) 956 — Intangible assets not subject to amortization — 1,577 7 Intangible assets subject to amortization (4) 651 (40) Net liabilities assumed 10 (977) — Deferred tax assets (liabilities) 5 (281) 33 Fair value of equity consideration — (1,948) — Cash paid (received) for acquisitions, net of cash acquired $ — (22) — Cash paid for interest $ 362 343 354 Cash paid for income taxes $ 226 158 204 In November 2016, the FASB issued new accounting guidance which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this guidance during the first quarter of 2018 and has reclassified prior period balances in cash and cash equivalents within the consolidated statements of cash flows in order to conform with current period presentation. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows: December 31, December 31, 2018 2017 in millions Cash and cash equivalents $ Restricted cash included in other current assets Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 0 (4) Acquisitions On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN it did not already own in an all-stock transaction making HSN a wholly-owned subsidiary, attributed to the QVC Group. HSN shareholders (other than Qurate Retail) received fixed consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each share of HSN common stock. Qurate Retail issued 53.6 million shares QVCA common stock to HSN shareholders. In conjunction with application of acquisition accounting, we recorded a full step up in basis of HSN which resulted in a $409 million gain. The fair market value of our ownership interest previously held in HSN ($605 million) was determined based on the trading price of QVCA common stock on the date of the acquisition (Level 1) less a control premium. The market value of the shares of QVCA common stock issued to HSN shareholders ($1.3 billion) was determined based on the trading price of QVCA common stock on the date of the acquisition. The total equity value of the transaction was $1.9 billion. With the exception of $43 million of severance-related costs incurred on December 30, 2017, HSN’s results of operations are not included in our consolidated operating results for the year ended December 31, 2017, as the final two days of the period were considered immaterial. The purchase price allocation for HSN is as follows (amounts in millions): Cash and cash equivalents $ Property and equipment 220 Other assets 772 Goodwill 936 Trademarks Intangible assets subject to amortization 598 Accounts payable & accrued liabilities Debt Other liabilities assumed Deferred tax liabilities $ 1,948 Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships. Intangible assets acquired during 2017 were comprised of customer relationships of $421 million with a weighted average life of approximately 9 years, capitalized software of $16 million with a weighted average life of approximately 1 year, and technology of $161 million with a weighted average life of approximately 7 years. None of the acquired goodwill is expected to be deductible for tax purposes. Subsequent to December 31, 2017, the preliminary purchase price allocation was adjusted, resulting in an increase of $6 million to property and equipment, $20 million to other assets, $4 million to accounts payable and accrued liabilities, $7 million to debt, $1 million to other liabilities assumed, and corresponding decreases of $14 million to goodwill, $4 million to deferred tax liabilities and $4 million to intangible assets subject to amortization. As of December 31, 2018, the valuation related to the acquisition of HSN and the acquisition price allocation are final. Included in net earnings (loss) from continuing operations for the year ended December 31, 2017 is $43 million related to HSN’s operations since the date of acquisition, which is primarily related to severance cost post acquisition. Of the $43 million, $38 million related to HSN ($8 million of which related to stock-based compensation expense and is included in Selling, general and administrative, including stock-based compensation expense in the consolidated statements of operations) and $5 million related to Cornerstone. The pro forma revenue and net earnings from continuing operations of Qurate Retail, prepared utilizing the historical financial statements of HSN, giving effect to purchase accounting related adjustments made at the time of acquisition, as if the transaction discussed above occurred on January 1, 2016, are as follows: Years Ended December 31, 2017 2016 amounts in millions (unaudited) Revenue $ 13,791 14,220 Net earnings (loss) from continuing operations $ 2,200 1,258 The pro forma information is not representative of Qurate Retail’s future financial position, future results of operations or future cash flows nor does it reflect what Qurate Retail’s financial position, results of operations or cash flows would have been as if the transaction had happened previously and Qurate Retail controlled HSN during the periods presented. The pro forma information includes a nonrecurring adjustment for transaction costs incurred as a result of the acquisition. |
Disposals
Disposals | 12 Months Ended |
Dec. 31, 2018 | |
Disposals [Abstract] | |
Disposals | (5) Disposals Disposals - Presented as Discontinued Operations On November 4, 2016, Qurate Retail completed the Expedia Holdings Split-Off. Expedia Holdings is comprised of, among other things, Qurate Retail’s former interest in Expedia and Qurate Retail’s former wholly-owned subsidiary Bodybuilding. Qurate Retail views Expedia and Bodybuilding as separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative analysis, the split-off of Qurate Retail’s interest in Expedia had a major effect on Qurate Retail’s operations, primarily due to prior year one-time gains on transactions recognized by Expedia. Accordingly, the consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Expedia as a discontinued operation. The disposition of Bodybuilding as part of the Expedia Holdings Split-Off does not have a major effect on Qurate Retail’s historical results nor is it expected to have a major effect on Qurate Retail’s future operations. Accordingly, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Qurate Retail. See “Disposals – Not Presented as Discontinued Operations” below for additional information regarding Bodybuilding. On March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. At the time of the GCI Liberty Split-Off, GCI Liberty was comprised of, among other things, GCI Liberty’s legacy business, Qurate Retail’s former interest in Liberty Broadband, Charter and LendingTree, and Qurate Retail’s former wholly-owned subsidiary Evite. Qurate Retail viewed Liberty Broadband, LendingTree and Evite as separate components and evaluated them separately for discontinued operations presentation. As Qurate Retail’s former interest in Charter was accounted for as an available for sale investment it did not meet the definition of a component for discontinued operation presentation. The disposition of Liberty Broadband was considered significant to the overall financial statements. Accordingly, the accompanying consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Liberty Broadband as a discontinued operation for the years ended December 31, 2018, 2017 and 2016. The disposition of LendingTree and Evite as part of the GCI Liberty Split-Off does not have a major effect on Qurate Retail’s historical or future results. Accordingly, LendingTree and Evite are not presented as discontinued operations in the accompanying consolidated financial statements of Qurate Retail. LendingTree and Evite are included in the Corporate and other segment through March 8, 2018. See “Disposals – Not Presented as Discontinued Operations” below for additional information regarding Evite and LendingTree. Certain financial information for the Company’s investment in Liberty Broadband, which is included in the discontinued operations line items of the consolidated Qurate Retail balance sheets as of December 31, 2017, is as follows (amounts in millions): December 31, 2017 Investment in Liberty Broadband measured at fair value $ Deferred income tax liabilities $ Certain financial information for Qurate Retail’s investment in Expedia, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Year ended December 31, 2016 Earnings (loss) before income taxes $ 24 Income tax (expense) benefit $ (4) Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Years ended December 31, 2018 2017 2016 Earnings (loss) before income taxes $ 187 473 761 Income tax (expense) benefit $ (46) (21) (282) The combined impact from discontinued operations, discussed above, is as follows: Years ended December 31, 2018 2017 2016 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ 1.64 5.26 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ 1.62 5.20 Prior to the GCI Liberty Split-Off, Qurate Retail accounted for the investment in Liberty Broadband at its fair value. Accordingly, Liberty Broadband’s assets, liabilities and results of operations were not included in Qurate Retail’s consolidated financial statements. Summary financial information for Liberty Broadband for the periods prior to the GCI Liberty Split-Off is as follows: December 31, 2017 amounts in millions Current assets $ 84 Total assets $ 11,932 Current liabilities $ 11 Total liabilities $ 1,445 Equity $ 10,487 Year ended December 31, 2017 2016 amounts in millions Operating income $ (25) (21) Share of earnings (loss) of affiliate $ 2,509 642 Gain (loss) on dilution of investment in affiliate $ (18) 771 Income tax (expense) benefit $ (417) (558) Net earnings (loss) attributable to Liberty Broadband shareholders $ 2,034 917 Disposals – Not Presented as Discontinued Operations On July 22, 2016, Qurate Retail completed the CommerceHub Spin-Off. CommerceHub is included in the Corporate and other segment through July 22, 2016 and is not presented as a discontinued operation as the CommerceHub Spin-Off did not have a major effect on Qurate Retail’s operations and financial results. Included in Total revenue, net in the accompanying consolidated statements of operations is $51 million for the year ended December 31, 2016, related to CommerceHub. Included in Net earnings (loss) in the accompanying consolidated statements of operations are earnings of $5 million for the year ended December 31, 2016, related to CommerceHub. As discussed above, on November 4, 2016, Qurate Retail completed the Expedia Holdings Split-Off. Although Qurate Retail’s interest in Expedia has been presented as a discontinued operation, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Qurate Retail. Bodybuilding is included in the Corporate and other segment through November 4, 2016. Included in Total revenue, net in the accompanying consolidated statements of operations is $355 million for the year ended December 31, 2016, related to Bodybuilding. Included in Net earnings (loss) in the accompanying consolidated statements of operations are earnings of $6 million for the years ended December 31, 2016, related to Bodybuilding. As discussed above, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. Although Liberty Broadband has been presented as a discontinued operation, Evite and LendingTree are not presented as discontinued operations. Included in revenue in the accompanying consolidated statements of operations is $3 million, $24 million and $23 million for the years ended December 31, 2018, 2017 and 2016, respectively, related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million, $3 million and $1 million, for the years ended December 31, 2018, 2017 and 2016, respectively, related to Evite. Included in total assets in the accompanying consolidated balance sheets as of December 31, 2017 is $43 million related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are earnings of less than a million, $6 million and $31 million for the years ended December 31, 2018, 2017, and 2016, respectively, related to LendingTree. Included in total assets in the accompanying consolidated balance sheets as of December 31, 2017 is $115 million related to LendingTree. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | (6) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs, other than quoted market prices included within Level 1, are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3. The Company's assets and liabilities measured at fair value are as follows: December 31, 2018 December 31, 2017 Quoted prices Quoted prices in active Significant in active Significant markets other markets other for identical observable for identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 310 310 — 655 655 — Equity securities $ — — — 2,275 2,275 — Indemnification asset (1) $ 79 — 79 — — — Debt $ 1,334 — 1,334 1,846 — 1,846 (1) The indemnification asset is included in Other assets on the consolidated balance sheets as of December 31, 2018. The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the debt instruments are reported in the foregoing table as Level 2 fair value. Pursuant to an indemnification agreement, GCI Liberty has agreed to indemnify LI LLC for certain payments made to a holder of LI LLC’s 1.75% Exchangeable Debentures due 2046 (the “1.75% Exchangeable Debentures”). An indemnity asset in the amount of $281 million was recorded upon completion of the GCI Liberty Split-Off. In June 2018, Qurate Retail repurchased 417,759 of the 1.75% Exchangeable Debentures for approximately $457 million, including accrued interest, and GCI Liberty made a payment under the indemnification agreement to Qurate Retail in the amount of $133 million. The remaining indemnification asset due to LI LLC pertains to the holder’s ability to exercise its exchange right according to the terms of the 1.75% Exchangeable Debentures on or before October 5, 2023. Such amount will equal the difference between the exchange value and par value of the 1.75% Exchangeable Debentures at the time the exchange occurs. The indemnification asset recorded in the consolidated balance sheets as of December 31, 2018 represents the fair value of the estimated exchange feature included in the 1.75% Exchangeable Debentures primarily based on market observable inputs (Level 2). As of December 31, 2018, a holder of the 1.75% Exchangeable Debentures does not have the ability to exchange and, accordingly, such indemnification asset is included as a long-term asset in our consolidated balance sheets. Additionally, as of December 31, 2018, 332,241 of the 1.75% Exchangeable Debentures remain outstanding. Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Years ended December 31, 2018 2017 2016 amounts in millions Equity securities $ 155 434 723 Exchangeable senior debentures (3) (193) (308) Indemnification asset (70) — — Other financial instruments (6) (96) (1) $ 76 145 414 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | (7) Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: QVC U.S. QVC International zulily HSN Corporate and Other Total amounts in millions Balance at January 1, 2017 $ 4,305 805 917 — 25 6,052 Acquisition (1) — — — 933 17 950 Foreign currency translation adjustments — 80 — — — 80 Balance at December 31, 2017 4,305 885 917 933 42 7,082 Foreign currency translation adjustments — (25) — — — (25) Disposition (2) — — — — (26) (26) Other (3) — — — (10) (4) (14) Balance at December 31, 2018 $ 4,305 860 917 923 12 7,017 (1) As discussed in note 4, on December 29, 2017, the Company acquired the approximately 62% of HSN it did not already own in an all-stock transaction making HSN a wholly-owned subsidiary. The acquisition resulted in an increase to goodwill of $950 million. (2) As a result of the GCI Liberty Split-Off on March 9, 2018, the Company disposed of its wholly-owned subsidiary Evite, resulting in a $26 million decrease to goodwill. (3) As discussed in note 4, the preliminary purchase price allocation for the HSN acquisition was adjusted, resulting in a decrease to goodwill. Goodwill recognized from acquisitions primarily relates to assembled workforces, website community and other intangible assets that do not qualify for separate recognition. As presented in the accompanying consolidated balance sheets, trademarks is the other significant indefinite lived intangible asset. Intangible Assets Subject to Amortization Intangible assets subject to amortization are comprised of the following: December 31, 2018 December 31, 2017 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 723 (583) 140 730 (652) 78 Customer relationships 3,320 (2,768) 552 3,356 (2,626) 730 Other 1,329 (963) 366 1,268 (828) 440 Total $ 5,372 (4,314) 1,058 5,354 (4,106) 1,248 The weighted average life of these amortizable intangible assets was approximately 9 years, at the time of acquisition. However, amortization is expected to match the usage of the related asset and will be on an accelerated basis as demonstrated in table below. Amortization expense for intangible assets with finite useful lives was $426 million, $549 million and $703 million for the years ended December 31, 2018, 2017 and 2016, respectively. Based on its amortizable intangible assets as of December 31, 2018, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2019 $ 318 2020 $ 240 2021 $ 166 2022 $ 78 2023 $ 76 Impairments The Company performed a qualitative goodwill impairment analysis during the fourth quarter of 2018 and determined that triggering events existed at the HSN reporting unit due to a variety of factors, primarily HSN’s inability to meet its 2018 revenue projections. With the assistance of an external valuation expert, the Company determined the estimated business enterprise value of HSN, including its intangible assets and goodwill, and the estimated value of its tradename intangible asset as of December 31, 2018. The business enterprise valuation was performed using a combination of a discounted cash flow model using HSN’s projections of future operating performance (income approach) and market multiples (market approach) (Level 3). The tradename valuation was performed using a relief from royalties method, primarily using a discounted cash flow model using HSN’s projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3). As a result of the analysis, HSN recorded a $30 million impairment to its tradename intangible asset, but no impairment of HSN’s goodwill was necessary. As of December 31, 2018 the Company had no accumulated goodwill impairment losses. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Debt, Unclassified [Abstract] | |
Debt | (8) Debt Debt is summarized as follows: Outstanding principal Carrying value December 31, December 31, December 31, 2018 2018 2017 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 285 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 433 304 316 3.75% Exchangeable Senior Debentures due 2030 434 307 318 3.5% Exchangeable Senior Debentures due 2031 318 377 342 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 344 868 Subsidiary level notes and facilities QVC 3.125% Senior Secured Notes due 2019 400 399 399 QVC 5.125% Senior Secured Notes due 2022 500 500 500 QVC 4.375% Senior Secured Notes due 2023 750 750 750 QVC 4.85% Senior Secured Notes due 2024 600 600 600 QVC 4.45% Senior Secured Notes due 2025 600 599 599 QVC 5.45% Senior Secured Notes due 2034 400 399 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 — QVC Bank Credit Facilities 1,320 1,320 1,763 HSN Bank Credit Facility — — 460 Other subsidiary debt 188 188 170 Deferred loan costs — (29) (24) Total consolidated Qurate Retail debt $ 7,591 7,373 8,549 Less debt classified as current (1,410) (996) Total long-term debt $ 5,963 7,553 Exchangeable Senior Debentures Each $1,000 debenture of Liberty Interactive LLC’s (“LI LLC”) 4% Exchangeable Senior Debentures is exchangeable at the holder's option for the value of 3.2265 shares of Sprint Corporation (“Sprint”) common stock and 0.7860 shares of CenturyLink, Inc. ("CenturyLink") common stock. LI LLC may, at its election, pay the exchange value in cash, Sprint and CenturyLink common stock or a combination thereof. LI LLC, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the face amount of the debentures plus accrued interest. Each $1,000 debenture of LI LLC's 3.75% Exchangeable Senior Debentures is exchangeable at the holder's option for the value of 2.3578 shares of Sprint common stock and 0.5746 shares of CenturyLink common stock. LI LLC may, at its election, pay the exchange value in cash, Sprint and CenturyLink common stock or a combination thereof. Qurate Retail, at its option, may redeem the debentures, in whole or in part, for cash equal to the face amount of the debentures plus accrued interest. Each $1,000 debenture of LI LLC's 3.5% Exchangeable Senior Debentures (the "Motorola Exchangeables") is exchangeable at the holder's option for the value of 5.2598 shares of Motorola Solutions, Inc. The remaining exchange value is payable, at Qurate Retail's option, in cash or MSI stock or a combination thereof. LI LLC, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the adjusted principal amount of the debentures plus accrued interest. As a result of various principal payments made to holders of the Motorola Exchangeables, the adjusted principal amount of each $1,000 debenture is $531 as of December 31, 2018. Each $1,000 original principal amount of the 0.75% Exchangeable Senior Debentures due 2043 is exchangeable for a basket of 3.1648 shares of common stock of Charter and 7.4199 shares of common stock of AT&T Inc., which may change over time to include other publicly traded common equity securities that may be distributed on or in respect of those shares of Charter and Time Warner (or into which any of those securities may be converted or exchanged). This basket of shares for which each Debenture in the original principal amount of $1,000 may be exchanged is referred to as the Reference Shares attributable to such Debenture, and to each issuer of Reference Shares as a reference company. Each Debenture is exchangeable at the option of the holder at any time, upon which they will be entitled to receive the Reference Shares attributable to such Debenture or, at the election of LI LLC, cash or a combination of Reference Shares and cash having a value equal to such Reference Shares. Upon exchange, holders will not be entitled to any cash payment representing accrued interest or outstanding additional distributions. Subsequent to December 31, 2017, an extraordinary additional distribution was made to the holders of the 0.75% Exchangeable Senior Debentures due 2043 in the amount of $11.9399 per $1,000 original principal of the debentures, which is attributable to the cash consideration of $18.50 per share paid to former holders of common stock of Time Inc. on January 31, 2018, in connection with the acquisition of Time Inc. by Meredith Corporation. The Company paid the extraordinary additional distribution on March 1, 2018, to holders of record of the 0.75% Exchangeable Senior Debentures due 2043 on February 14, 2018, the special record date for the extraordinary additional distribution. During the year ended December 31, 2016, holders exchanged, under the terms of the debentures, approximately $523 million principal of the 0.75% Exchangeable Senior Debentures due 2043 and Qurate Retail made cash payments of approximately $1,181 million to settle the obligations. In addition, an extraordinary distribution of approximately $325 million was paid to holders of the 0.75% Exchangeable Senior Debentures due 2043. In August 2016, Qurate Retail issued $750 million principal amount of new senior exchangeable debentures due September 2046 which bear interest at an annual rate of 1.75%. Each $1,000 debenture is exchangeable at the holder’s option for the value of 2.9317 shares of Charter Class A common stock. Qurate Retail may, at its election, pay the exchange value in cash, Charter Class A common stock or a combination thereof. The number of shares of Charter Class A common stock attributable to a debenture represents an initial exchange price of approximately $341.10 per share. On October 5, 2023, Qurate Retail, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the face amount of the debentures plus accrued interest. See note 6 for additional information about these debentures. Qurate Retail has elected to account for all of its Exchangeables using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. Qurate Retail will review the triggering events on a quarterly basis to determine whether a triggering event has occurred to require current classification of certain Exchangeables, see additional discussion below. Qurate Retail has sold, split-off or otherwise disposed of all of its shares of MSI, Sprint and CenturyLink common stock which underlie the respective Exchangeable Senior Debentures. Because such exchangeable debentures are exchangeable at the option of the holder at any time and Qurate Retail can no longer use owned shares to redeem the debentures, Qurate Retail has classified for financial reporting purposes the portion due 2043 of the debentures that could be redeemed for cash as a current liability. Exchangeable Senior Debentures classified as current totaled $990 million at December 31, 2018. Although such amount has been classified as a current liability for financial reporting purposes, the Company believes the probability that the holders of such instruments will exchange a significant principal amount of the debentures prior to maturity is unlikely. Interest on the Company's exchangeable debentures is payable semi-annually based on the date of issuance. At maturity, all of the Company's exchangeable debentures are payable in cash. In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and measurement of financial instruments. The Company adopted this guidance during the first quarter of 2018. A portion of the unrealized gain (loss) recognized on the Company’s exchangeable debt accounted for at fair value is now presented in other comprehensive income as it relates to instrument specific credit risk on the consolidated statements of comprehensive income. Senior Debentures Interest on the 8.5% Senior Debentures due 2029 and the 8.25% Senior Debentures due 2030 (the “Senior Debentures”) is payable semi-annually based on the date of issuance. The Senior Debentures are stated net of an aggregate unamortized discount of $3 million at December 31, 2018 and $4 million at December 31, 2017. Such discount is being amortized to interest expense in the accompanying consolidated statements of operations. QVC Senior Secured Notes On March 18, 2014, QVC issued $400 million principal amount of 3.125% Senior Secured Notes due 2019 at an issue price of 99.828% and $600 million principal amount of 4.85% Senior Secured Notes due 2024 at an issue price of 99.927% (collectively, the “March Notes”). The March Notes are secured by the capital stock of QVC and certain of QVC’s subsidiaries and have equal priority to QVC’s senior secured credit facility. On August 21, 2014, QVC issued $600 million principal amount of 4.45% Senior Secured Notes due 2025 at an issue price of 99.860% and $400 million principal amount 5.45% Senior Secured Notes due 2034 at an issue price of 99.784% (collectively, the “August Notes”). The August Notes are secured by the capital stock of QVC and certain of QVC’s subsidiaries and have equal priority to QVC’s senior secured credit facility. During prior years, QVC issued $500 million principal amount of 5.125% Senior Secured Notes due 2022 at par, $750 million principal amount of 4.375% Senior Secured Notes due 2023 at par and $300 million principal amount of 5.95% Senior Secured Notes due 2043 at par. In September 2018, QVC completed a registered debt offering for $225 million of 6.375% Senior Notes due 2067 (the “2067 Notes”). The proceeds were used to partially prepay existing indebtedness under QVC’s senior secured credit facility and for general corporate purposes. The costs to complete the financing were deferred and are being amortized to interest expense over the term of the 2067 Notes. Interest on the 2067 Notes will be paid quarterly in March, June, September and December, commencing on December 15, 2018. QVC has the option to call the 2067 Notes after 5 years at par value. QVC Bank Credit Facilities On December 31, 2018, QVC entered into the Fourth Amended and Restated Credit Agreement with zulily as co-borrower (collectively, the “Borrowers”) which is a multi-currency facility that provides for a $3.65 billion revolving credit facility, with a $450 million sub-limit for standby letters of credit and up to $1.8 billion of uncommitted incremental revolving loan commitments or incremental term loans. The Fourth Amended and Restated Credit Agreement includes a $400 million tranche that may be borrowed by the Company or zulily, with a $50 million sub-limit for standby letters of credit. The remaining $3.25 billion and any incremental loans may be borrowed only by the Company. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% and 0.75% depending on the Borrowers’ combined ratio of consolidated total debt to consolidated EBITDA (the “consolidated leverage ratio”). Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.25% and 1.75% depending on the Borrowers’ combined consolidated leverage ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability; provided that, if zulily ceases to be controlled by Qurate Retail, all of its loans must be repaid and its letters of credit cash collateralized. The facility matures on December 31, 2023. Payment of loans may be accelerated following certain customary events of default. The purpose of the amendment was to, among other things, repay certain fees and expenses, finance working capital needs and general corporate purposes of the Company and their respective subsidiaries and make certain restricted payments and loans to the Company's respective parents and affiliates. The payment and performance of the borrowers’ obligations (including zulily’s obligations) under the Fourth Amended and Restated Credit Agreement are guaranteed by each of QVC’s Material Domestic Subsidiaries (as defined in the Fourth Amended and Restated Credit Agreement). Further, the borrowings under the Fourth Amended and Restated Credit Agreement are secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests. In addition, the payment and performance of the borrowers’ obligations with respect to the $400 million tranche available to both QVC and zulily are also guaranteed by zulily and secured by a pledge of all of zulily’s equity interests. The Fourth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on QVC and zulily and each of their respective restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting the Company’s consolidated leverage ratio and the Borrowers’ Combined Consolidated Leverage Ratio. The interest rate on borrowings outstanding under the Fourth Amended and Restated Credit Agreement was 3.9% at December 31, 2018. Availability under the Fourth Amended and Restated Credit Agreement at December 31, 2018 was $2.3 billion, net of $20 million of outstanding standby letters of credit. HSN Bank Credit Facility On January 27, 2015, HSN entered into a $1.25 billion five-year syndicated credit agreement ("Credit Agreement") which was secured by 100% of the voting equity securities of HSN's U.S. subsidiaries and 65% of HSN's first-tier foreign subsidiaries. Certain HSN subsidiaries have unconditionally guaranteed HSN's obligations under the Credit Agreement. The Credit Agreement, which included a $750 million revolving credit facility and a $500 million term loan, could be increased up to $1.75 billion subject to certain conditions and was set to expire on January 27, 2020. On December 29, 2017, the Credit Agreement was amended, the outstanding balance on the term loan was repaid, and the revolving credit facility was increased to $1 billion. The maturity of the revolving credit facility was extended to December 29, 2022. Loans under the amended Credit Agreement bore interest at a per annum rate equal to LIBOR plus a predetermined margin that ranges from 1.25% to 1.75% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.25% to 0.75%. HSN paid a commitment fee ranging from 0.20% to 0.30% (based on the leverage ratio) on the unused portion of the revolving credit facility. On December 31, 2018, the HSN Credit Agreement was terminated and the outstanding balance on the term loan was repaid. As a result of the termination of the HSN Credit Agreement, the Company recorded a loss on debt extinguishment of $2 million within Other, net in the consolidated statements of operation. Interest Rate Swap Arrangements During the year ended December 31, 2016, QVC entered into a three-year interest rate swap arrangement with a notional amount of $125 million to mitigate the interest rate risk associated with interest payments related to its variable rate debt. The swap arrangement does not qualify as a cash flow hedge under GAAP. Accordingly, changes in the fair value of the swap are reflected in Realized and unrealized gains (losses) on financial instruments, net in the accompanying consolidated statements of operations. As of December 31, 2017, HSN had an outstanding interest rate swap that effectively converted $250 million of its variable rate bank credit facility to a fixed rate of 1.05% with a maturity date in January 2020 (the swapped fixed rate is exclusive of the credit spread under the Credit Agreement). Based on HSN's leverage ratio as of December 31, 2017, the all-in fixed rate was 2.3525%. T he Company accounts for the interest rate swaps at fair value with changes recorded through other (expense) income in the consolidated statements of operations. On December 31, 2018, the interest rate swap was terminated as a result of the termination of the HSN Credit Agreement. Subsequently, QVC entered into a thirteen month interest rate swap arrangement with the same terms. Other Subsidiary Debt Other subsidiary debt at December 31, 2018 is comprised of capitalized satellite transponder lease obligations. Debt Covenants Qurate Retail and its subsidiaries were in compliance with all debt covenants at December 31, 2018. Five Year Maturities The annual principal maturities of Qurate Retail's debt and capital lease obligations, based on stated maturity dates, for each of the next five years is as follows (amounts in millions): 2019 $ 433 2020 $ 32 2021 $ 32 2022 $ 530 2023 $ 2,101 Fair Value of Debt Qurate Retail estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Qurate Retail for debt of the same remaining maturities. The fair value, based on quoted prices of instruments not considered to be active markets (Level 2), of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying consolidated balance sheets is as follows (amounts in millions): December 31, 2018 2017 Senior debentures $ 786 866 QVC senior secured notes $ 3,573 3,636 Due to the variable rate nature, Qurate Retail believes that the carrying amount of its subsidiary debt not discussed above approximated fair value at December 31, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | (9) Income Taxes On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) providing bonus depreciation that will allow for full expensing of qualified property; (3) creating a new limitation on deductible interest expense; (4) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (5) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (6) adding limitations on the deductibility of certain executive compensation; and (7) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The SEC issued guidance on accounting for the tax effects of the Tax Act. The Company reflected the income tax effects of those aspects of the Tax Act for which the accounting is known as of December 31, 2017 and made immaterial revisions to such amounts during the allowed one year measurement period. As of December 31, 2018, the Company has completed its analysis of the tax effects of the Tax Act. The corporate rate reduction was applied to our inventory of deferred tax assets and deferred tax liabilities which resulted in the net tax benefit in the period ended December 31, 2017. Income tax benefit (expense) consists of: Years ended December 31, 2018 2017 2016 amounts in millions Current: Federal $ (126) (61) (40) State and local (35) (23) (12) Foreign (84) (88) (73) $ (245) (172) (125) Deferred: Federal $ 131 1,252 (186) State and local 57 (95) (9) Foreign (3) — 4 185 1,157 (191) Income tax benefit (expense) $ (60) 985 (316) The following table presents a summary of our domestic and foreign earnings from continuing operations before income taxes: Years ended December 31, 2018 2017 2016 amounts in millions Domestic $ 683 841 923 Foreign 200 209 168 Total $ 883 1,050 1,091 Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21% in 2018 and 35% in 2017 and 2016 as a result of the following: Years ended December 31, 2018 2017 2016 amounts in millions Computed expected tax benefit (expense) $ (186) (367) (382) State and local income taxes, net of federal income taxes (13) (16) (11) Foreign taxes, net of foreign tax credits (5) (32) (9) Dividends received deductions — 10 9 Alternative energy tax credits and incentives 92 85 94 Change in valuation allowance affecting tax expense 9 (100) (16) Change in tax rate due to Tax Act — 1,317 — Change in state tax rate 61 (71) 1 Consolidation of equity investment — 138 — Other, net (18) 21 (2) Income tax benefit (expense) $ (60) 985 (316) For the year ended December 31, 2018 income tax expense was lower than the U.S. statutory rate of 21% due to tax benefits from tax credits and incentives generated by our alternative energy investments, a reduction in the Company’s state effective tax rate used to measure deferred taxes resulting from the GCI Liberty Split-Off in March 2018, and a reduction in the Company’s state effective tax rate used to measure deferred taxes resulting from a state law change during the second quarter. For the year ended December 31, 2017 the significant reconciling items were net tax benefits for the effect of the change in the U.S. federal corporate tax rate from 35% to 21% on deferred taxes, the tax-free consolidation of our equity method investment in HSN, and tax benefits derived from Qurate Retail’s alternative energy tax credits and incentives, partially offset by net tax expense for an increase in the Company’s valuation allowance and an increase in the Company’s state effective tax rate used to measure deferred taxes. The Company has also evaluated the impact of the one-time mandatory repatriation provision of the Tax Act. Under that provision, earnings and profits of certain of the Company’s foreign subsidiaries not previously subjected to US tax could be subjected to US tax in 2017 at reduced rates. The Tax Act allows that earnings and profits deficits of certain subsidiaries may be used to offset the surpluses in others in computing the amount subject to the tax under the mandatory repatriation provision. The Company has performed an evaluation of its earnings and profits of its foreign subsidiaries and concluded that deficits in some of the subsidiaries offset the surpluses in others so that no amount is subject to the mandatory repatriation provision of the Tax Act. Income tax expense was lower than the U.S. statutory tax rate of 35% in 2016 due to tax benefits derived from Qurate Retail’s alternative energy tax credits and incentives. The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below: December 31, 2018 2017 amounts in millions Deferred tax assets: Tax losses and capital loss carryforwards $ 177 160 Foreign tax credit carryforwards 121 98 Accrued stock compensation 30 51 Other accrued liabilities 65 19 Other future deductible amounts 110 190 Deferred tax assets 503 518 Valuation allowance (154) (165) Net deferred tax assets 349 353 Deferred tax liabilities: Investments 55 600 Intangible assets 1,123 1,188 Discount on exchangeable debentures 1,067 981 Deferred gain on debt retirements — 43 Other 29 41 Deferred tax liabilities 2,274 2,853 Net deferred tax liabilities $ 1,925 2,500 The Company's valuation allowance decreased $11 million in 2018, and $9 million of the change in valuation allowance affected tax expense and is primarily the result of new provisions in the Tax Act that changed the Company’s judgment with respect to the future utilization of its foreign tax credit carryforward. The remaining $2 million affected equity. At December 31, 2018, the Company has a deferred tax asset of $177 million for net operating losses and interest expense carryforwards, and a deferred tax asset of $121 million for foreign tax credit carryforwards. The net operating losses are expected to be utilized prior to expiration, except for $107 million. As a result of the international provisions in the Tax Act, the Company estimates that $47 million of its foreign tax credit carryforward will expire without utilization. A reconciliation of unrecognized tax benefits is as follows: Years ended December 31, 2018 2017 2016 amounts in millions Balance at beginning of year $ 71 72 104 Additions based on tax positions related to the current year 9 10 16 Additions for tax positions of prior years 2 4 — Reductions for tax positions of prior years — — (26) Lapse of statute and settlements (12) (15) (22) Balance at end of year $ 70 71 72 As of December 31, 2018, 2017 and 2016, the Company had recorded tax reserves of $70 million, $71 million and $72 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to be recognized for financial statement purposes, $56 million, $60 million and $50 million for the years ended December 31, 2018, 2017 and 2016, respectively, would be reflected in the Company's tax expense and affect its effective tax rate. Qurate Retail's estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment. The Company has tax positions for which the amount of related unrecognized tax benefits could change during 2018. The amount of unrecognized tax benefits related to these issues could change as a result of potential settlements, lapsing of statute of limitations and revisions of estimates. It is reasonably possible that the amount of the Company's gross unrecognized tax benefits may decrease within the next twelve months by up to $0.6 million. As of December 31, 2018, the Company's tax years prior to 2015 are closed for federal income tax purposes, and the IRS has completed its examination of the Company's 2015 and 2016 tax years. The Company's 2017 and 2018 tax years are being examined currently as part of the IRS's Compliance Assurance Process ("CAP") program. Various states are currently examining the Company's prior years’ state income tax returns. The Company is not under audit in any foreign tax jurisdictions, and no QVC subsidiaries are currently under audit in any foreign jurisdiction. The Company recorded $20 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2018, and $17 million as of each of December 31, 2017 and 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | (10) Stockholders' Equity Preferred Stock Qurate Retail's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Qurate Retail's Board of Directors. As of December 31, 2018, no shares of preferred stock were issued. Common Stock Series A Qurate Retail common stock has one vote per share, and Series B Qurate Retail common stock has ten votes per share. Each share of the Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. The Series A and Series B common stock participate on an equal basis with respect to dividends and distributions. At the Annual Meeting of Stockholders held on June 2, 2015, the Company’s stockholders approved an amendment to the Restated Certificate of Incorporation that increased (i) the total number of shares of the Company’s capital stock which the Company will have the authority to issue to 9,015 million shares, (ii) the number of shares of the Company’s capital stock designated as “Common Stock” to 8,965 million shares and (iii) the number of shares of Common Stock designated as “Series A Liberty Ventures Common Stock,” “Series B Liberty Ventures Common Stock” and “Series C Liberty Ventures Common Stock” to 400 million shares, 15 million shares and 400 million shares, respectively. As of December 31, 2018, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 28.4 million shares of Series A Qurate Retail common stock and approximately 1.8 million shares of Series B Qurate Retail common stock. In addition to the Series A and Series B Qurate Retail common stock, there are 4 billion shares of Series C Qurate Retail common stock authorized for issuance, respectively. As of December 31, 2018, no shares of any Series C Qurate Retail common stock were issued or outstanding. On December 29, 2017, in conjunction with the acquisition of HSN, Qurate Retail issued 53.6 million shares of Series A Qurate Retail common stock. See additional discussion about the acquisition in note 4. Additionally, as discussed in note 1, on November 4, 2016, Qurate Retail completed the Expedia Holdings Split-Off. The Expedia Holdings Split-Off was accomplished by the redemption of (i) 0.4 of each outstanding share of Qurate Retail’s Series A Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series A common stock and (ii) 0.4 of each outstanding share of Qurate Retail’s Series B Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series B common stock, in each case, with cash paid in lieu of any fractional shares of Liberty Ventures common stock or Expedia Holdings common stock (after taking into account all of the shares owned of record by each holder thereof, as applicable). As discussed in note 1, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. As part of the GCI Liberty Split-Off, all outstanding shares of Series A Liberty Ventures common stock were redeemed for one share of GCI Liberty Class A common stock and each outstanding share of Series B Liberty Ventures common stock was redeemed for one share of GCI Liberty Class B common stock. Purchases of Common Stock During the year ended December 31, 2016, the Company repurchased 34,836,196 shares of Series A Qurate Retail common stock for aggregate cash consideration of $799 million. During the year ended December 31, 2017, the Company repurchased 34,765,751 shares of Series A Qurate Retail common stock for aggregate cash consideration of $766 million. During the year ended December 31, 2018, the Company repurchased 43,080,787 shares of Series A Qurate Retail common stock for aggregate cash consideration of $988 million. All of the foregoing shares were repurchased pursuant to a previously announced share repurchase program and have been retired and returned to the status of authorized and available for issuance. |
Related Party Transactions with
Related Party Transactions with Officers and Directors | 12 Months Ended |
Dec. 31, 2018 | |
Transactions with Officers and Directors [Abstract] | |
Transactions with Officers and Directors | (11) Related Party Transactions with Officers and Directors Chairman Compensation Arrangement In December 2014, the Compensation Committee of Qurate Retail approved a compensation arrangement, including term options discussed in note 12, for its current Chairman of the Board (the "Chairman"). The arrangement provides for a five year employment term beginning January 1, 2015 and ending December 31, 2019, with an annual base salary of $960,750, increasing annually by 5% of the prior year's base salary, and an annual target cash bonus equal to 250% of the applicable year's annual base salary. The arrangement also provides that, in the event the Chairman is terminated for "cause," he will be entitled only to his accrued base salary and any amounts due under applicable law and he will forfeit all rights to his unvested term options. If, however, the Chairman is terminated by Qurate Retail without cause or if he terminates his employment for “good reason,” the arrangement provides for him to receive his accrued base salary, his accrued but unpaid bonus and any amounts due under applicable law, a severance payment of 1.5 times his base salary during the year of his termination, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, a payment equal to $17.5 million, and for his unvested term options to generally vest pro rata based on the portion of the term elapsed through the termination date plus 18 months and for all vested and accelerated options to remain exercisable until their respective expiration dates. If the Chairman terminates his employment without “good reason,” he will be entitled to his accrued base salary, his accrued but unpaid bonus and any amounts due under applicable law, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, and for his unvested term options to generally vest pro rata based on the portion of the term elapsed through the termination date and all vested and accelerated options to remain exercisable until their respective expiration dates. Lastly, in the case of the Chairman's death or his disability, the arrangement provides that he will be entitled only to his accrued base salary and any amounts due under applicable law, a payment of 1.5 times his base salary during that year, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, a payment equal to $17.5 million and for his unvested term options to fully vest and for his vested and accelerated term options to remain exercisable until their respective expiration dates. Pursuant to the Chairman’s compensation arrangement, he receives aggregate target equity awards allocated between Qurate Retail and Liberty Media in the amounts of $16 million with respect to calendar year 2015, $17 million with respect to calendar year 2016, $18 million with respect to calendar year 2017, $19 million with respect to calendar year 2018 and $20 million with respect to calendar year 2019. In addition, Qurate Retail and Liberty Media’s compensation committees may grant additional equity awards each year up to a maximum of 50% of the target amount allocated to Qurate Retail for the relevant year. CEO Compensation Agreement On September 27, 2015, the Compensation Committee of Qurate Retail approved a compensation arrangement for our current CEO. The arrangement provides for a five year employment term beginning December 16, 2015 and ending December 31, 2020, with an annual base salary of $1.25 million and an annual target cash bonus equal to 100% of the CEO’s annual base salary. The arrangement also provides the CEO with the opportunity to earn annual performance-based equity incentive awards during the employment term. Beginning in 2016, the CEO received an annual $4.125 million grant of performance-based RSUs with respect to QRTEA. Also, on September 27, 2015, in connection with the approval of his compensation arrangement, the CEO received a one-time grant of 1,680,065 stock options to purchase shares of QRTEA with an exercise price of $26.00 per share. Such options vest 50% on December 31, 2019 and 50% on December 31, 2020, with an expiration date of December 31, 2022. In connection with the CEO’s appointment to this position on March 9, 2018, the Compensation Committee of Qurate Retail approved a one-time grant of stock options and performance-based RSUs to the CEO on August 13, 2018. The options consist of 577,358 options to purchase shares of QRTEA with an exercise price of $22.18. Such options vest 50% on December 15, 2019 and 50% on December 15, 2020, and have a seven year term. The RSUs consist of 182,983 performance-based RSUs with respect to QRTEA which vest on December 21, 2020 based on performance of the Company and the personal performance of the CEO, and at the sole discretion of the Compensation Committee. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | (12) Stock-Based Compensation Qurate Retail - Incentive Plans Pursuant to the Qurate Retail, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”), the Company may grant stock options (“Awards”) to be made in respect of a maximum of 39.9 million shares of Series A and Series B Qurate Retail common stock. Awards generally vest over 4-5 years and have a term of 7-10 years. Qurate Retail issues new shares upon exercise of equity awards. In connection with the HSN acquisition in December 2017 (see note 4), outstanding awards to purchase shares of HSN common stock (an “HSN Award”) were exchanged for awards to purchase shares of Series A Qurate Retail common stock (a “QRTEA Award”). The exercise prices and number of shares subject to the QRTEA Award were determined based on (1) the exercise prices and number of shares subject to the HSN Award and (2) the acquisition exchange ratio. The exchange of such awards was considered a modification under ASC 805 – Business Combinations . A portion of the fair value of the replacement QRTEA Awards was attributed to the consideration paid in the acquisition. The remaining portion of the fair value will be recognized in the consolidated financial statements over the remaining vesting period of each individual award. In connection with the Expedia Holdings Split-Off in November 2016, the holder of an outstanding award to purchase shares of Liberty Ventures Series A and Series B common stock (a “Liberty Ventures Award”) received an Award to purchase shares of the corresponding series of Expedia Holdings common stock and an adjustment to the exercise price and number of shares subject to the Liberty Ventures Award (as so adjusted, an “Adjusted Liberty Ventures Award”). Following the Expedia Holdings Split-Off, employees of Qurate Retail hold Awards in both Liberty Ventures common stock and Expedia Holdings common stock. The compensation expense relating to employees of Qurate Retail is recorded at Qurate Retail. In connection with the CommerceHub Spin-Off in July 2016, the holder of an outstanding award to purchase shares of Liberty Ventures Series A and Series B common stock (an “Original Liberty Ventures Award”) received an adjustment to the exercise price and number of shares subject to the Original Liberty Ventures Award (as so adjusted, an “Adjusted Liberty Ventures Award”). A holder of an Original Liberty Ventures Award who was a member of the board of directors or an officer of Qurate Retail holding the position of Vice President or above also received an Award to purchase shares of the corresponding series of CommerceHub common stock as well as Series C CommerceHub common stock (in each case, a “CommerceHub Award”). Following the CommerceHub Spin-Off, employees of Qurate Retail may hold Awards in both Liberty Ventures common stock and CommerceHub common stock. The compensation expense relating to employees of Qurate Retail is recorded at Qurate Retail. Qurate Retail – Grants The following table presents the number and weighted average grant-date fair value (“GDFV”) of options granted by Qurate Retail during the years ended December 31, 2018, 2017 and 2016: For the Years ended December 31, 2018 2017 2016 Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC employees (1) 2,924 $ 8.76 3,115 $ 7.86 2,860 $ 7.84 Series A Qurate Retail common stock, zulily employees (1) 336 $ 8.65 483 $ 7.86 433 $ 7.57 Series A Qurate Retail common stock, HSN employees (1) 859 $ 8.77 NA NA NA NA Series A Qurate Retail common stock, Liberty employees and directors (2) 72 $ 7.31 518 $ 7.81 421 $ 8.02 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) 577 $ 7.09 NA NA NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 175 $ 8.84 154 $ 7.92 730 $ 7.47 Series A Ventures Group common stock, Qurate Retail employees and directors (2) NA $ NA 188 $ 16.52 114 $ 12.25 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) 143 $ 16.55 269 $ 15.41 209 $ 12.48 (1) Mainly vests semi-annually over four years. (2) Mainly vests between three and five years for employees and in one year for directors. (3) Vests 50% on each of December 15, 2019 and 2020. (4) Grants in 2018, 2017 and 2016 cliff vested at the end of their respective grant year. Grants were made in connection with his employment agreement (see note 11). In connection with the Option Exchange in 2017 (see below), Qurate Retail granted 5.9 million, 946 thousand and 1.1 million options to purchase shares of Series A Qurate Retail common stock, Series A Liberty Ventures common stock and Series B Liberty Ventures common stock, respectively. Such options had an incremental weighted average GDFV of $3.49, $8.53 and $6.94, respectively. In addition to the stock option grants to the Qurate Retail Chairman of the Board, Qurate Retail granted performance-based restricted stock units ("RSUs") of Series B Qurate Retail common stock in 2018, 2017 and 2016 of 124 thousand, 115 thousand and 53 thousand, respectively. The RSUs had a fair value of $27.56, $19.90 and $25.11 per share, respectively, at the time they were granted. Qurate Retail also granted performance-based RSUs of Series B Liberty Ventures common stock in 2016 of 16 thousand. The RSUs had a fair value of $38.79 per share at the time they were granted. The 2018, 2017 and 2016 performance-based RSUs cliff vested in one year, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. During the fourth quarter of 2017, the Company entered into a series of transactions with certain officers of Qurate Retail, associated with certain outstanding stock options, in order to recognize tax deductions in 2017 versus future years (the “Option Exchange”). On December 26, 2017 (the “Grant Date”), pursuant to the approval of the Compensation Committee of its Board of Directors, the Company effected the acceleration of (i) each unvested in-the-money option to acquire shares of LVNTA and (ii) each unvested in-the-money option to acquire shares of LVNTB, in each case, held by certain of its officers (collectively, the “Eligible Optionholders”). Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, all of his outstanding in-the-money vested and unvested options to acquire QRTEA shares, LVNTA shares and LVNTB shares (the “Eligible Options”), and: · with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new option with substantially the same terms and conditions as the exercised vested Eligible Option, except that the exercise price for the new option was, in the case of options to acquire shares of QRTEA or LVNTA, the closing price on the Grant Date per QRTEA or LVNTA share, as applicable, and, in the case of options to acquire shares of LVNTB, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the awards were granted; and · with respect to each unvested Eligible Option: o in satisfaction of the exercise, on a net settled basis, of the unvested Eligible Options, the Company granted the Eligible Optionholder a number of restricted LVNTA or LVNTB shares (the “Restricted Shares”) with a vesting schedule identical to that of the unvested Eligible Options so exercised, and the Eligible Optionholder made an election under Section 83(b) of the Internal Revenue Code with respect to such Restricted Shares; and o the Company granted the Eligible Optionholder a new option (the “Unvested New Option”) to acquire the same series of common stock and with substantially the same terms and conditions, including with respect to vesting and expiration, as the unvested Eligible Option exercised as set forth above, except that the number of LVNTA or LVNTB shares subject to such Unvested New Option was equal to the number of shares subject to the unvested Eligible Option minus the number of Restricted Shares received upon exercise of such unvested Eligible Option. The exercise price of such new option was, in the case of a LVNTA option, the closing price on the Grant Date per share of LVNTA, or, in the case of a LVNTB option, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the Unvested New Options were granted. The Option Exchange was considered a modification under ASC 718 – Stock Compensation, with the following impacts on compensation expense. The unamortized value of the unvested Eligible Options that were exercised, which was $14 million for LVNTA and LVNTB combined, will be expensed over the vesting period of the Restricted Shares attributable to the exercise of those options; of this amount, $6 million of expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off. The grant of new vested options resulted in incremental compensation expense in the fourth quarter of 2017 of $30 million for QRTEA, LVNTA and LVNTB combined. The grant of Unvested New Options resulted in incremental compensation expense totaling $6 million for LVNTA and LVNTB combined, which will be amortized over the vesting periods of those options; of this amount, $5.8 million of incremental compensation expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off. The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2018, 2017 and 2016, the range of expected terms was 2.0 to 6.4 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. The following table presents the range of volatilities used by Qurate Retail in the Black-Scholes-Merton Model for the 2018, 2017 and 2016 Qurate Retail and Liberty Ventures grants. Volatility 2018 grants Qurate Retail options 29.7 % - 30.5 % Liberty Ventures options 27.9 % - 27.9 % 2017 grants Qurate Retail options 26.9 % - 32.7 % Liberty Ventures options 25.9 % - 28.9 % 2016 grants Qurate Retail options 27.4 % - 27.4 % Liberty Ventures options 30.6 % - 30.6 % Qurate Retail - Outstanding Awards The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase Qurate Retail common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards. Qurate Retail Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2018 32,361 $ 23.48 1,643 $ Granted 4,768 $ 26.78 175 $ 27.77 Exercised (4,269) $ 16.47 — $ — Forfeited/Cancelled (4,422) $ 27.43 — $ — Outstanding at December 31, 2018 28,438 $ 24.47 3.6 years $ 23 1,818 $ 4.0 years $ — Exercisable at December 31, 2018 17,371 $ 23.80 2.6 years $ 20 1,495 $ 26.65 4.2 years $ — Liberty Ventures Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2018 1,670 $ 47.12 1,080 $ 56.38 Granted — $ — 143 $ 54.01 Exercised (2) $ 18.41 — $ — Forfeited/Cancelled — $ — — $ — GCI Liberty Split-Off (1,668) $ 47.15 (1,223) $ 56.10 Outstanding at December 31, 2018 — $ — — years $ — — $ — — years $ — As of December 31, 2018, the total unrecognized compensation cost related to unvested Qurate Retail Awards was approximately $71 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.7 years. As of December 31, 2018, Qurate Retail reserved 30.3 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards. Qurate Retail - Exercises The aggregate intrinsic value of all options exercised during the years ended December 31, 2018, 2017 and 2016 was $28 million, $145 million and $44 million, respectively. The aggregate intrinsic value of options exercised for the year ended December 31, 2017 includes approximately $104 million related to the intrinsic value of options exercised as a result of the Option Exchange. Qurate Retail - Restricted Stock The Company had approximately 4.2 million unvested restricted shares of Qurate Retail common stock, held by certain directors, officers and employees of the Company as of December 31, 2018. These Series A and Series B unvested restricted shares of Qurate Retail had a weighted average GDFV of $24.28 per share. The aggregate fair value of all restricted shares of Qurate Retail common stock that vested during the years ended December 31, 2018, 2017 and 2016 was $64 million, $23 million and $26 million, respectively. Other Certain of the Company's other subsidiaries have stock-based compensation plans under which employees and non-employees are granted options or similar stock-based awards. Awards made under these plans vest and become exercisable over various terms and are typically cash settled and recorded as liability awards. During the year ended December 31, 2016, approximately $90 million of cash payments were made to settle CommerceHub stock based awards. The awards and compensation recorded, if any, under the plans at the other subsidiaries are not significant to Qurate Retail. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | (13) Employee Benefit Plans Subsidiaries of Qurate Retail sponsor 401(k) plans, which provide their employees an opportunity to make contributions to a trust for investment in Qurate Retail common stock, as well as other mutual funds. The Company's subsidiaries make matching contributions to their plans based on a percentage of the amount contributed by employees. Employer cash contributions to all plans aggregated $26 million, $20 million and $25 million, respectively, for the years ended December 31, 2018, 2017 and 2016, respectively. |
Other Comprehensive Earnings (L
Other Comprehensive Earnings (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Other Comprehensive Earnings (Loss) [Abstract] | |
Other Comprehensive Earnings (Loss) | (14) Other Comprehensive Earnings (Loss) Accumulated other comprehensive earnings (loss) included in the Company’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company's share of accumulated other comprehensive earnings of affiliates. The change in the components of accumulated other comprehensive earnings (loss), net of taxes ("AOCI"), is summarized as follows: Comprehensive Foreign Share of Earnings (loss) currency AOCI Attributable to translation of equity Debt Credit Risk adjustments affiliates Adjustments Other AOCI amounts in millions Balance at January 1, 2016 $ (175) (40) — — (215) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (85) (1) — — (86) Distribution of Liberty Expedia Holdings — 35 — — 35 Balance at December 31, 2016 (260) (6) — — (266) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 130 3 — — 133 Balance at December 31, 2017 $ (130) (3) — — (133) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (50) (2) 16 2 Cumulative effect of accounting change — — — 76 76 Balance at December 31, 2018 $ (180) (5) 38 92 (55) The components of other comprehensive earnings (loss) are reflected in Qurate Retail's consolidated statements of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss). Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2018: Foreign currency translation adjustments $ (49) 1 (48) Recognition of previously unrealized losses (gains) on debt, net 21 (5) 16 Share of other comprehensive earnings (loss) of equity affiliates (3) 1 (2) Comprehensive earnings (loss) attributable to debt credit risk adjustments 50 (12) 38 Other comprehensive earnings (loss) $ 19 (15) 4 Year ended December 31, 2017: Foreign currency translation adjustments $ 155 (21) 134 Share of other comprehensive earnings (loss) of equity affiliates 5 (2) 3 Other comprehensive earnings (loss) $ 160 (23) 137 Year ended December 31, 2016: Foreign currency translation adjustments $ (97) 13 (84) Share of other comprehensive earnings (loss) of equity affiliates (8) 3 (5) Other comprehensive earnings (loss) from discontinued operations (3) 1 (2) Other 10 (4) 6 Other comprehensive earnings (loss) $ (98) 13 (85) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies Operating Leases Qurate Retail leases business offices, has entered into satellite transponder lease agreements and uses certain equipment under lease arrangements. Rental expense under such arrangements amounted to $80 million, $45 million and $46 million for the years ended December 31, 2018, 2017 and 2016, respectively. A summary of future minimum lease payments under noncancelable operating leases as of December 31, 2018 follows (amounts in millions): Years ending December 31: 2019 $ 72 2020 $ 61 2021 $ 52 2022 $ 42 2023 $ 36 Thereafter $ 115 It is expected that in the normal course of business, leases that expire generally will be renewed or replaced by leases on other properties; thus, it is anticipated that future lease commitments will not be less than the amount shown for 2018. Distribution Center Lease On July 2, 2015, QVC entered into a lease (the “Lease”) for a west coast distribution center. Pursuant to the Lease, the landlord built an approximately one million square foot rental building in Ontario, California (the “Premises”), and thereafter leased the Premises to QVC as its new west coast distribution center for an initial term of 15 years. Under the Lease, QVC was required to pay an initial base rent of approximately $6 million per year, increasing to approximately $8 million per year by the final year of the initial term, as well as all real estate taxes and other building operating costs. QVC also had an option to extend the term of the Lease for up to two consecutive terms of 10 years each. In August 2018, QVC exercised the right to purchase the Premises and related land from the landlord by entering into an amended and restated agreement (“New Lease”). QVC made an initial payment of $10 million and will make annual payments of $12 million over a term of 13 years. QVC treats the New Lease within capital lease obligations and lease payments are attributed to: (1) a reduction of the principal obligation and (2) imputed interest expense. In connection with the New Lease, QVC capitalized the related land at fair market value while the building asset is currently being depreciated over its estimated useful life of 20 years. On October 5, 2018, QVC entered into a lease (“ECDC Lease”) for an East Coast distribution center as part of the QRG Initiatives. The 1.7 million square foot rental building is located in Bethlehem, Pennsylvania and will be leased to QVC for an initial term of 15 years. QVC expects the ECDC Lease to commence in the third quarter of 2019, at which point the discounted value of the ECDC Lease will be recorded as an asset and a liability in the consolidated balance sheets in accordance with ASU 2016-02, which the Company will adopt on January 1, 2019. Under the ECDC Lease, QVC will be required to pay an initial base rent of approximately $10 million per year, increasing to approximately $14 million per year, as well as all real estate taxes and other building operating costs. QVC also has the option to extend the term of the ECDC Lease for up to two consecutive terms of 5 years each and one final term of 4 years. Litigation Qurate Retail has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Qurate Retail may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 12 Months Ended |
Dec. 31, 2018 | |
Information About Liberty's Operating Segments | |
Information About Qurate Retail's Operating Segments | (16) Information About Qurate Retail's Operating Segments Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce industries. Qurate Retail identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation. Qurate Retail evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. Qurate Retail defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation). Qurate Retail believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, certain purchase accounting adjustments, separately reported litigation settlements, transaction related costs (including restructuring, integration, and advisory fees), and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Qurate Retail generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. During the second quarter of 2018 the Company changed its reportable segments to include QVC U.S. and QVC International, and presented prior period information to conform with this change. Previously, QVC was considered one reportable segment. As a result of the GCI Liberty Split-Off, and the related management transitions, a new Chief Operating Decision Maker (“CODM”) was identified, and the information that the new CODM reviews is aggregated differently than it was prior to the Transactions. For the year ended December 31, 2018, Qurate Retail has identified the following consolidated subsidiaries as its reportable segments: · QVC U.S. and QVC International – QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites and mobile applications. · HSN – consolidated subsidiary that markets and sells a wide variety of consumer products primarily in the U.S. by means of its televised shopping programs and via the Internet and mobile transactions through its domestic websites. · zulily – consolidated subsidiary that markets and sells unique products in the U.S. and several foreign countries through flash sales events, primarily through its desktop and mobile websites and mobile applications. Qurate Retail's operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the Company's summary of significant accounting policies. Performance Measures Years ended December 31, 2018 2017 2016 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QVC U.S. $ 6,349 1,417 6,140 1,455 6,120 1,435 QVC International 2,738 429 2,631 451 2,562 405 HSN 2,202 213 NA NA NA NA zulily 1,817 108 1,613 91 1,547 112 Corporate and other 973 (13) 23 (47) 428 (13) Inter-segment eliminations (9) — (3) — (10) — Consolidated Qurate Retail $ 14,070 2,154 10,404 1,950 10,647 1,939 Other Information December 31, 2018 December 31, 2017 Investments Investments Total in Capital Total in Capital assets affiliates expenditures assets affiliates expenditures amounts in millions QVC U.S. $ 9,900 38 143 9,544 40 116 QVC International 2,154 — 67 2,121 — 36 HSN 2,917 — 18 2,798 — — zulily 2,199 — 24 2,323 — 49 Corporate and other 671 97 23 7,336 269 3 Inter-group eliminations — — — — — — Consolidated Qurate Retail $ 17,841 135 275 24,122 309 204 The following table provides a reconciliation of consolidated segment Adjusted OIBDA to operating income and earnings (loss) from continuing operations before income taxes: Years ended December 31, 2018 2017 2016 amounts in millions Consolidated segment Adjusted OIBDA $ 2,154 1,950 1,939 Stock-based compensation (88) (123) (97) Depreciation and amortization (637) (725) (874) Transaction related costs (72) (59) — Impairment of intangible assets and long lived assets (33) — — Operating income 1,324 1,043 968 Interest expense (381) (355) (363) Share of earnings (loss) of affiliates, net (162) (200) (68) Realized and unrealized gains (losses) on financial instruments, net 76 145 414 Gains (losses) on transactions, net 1 410 9 Tax sharing income (expense) with GCI Liberty, Inc. 32 — — Other, net (7) 7 131 Earnings (loss) from continuing operations before income taxes $ 883 1,050 1,091 Revenue by Geographic Area Revenue by geographic area based on the location of customers is as follows: Years ended December 31, 2018 2017 2016 amounts in millions United States $ 11,233 7,684 7,979 Japan 947 934 900 Germany 943 899 866 Other foreign countries 947 887 902 $ 14,070 10,404 10,647 Long-lived Assets by Geographic Area December 31, 2018 2017 amounts in millions United States $ 869 895 Japan 165 143 Germany 161 164 Other foreign countries 127 139 $ 1,322 1,341 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Quarterly Financial Information (Unaudited) | (17) Quarterly Financial Information (Unaudited) As discussed in note 5, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. The unaudited quarterly information below for 2018 and 2017 reflect Qurate Retail’s interest in Liberty Broadband as a discontinued operation for all periods presented. 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2018: Revenue $ 3,230 3,233 3,231 4,376 Operating income $ 294 358 237 435 Net earnings (loss) $ 397 198 82 287 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 142 187 72 273 Series A and Series B Liberty Ventures common stock $ 242 — — — Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.17 NA NA — Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.16 NA NA — Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.81 NA NA — Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.78 NA NA — 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2017: Revenue $ 2,327 2,352 2,381 3,344 Operating income $ 213 254 208 368 Net earnings (loss) $ 519 184 308 1,476 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 91 111 119 887 Series A and Series B Liberty Ventures common stock $ 416 64 177 576 Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.25 0.27 2.07 Series A and Series B Liberty Ventures common stock $ 4.89 0.75 2.06 6.70 Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.24 0.26 2.05 Series A and Series B Liberty Ventures common stock $ 4.84 0.74 2.03 6.70 Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.25 0.27 2.07 Series A and Series B Liberty Ventures common stock $ 4.89 0.75 2.06 6.70 Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.24 0.26 2.05 Series A and Series B Liberty Ventures common stock $ 4.84 0.74 2.03 6.70 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition. |
Receivables | Receivables Receivables are reflected net of an allowance for doubtful accounts and sales returns. A provision for bad debts is provided as a percentage of accounts receivable based on historical experience and included in selling, general and administrative expense. A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of retail sales. A summary of activity in the allowance for doubtful accounts is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 2016 $ 87 109 (1) (96) 99 |
Inventory | Inventory Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. Cost is determined by the average cost method, which approximates the first-in, first-out method. Assessments about the realizability of inventory require the Company to make judgments based on currently available information about the likely method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated recoverable values of each disposition category. Inventory is stated net of inventory obsolescence reserves of $151 million and $93 million for the years ended December 31, 2018 and 2017, respectively. |
Investments | Investments All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The total value of equity securities for which the Company has elected the fair value option aggregated zero and $2,275 million as of December 31, 2018 and 2017, respectively. For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used, except in situations where the fair value option has been selected. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company's share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company's investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag. The Company performs a qualitative assessment each reporting period for its equity securities without readily determinable fair values to identify whether an equity security could be impaired. When our qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investment and to the extent the fair value is less than the carrying value, we record the difference as an impairment in the consolidated statements of operations. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2018 2017 amounts in millions Land $ 128 108 Buildings and improvements 1,194 1,165 Support equipment 1,302 1,240 Projects in progress 61 51 Total property and equipment $ 2,685 2,564 Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses, if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 15 years for support equipment and 8 to 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $211 million, $176 million and $171 million, respectively. |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. In January 2017, the FASB issued new accounting guidance to simplify the measurement of goodwill impairment. Under the new guidance, an entity no longer performs a hypothetical purchase price allocation to measure goodwill impairment. Instead, a goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit. The Company early adopted this guidance during the fourth quarter of 2017. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Qurate Retail's valuation analyses are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. |
Noncontrolling Interests | Noncontrolling Interests The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings in stockholders' equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers (“ASU 2014-09” or “ASC 606”). The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. On January 1, 2018, the Company adopted the revenue accounting standard using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis. Refer to the table below for the adoption of this guidance. Balance at Adjustments Balance at December 31, Due to ASU January 1, 2017 2014-09 2018 in millions Assets: Inventory, net $ Other current assets $ Liabilities: Other current liabilities $ Deferred income tax liabilities $ Equity: Retained earnings $ In accordance with the new revenue standard requirements, the following table illustrates the impact on our reported results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1, 2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were no additional material adjustments to our consolidated balance sheet as of December 31, 2018. As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ Cost of retail sales $ Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ Operating expense $ Income tax (expense) benefit $ Net income $ The effect of changes of adoption is primarily due to changes in the timing of revenue recognition and the classification of credit card income for the QVC-branded credit card and the HSN-branded credit card. For the year ended December 31, 2018, revenue is recognized at the time of shipment to our customers consistent with when control passes and credit card income is recognized in revenue. For the year ended December 31, 2017, revenue was recognized at the time of delivery to the customers and deferred revenue, as well as inventory and related expenses, were recorded to account for the shipments in-transit. In addition, credit card income was recognized as an offset to selling, general and administrative expenses. The Company also recognized a separate $121 million asset (included in other current assets) relating to the expected return of inventory and a $266 million liability (included in other current liabilities) relating to its sales return reserve at December 31, 2018, instead of the net presentation that was used at December 31, 2017. Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2018 QVC U.S. QVC Int'l HSN zulily Corp and other Total in millions Home $ 2,265 1,023 910 511 791 5,500 Apparel 1,140 453 183 684 180 2,640 Beauty 1,040 640 286 50 — 2,016 Accessories 772 273 161 472 — 1,678 Electronics 674 119 455 18 — 1,266 Jewelry 324 213 149 53 — 739 Other revenue 134 17 58 29 (7) 231 Total Revenue $ 6,349 2,738 2,202 1,817 964 14,070 Consumer Product Revenue and Other Revenue. Qurate Retail's revenue includes sales of consumer products in the following categories: home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs. Other revenue consists primarily of income generated from our company branded credit cards in which a large consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics of the credit card program. Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns. The Company recognizes revenue related to its company branded credit cards over time as the credit cards are used by Qurate Retail's customers. Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company has elected to treat shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company accrues the related shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities are treated as fulfillment costs. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Significant Judgments. Qurate Retail’s products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The Company has determined that it is the principal in vendor arrangements as the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these arrangements on a gross basis. An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The total reduction in sales due to returns for the years ended December 31, 2018, 2017 and 2016 aggregated $2,434 million, $1,861 million and $1,865 million, respectively. Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue. A summary of activity in the allowance for sales returns, is as follows: Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2018 (1) $ 267 2,281 (2,282) - 266 2017 $ 98 1,027 (1,023) 35 137 2016 $ 106 1,051 (1,060) - 98 (1) Amounts in 2018 include the impact of adoption of ASC 606. |
Cost of Sales | Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 12, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $88 million, $123 million and $97 million for the years ended December 31, 2018, 2017 and 2016, respectively, included in selling, general and administrative expense in the accompanying consolidated statements of operations. In March 2016, the FASB issued new guidance which simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this guidance in the third quarter of 2016. In accordance with the new guidance, excess tax benefits and tax deficiencies are recognized as income tax benefit or expense rather than as additional paid-in capital. The Company has elected to recognize forfeitures as they occur rather than continue to estimate expected forfeitures. In addition, pursuant to the new guidance, excess tax benefits are classified as an operating activity on the consolidated statements of cash flows. The recognition of excess tax benefits and deficiencies are applied prospectively from January 1, 2016. For tax benefits that were not previously recognized and for adjustments to compensation cost based on actual forfeitures, the Company has recorded a cumulative-effect adjustment in retained earnings as of January 1, 2016. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations. In October 2016, the FASB issued new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This accounting update, which is part of the FASB's simplification initiative, is intended to reduce diversity in practice and the complexity of tax accounting, particularly for those transfers involving intellectual property. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The Company adopted this guidance during the first quarter of 2018, and there was no significant effect of the standard on its consolidated financial statements. |
Earnings (Loss) Attributable to Liberty Interactive Corporation Stockholders and Earnings (Loss) Per Common Share | Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2018 2017 2016 Qurate Retail Net earnings (loss) from continuing operations $ 674 1,208 473 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ 101 781 263 Net earnings (loss) from discontinued operations $ 141 452 499 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) attributable to such common stock by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2018, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018, 2017 and 2016 are approximately 25 million, 20 million and 13 million potential common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2018 2017 2016 number of shares in millions Basic WASO 462 445 476 Potentially dilutive shares 3 3 5 Diluted WASO 465 448 481 Series A and Series B Liberty Ventures Common Stock EPS for all periods through December 31, 2018, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018, 2017, and 2016 are less than a million potential common shares because their inclusion would be antidilutive. Years ended December 31, 2018 (1) 2017 2016 number of shares in millions Basic WASO 86 86 134 Potentially dilutive shares 1 1 1 Diluted WASO 87 87 135 (1) All of the outstanding shares of Liberty Ventures Series A and B common stock were redeemed for GCI Liberty Series A and B common stock as a result of the GCI Liberty Split-Off on March 9, 2018. |
Reclasses and adjustments | Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with the current year presentation. As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital balance was in a deficit position in certain quarterly periods during the year ended December 31, 2018. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit ($4,239 million) at December 31, 2018 to retained earnings. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued new guidance which addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive income (loss). The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. Leases. In February 2016, the FASB issued new guidance which revises the accounting for leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new guidance also simplifies the accounting for sale and leaseback transactions. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. We plan to adopt this guidance on January 1, 2019 utilizing the modified retrospective transition approach and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our determination regarding whether a contract contains a lease and any initial indirect costs that had existed prior to the adoption of this new standard. The Company will also elect to combine both lease and non-lease components and elect to expense all short-term leases with a term of less than 12 months and not record a related right of use asset and lease liability on the consolidated balance sheet. The Company expects that the discounted amount of operating leases in note 15 to the accompanying consolidated financial statements will be recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheet upon adoption of the new standard. The Company does not expect the adoption of the new standard to have a material impact on the remaining consolidated financial statements. Internal-Use Software. In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of activity in the allowance for doubtful accounts | Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 2016 $ 87 109 (1) (96) 99 |
Schedule of Property and Equipment | December 31, December 31, 2018 2017 amounts in millions Land $ 128 108 Buildings and improvements 1,194 1,165 Support equipment 1,302 1,240 Projects in progress 61 51 Total property and equipment $ 2,685 2,564 |
Schedule of disaggregation of revenue | Year ended December 31, 2018 QVC U.S. QVC Int'l HSN zulily Corp and other Total in millions Home $ 2,265 1,023 910 511 791 5,500 Apparel 1,140 453 183 684 180 2,640 Beauty 1,040 640 286 50 — 2,016 Accessories 772 273 161 472 — 1,678 Electronics 674 119 455 18 — 1,266 Jewelry 324 213 149 53 — 739 Other revenue 134 17 58 29 (7) 231 Total Revenue $ 6,349 2,738 2,202 1,817 964 14,070 |
Schedule of net earnings attributable to stockholders | Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2018 2017 2016 Qurate Retail Net earnings (loss) from continuing operations $ 674 1,208 473 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ 101 781 263 Net earnings (loss) from discontinued operations $ 141 452 499 |
Schedule of Weighted Average Number of Shares | Years ended December 31, 2018 2017 2016 number of shares in millions Basic WASO 462 445 476 Potentially dilutive shares 3 3 5 Diluted WASO 465 448 481 |
Summary of activity in allowance for sales returns | Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2018 (1) $ 267 2,281 (2,282) - 266 2017 $ 98 1,027 (1,023) 35 137 2016 $ 106 1,051 (1,060) - 98 Amounts in 2018 include the impact of adoption of ASC 606. |
Liberty Ventures common stock | |
Schedule of Weighted Average Number of Shares | Years ended December 31, 2018 (1) 2017 2016 number of shares in millions Basic WASO 86 86 134 Potentially dilutive shares 1 1 1 Diluted WASO 87 87 135 All of the outstanding shares of Liberty Ventures Series A and B common stock were redeemed for GCI Liberty Series A and B common stock as a result of the GCI Liberty Split-Off on March 9, 2018. |
ASU 2014-09 | |
Schedule of cumulative effect of accounting changes | Balance at Adjustments Balance at December 31, Due to ASU January 1, 2017 2014-09 2018 in millions Assets: Inventory, net $ Other current assets $ Liabilities: Other current liabilities $ Deferred income tax liabilities $ Equity: Retained earnings $ In accordance with the new revenue standard requirements, the following table illustrates the impact on our reported results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1, 2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were no additional material adjustments to our consolidated balance sheet as of December 31, 2018. As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ Cost of retail sales $ Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ Operating expense $ Income tax (expense) benefit $ Net income $ |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Disclosures to Consolidated Statements of Cash Flow [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | December 31, December 31, 2018 2017 in millions Cash and cash equivalents $ Restricted cash included in other current assets Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ |
Schedule of Supplemental Disclosures to Consolidated Statements of Cash Flows | Years ended December 31, 2018 2017 2016 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ (11) 956 — Intangible assets not subject to amortization — 1,577 7 Intangible assets subject to amortization (4) 651 (40) Net liabilities assumed 10 (977) — Deferred tax assets (liabilities) 5 (281) 33 Fair value of equity consideration — (1,948) — Cash paid (received) for acquisitions, net of cash acquired $ — (22) — Cash paid for interest $ 362 343 354 Cash paid for income taxes $ 226 158 204 |
Acquisitions (Tables)
Acquisitions (Tables) - HSN, Inc. | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Purchase Price Allocation | The purchase price allocation for HSN is as follows (amounts in millions): Cash and cash equivalents $ Property and equipment 220 Other assets 772 Goodwill 936 Trademarks Intangible assets subject to amortization 598 Accounts payable & accrued liabilities Debt Other liabilities assumed Deferred tax liabilities $ 1,948 |
Business Acquisition, Pro Forma Information | Years Ended December 31, 2017 2016 amounts in millions (unaudited) Revenue $ 13,791 14,220 Net earnings (loss) from continuing operations $ 2,200 1,258 |
Disposals (Tables)
Disposals (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of earnings per share impact of discontinued operations | Years ended December 31, 2018 2017 2016 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ 1.64 5.26 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ 1.62 5.20 |
Discontinued Operations Spinoff | GCI Liberty | Liberty Broadband | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups Including Discontinued Operations Balance Sheet | Certain financial information for the Company’s investment in Liberty Broadband, which is included in the discontinued operations line items of the consolidated Qurate Retail balance sheets as of December 31, 2017, is as follows (amounts in millions): December 31, 2017 Investment in Liberty Broadband measured at fair value $ Deferred income tax liabilities $ |
Schedule Of Disposal Groups Including Discontinued Operations Income Statement | Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Years ended December 31, 2018 2017 2016 Earnings (loss) before income taxes $ 187 473 761 Income tax (expense) benefit $ (46) (21) (282) |
Certain financial information of disposal groups, balance sheet | December 31, 2017 amounts in millions Current assets $ 84 Total assets $ 11,932 Current liabilities $ 11 Total liabilities $ 1,445 Equity $ 10,487 |
Certain financial information of disposal groups, income statement | Year ended December 31, 2017 2016 amounts in millions Operating income $ (25) (21) Share of earnings (loss) of affiliate $ 2,509 642 Gain (loss) on dilution of investment in affiliate $ (18) 771 Income tax (expense) benefit $ (417) (558) Net earnings (loss) attributable to Liberty Broadband shareholders $ 2,034 917 |
Discontinued Operations Spinoff | Liberty Expedia Holdings | Expedia | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule Of Disposal Groups Including Discontinued Operations Income Statement | Certain financial information for Qurate Retail’s investment in Expedia, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Year ended December 31, 2016 Earnings (loss) before income taxes $ 24 Income tax (expense) benefit $ (4) |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured At Fair Value On A Recurring Basis | December 31, 2018 December 31, 2017 Quoted prices Quoted prices in active Significant in active Significant markets other markets other for identical observable for identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 310 310 — 655 655 — Equity securities $ — — — 2,275 2,275 — Indemnification asset (1) $ 79 — 79 — — — Debt $ 1,334 — 1,334 1,846 — 1,846 The indemnification asset is included in Other assets on the consolidated balance sheets as of December 31, 2018. |
Summary of Realized and Unrealized Gains (Losses) on Financial Instruments | Years ended December 31, 2018 2017 2016 amounts in millions Equity securities $ 155 434 723 Exchangeable senior debentures (3) (193) (308) Indemnification asset (70) — — Other financial instruments (6) (96) (1) $ 76 145 414 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In The Carrying Amount Of Goodwill | QVC U.S. QVC International zulily HSN Corporate and Other Total amounts in millions Balance at January 1, 2017 $ 4,305 805 917 — 25 6,052 Acquisition (1) — — — 933 17 950 Foreign currency translation adjustments — 80 — — — 80 Balance at December 31, 2017 4,305 885 917 933 42 7,082 Foreign currency translation adjustments — (25) — — — (25) Disposition (2) — — — — (26) (26) Other (3) — — — (10) (4) (14) Balance at December 31, 2018 $ 4,305 860 917 923 12 7,017 (1) As discussed in note 4, on December 29, 2017, the Company acquired the approximately 62% of HSN it did not already own in an all-stock transaction making HSN a wholly-owned subsidiary. The acquisition resulted in an increase to goodwill of $950 million. (2) As a result of the GCI Liberty Split-Off on March 9, 2018, the Company disposed of its wholly-owned subsidiary Evite, resulting in a $26 million decrease to goodwill. (3) As discussed in note 4, the preliminary purchase price allocation for the HSN acquisition was adjusted, resulting in a decrease to goodwill. |
Schedule of Intangible assets subject to amortization | December 31, 2018 December 31, 2017 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 723 (583) 140 730 (652) 78 Customer relationships 3,320 (2,768) 552 3,356 (2,626) 730 Other 1,329 (963) 366 1,268 (828) 440 Total $ 5,372 (4,314) 1,058 5,354 (4,106) 1,248 |
Amortization Expense For The Next Five Fiscal Years | Based on its amortizable intangible assets as of December 31, 2018, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2019 $ 318 2020 $ 240 2021 $ 166 2022 $ 78 2023 $ 76 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Debt, Unclassified [Abstract] | |
Debt Excluding Intergroup Debt | Outstanding principal Carrying value December 31, December 31, December 31, 2018 2018 2017 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 285 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 433 304 316 3.75% Exchangeable Senior Debentures due 2030 434 307 318 3.5% Exchangeable Senior Debentures due 2031 318 377 342 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 344 868 Subsidiary level notes and facilities QVC 3.125% Senior Secured Notes due 2019 400 399 399 QVC 5.125% Senior Secured Notes due 2022 500 500 500 QVC 4.375% Senior Secured Notes due 2023 750 750 750 QVC 4.85% Senior Secured Notes due 2024 600 600 600 QVC 4.45% Senior Secured Notes due 2025 600 599 599 QVC 5.45% Senior Secured Notes due 2034 400 399 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 — QVC Bank Credit Facilities 1,320 1,320 1,763 HSN Bank Credit Facility — — 460 Other subsidiary debt 188 188 170 Deferred loan costs — (29) (24) Total consolidated Qurate Retail debt $ 7,591 7,373 8,549 Less debt classified as current (1,410) (996) Total long-term debt $ 5,963 7,553 |
Schedule of Five Year Maturities | The annual principal maturities of Qurate Retail's debt and capital lease obligations, based on stated maturity dates, for each of the next five years is as follows (amounts in millions): 2019 $ 433 2020 $ 32 2021 $ 32 2022 $ 530 2023 $ 2,101 |
Debt Securities That Are Not Reported At Fair Value | The fair value, based on quoted prices of instruments not considered to be active markets (Level 2), of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying consolidated balance sheets is as follows (amounts in millions): December 31, 2018 2017 Senior debentures $ 786 866 QVC senior secured notes $ 3,573 3,636 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Schedule of Components of Income Tax (Expense) Benefit | Years ended December 31, 2018 2017 2016 amounts in millions Current: Federal $ (126) (61) (40) State and local (35) (23) (12) Foreign (84) (88) (73) $ (245) (172) (125) Deferred: Federal $ 131 1,252 (186) State and local 57 (95) (9) Foreign (3) — 4 185 1,157 (191) Income tax benefit (expense) $ (60) 985 (316) |
Summary of Domestic and Foreign Earnings from Continuing Operations before Income Taxes | Years ended December 31, 2018 2017 2016 amounts in millions Domestic $ 683 841 923 Foreign 200 209 168 Total $ 883 1,050 1,091 |
Schedule of Effective Income Tax Rate Reconciliation | Years ended December 31, 2018 2017 2016 amounts in millions Computed expected tax benefit (expense) $ (186) (367) (382) State and local income taxes, net of federal income taxes (13) (16) (11) Foreign taxes, net of foreign tax credits (5) (32) (9) Dividends received deductions — 10 9 Alternative energy tax credits and incentives 92 85 94 Change in valuation allowance affecting tax expense 9 (100) (16) Change in tax rate due to Tax Act — 1,317 — Change in state tax rate 61 (71) 1 Consolidation of equity investment — 138 — Other, net (18) 21 (2) Income tax benefit (expense) $ (60) 985 (316) |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2018 2017 amounts in millions Deferred tax assets: Tax losses and capital loss carryforwards $ 177 160 Foreign tax credit carryforwards 121 98 Accrued stock compensation 30 51 Other accrued liabilities 65 19 Other future deductible amounts 110 190 Deferred tax assets 503 518 Valuation allowance (154) (165) Net deferred tax assets 349 353 Deferred tax liabilities: Investments 55 600 Intangible assets 1,123 1,188 Discount on exchangeable debentures 1,067 981 Deferred gain on debt retirements — 43 Other 29 41 Deferred tax liabilities 2,274 2,853 Net deferred tax liabilities $ 1,925 2,500 |
Schedule of Reconciliation of Unrecognized Tax Benefits | Years ended December 31, 2018 2017 2016 amounts in millions Balance at beginning of year $ 71 72 104 Additions based on tax positions related to the current year 9 10 16 Additions for tax positions of prior years 2 4 — Reductions for tax positions of prior years — — (26) Lapse of statute and settlements (12) (15) (22) Balance at end of year $ 70 71 72 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Volatility 2018 grants Qurate Retail options 29.7 % - 30.5 % Liberty Ventures options 27.9 % - 27.9 % 2017 grants Qurate Retail options 26.9 % - 32.7 % Liberty Ventures options 25.9 % - 28.9 % 2016 grants Qurate Retail options 27.4 % - 27.4 % Liberty Ventures options 30.6 % - 30.6 % |
Schedule of Share-based Compensation, Activity | Qurate Retail Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2018 32,361 $ 23.48 1,643 $ Granted 4,768 $ 26.78 175 $ 27.77 Exercised (4,269) $ 16.47 — $ — Forfeited/Cancelled (4,422) $ 27.43 — $ — Outstanding at December 31, 2018 28,438 $ 24.47 3.6 years $ 23 1,818 $ 4.0 years $ — Exercisable at December 31, 2018 17,371 $ 23.80 2.6 years $ 20 1,495 $ 26.65 4.2 years $ — |
Schedule of stock option activity | For the Years ended December 31, 2018 2017 2016 Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC employees (1) 2,924 $ 8.76 3,115 $ 7.86 2,860 $ 7.84 Series A Qurate Retail common stock, zulily employees (1) 336 $ 8.65 483 $ 7.86 433 $ 7.57 Series A Qurate Retail common stock, HSN employees (1) 859 $ 8.77 NA NA NA NA Series A Qurate Retail common stock, Liberty employees and directors (2) 72 $ 7.31 518 $ 7.81 421 $ 8.02 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) 577 $ 7.09 NA NA NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 175 $ 8.84 154 $ 7.92 730 $ 7.47 Series A Ventures Group common stock, Qurate Retail employees and directors (2) NA $ NA 188 $ 16.52 114 $ 12.25 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) 143 $ 16.55 269 $ 15.41 209 $ 12.48 (1) Mainly vests semi-annually over four years. (2) Mainly vests between three and five years for employees and in one year for directors. (3) Vests 50% on each of December 15, 2019 and 2020. Grants in 2018, 2017 and 2016 cliff vested at the end of their respective grant year. Grants were made in connection with his employment agreement (see note 11). |
Liberty Ventures common stock | |
Schedule of stock option activity | Liberty Ventures Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2018 1,670 $ 47.12 1,080 $ 56.38 Granted — $ — 143 $ 54.01 Exercised (2) $ 18.41 — $ — Forfeited/Cancelled — $ — — $ — GCI Liberty Split-Off (1,668) $ 47.15 (1,223) $ 56.10 Outstanding at December 31, 2018 — $ — — years $ — — $ — — years $ — |
Other Comprehensive Earnings _2
Other Comprehensive Earnings (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Comprehensive Earnings (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Comprehensive Foreign Share of Earnings (loss) currency AOCI Attributable to translation of equity Debt Credit Risk adjustments affiliates Adjustments Other AOCI amounts in millions Balance at January 1, 2016 $ (175) (40) — — (215) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (85) (1) — — (86) Distribution of Liberty Expedia Holdings — 35 — — 35 Balance at December 31, 2016 (260) (6) — — (266) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 130 3 — — 133 Balance at December 31, 2017 $ (130) (3) — — (133) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (50) (2) 16 2 Cumulative effect of accounting change — — — 76 76 Balance at December 31, 2018 $ (180) (5) 38 92 (55) |
Schedule of Comprehensive Income (Loss) | Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2018: Foreign currency translation adjustments $ (49) 1 (48) Recognition of previously unrealized losses (gains) on debt, net 21 (5) 16 Share of other comprehensive earnings (loss) of equity affiliates (3) 1 (2) Comprehensive earnings (loss) attributable to debt credit risk adjustments 50 (12) 38 Other comprehensive earnings (loss) $ 19 (15) 4 Year ended December 31, 2017: Foreign currency translation adjustments $ 155 (21) 134 Share of other comprehensive earnings (loss) of equity affiliates 5 (2) 3 Other comprehensive earnings (loss) $ 160 (23) 137 Year ended December 31, 2016: Foreign currency translation adjustments $ (97) 13 (84) Share of other comprehensive earnings (loss) of equity affiliates (8) 3 (5) Other comprehensive earnings (loss) from discontinued operations (3) 1 (2) Other 10 (4) 6 Other comprehensive earnings (loss) $ (98) 13 (85) |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases and build to suit leases | A summary of future minimum lease payments under noncancelable operating leases as of December 31, 2018 follows (amounts in millions): Years ending December 31: 2019 $ 72 2020 $ 61 2021 $ 52 2022 $ 42 2023 $ 36 Thereafter $ 115 |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Information About Liberty's Operating Segments | |
Performance Measures By Segment | Years ended December 31, 2018 2017 2016 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QVC U.S. $ 6,349 1,417 6,140 1,455 6,120 1,435 QVC International 2,738 429 2,631 451 2,562 405 HSN 2,202 213 NA NA NA NA zulily 1,817 108 1,613 91 1,547 112 Corporate and other 973 (13) 23 (47) 428 (13) Inter-segment eliminations (9) — (3) — (10) — Consolidated Qurate Retail $ 14,070 2,154 10,404 1,950 10,647 1,939 |
Other Information By Segment | December 31, 2018 December 31, 2017 Investments Investments Total in Capital Total in Capital assets affiliates expenditures assets affiliates expenditures amounts in millions QVC U.S. $ 9,900 38 143 9,544 40 116 QVC International 2,154 — 67 2,121 — 36 HSN 2,917 — 18 2,798 — — zulily 2,199 — 24 2,323 — 49 Corporate and other 671 97 23 7,336 269 3 Inter-group eliminations — — — — — — Consolidated Qurate Retail $ 17,841 135 275 24,122 309 204 |
Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes | Years ended December 31, 2018 2017 2016 amounts in millions Consolidated segment Adjusted OIBDA $ 2,154 1,950 1,939 Stock-based compensation (88) (123) (97) Depreciation and amortization (637) (725) (874) Transaction related costs (72) (59) — Impairment of intangible assets and long lived assets (33) — — Operating income 1,324 1,043 968 Interest expense (381) (355) (363) Share of earnings (loss) of affiliates, net (162) (200) (68) Realized and unrealized gains (losses) on financial instruments, net 76 145 414 Gains (losses) on transactions, net 1 410 9 Tax sharing income (expense) with GCI Liberty, Inc. 32 — — Other, net (7) 7 131 Earnings (loss) from continuing operations before income taxes $ 883 1,050 1,091 |
Schedule of Revenue by geographic area | Years ended December 31, 2018 2017 2016 amounts in millions United States $ 11,233 7,684 7,979 Japan 947 934 900 Germany 943 899 866 Other foreign countries 947 887 902 $ 14,070 10,404 10,647 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2018 2017 amounts in millions United States $ 869 895 Japan 165 143 Germany 161 164 Other foreign countries 127 139 $ 1,322 1,341 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Schedule of Quarterly Financial Information | 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2018: Revenue $ 3,230 3,233 3,231 4,376 Operating income $ 294 358 237 435 Net earnings (loss) $ 397 198 82 287 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 142 187 72 273 Series A and Series B Liberty Ventures common stock $ 242 — — — Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.17 NA NA — Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.16 NA NA — Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.81 NA NA — Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.78 NA NA — 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2017: Revenue $ 2,327 2,352 2,381 3,344 Operating income $ 213 254 208 368 Net earnings (loss) $ 519 184 308 1,476 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 91 111 119 887 Series A and Series B Liberty Ventures common stock $ 416 64 177 576 Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.25 0.27 2.07 Series A and Series B Liberty Ventures common stock $ 4.89 0.75 2.06 6.70 Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.24 0.26 2.05 Series A and Series B Liberty Ventures common stock $ 4.84 0.74 2.03 6.70 Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.25 0.27 2.07 Series A and Series B Liberty Ventures common stock $ 4.89 0.75 2.06 6.70 Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.20 0.24 0.26 2.05 Series A and Series B Liberty Ventures common stock $ 4.84 0.74 2.03 6.70 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Dec. 29, 2017shares | Jul. 22, 2016shares | Oct. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 23, 2018 | Mar. 09, 2018item | Nov. 04, 2016USD ($) | Nov. 02, 2016USD ($) | Aug. 31, 2016USD ($) |
Severance Costs | $ 41,000,000 | ||||||||||
Related Party Transaction, Amounts of Transaction | 8,000,000 | $ 11,000,000 | $ 10,000,000 | ||||||||
Number Of Tracking Stock | item | 2 | ||||||||||
Reimbursement from Liberty Expedia Holdings | $ 4,000,000 | ||||||||||
1.75% Exchangeable Senior Debentures due 2046 | |||||||||||
Principal amount | $ 1,000 | ||||||||||
GCI Liberty | |||||||||||
Related party Payable | 103,000,000 | ||||||||||
Related party payable, current | $ 37,000,000 | ||||||||||
HSN, Inc. | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.00% | ||||||||||
HSN, Inc. | Common Class A | |||||||||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | ||||||||||
Stock Issued During Period Shares Acquisitions | shares | 53,600,000 | ||||||||||
QVC Group | |||||||||||
Share exchange ratio | 1 | ||||||||||
Liberty Ventures common stock | Common Class A | |||||||||||
Spilt-Off redemption ratio | 1 | ||||||||||
Liberty Ventures common stock | Common Class B | |||||||||||
Spilt-Off redemption ratio | 1 | ||||||||||
Transfer to entity under common control | QVC | |||||||||||
Ownership interest in investee | 100.00% | ||||||||||
CommerceHub | Spinoff | Common Class A | |||||||||||
Shares issued as dividend | shares | 0.1 | ||||||||||
CommerceHub | Spinoff | Common Class B | |||||||||||
Shares issued as dividend | shares | 0.1 | ||||||||||
CommerceHub | Spinoff | Common Class C | |||||||||||
Shares issued as dividend | shares | 0.2 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | |||||||||||
Cash distributed to Liberty from Liberty Expedia Holdings | $ 299,000,000 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | Expedia Holdings Margin Loan | |||||||||||
Principal amount | $ 350,000,000 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | Common Class A | |||||||||||
Spilt-Off redemption ratio | 0.4 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | Common Class B | |||||||||||
Spilt-Off redemption ratio | 0.4 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | Liberty Ventures common stock | Common Class A | |||||||||||
Spilt-Off redemption ratio | 0.4 | ||||||||||
Liberty Expedia Holdings | Discontinued Operations Split-Off | Liberty Ventures common stock | Common Class B | |||||||||||
Spilt-Off redemption ratio | 0.4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance | $ 92 | $ 99 | $ 87 |
Provision for Doubtful Accounts | 123 | 73 | 109 |
Other | 3 | (1) | (1) |
Deductions write-offs | (101) | (79) | (96) |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | 117 | 92 | 99 |
Inventory Valuation Reserves | 151 | 93 | |
Available-for-sale Securities, Noncurrent | 96 | 2,363 | |
Property, Plant and Equipment, Gross | 2,685 | 2,564 | |
Depreciation | 211 | 176 | $ 171 |
Land | |||
Property, Plant and Equipment, Gross | 128 | 108 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Gross | 1,194 | 1,165 | |
Equipment [Member] | |||
Property, Plant and Equipment, Gross | 1,302 | 1,240 | |
Projects in Progress | |||
Property, Plant and Equipment, Gross | $ 61 | 51 | |
Minimum | Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 8 years | ||
Minimum | Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Maximum | Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Maximum | Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Fair Value Option Securities | |||
Available-for-sale Securities, Noncurrent | $ 0 | $ 2,275 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Inventories | $ 1,474 | $ 1,411 | $ 1,474 | $ 1,411 | $ 1,384 | |||||||
Other current assets | 224 | 125 | 224 | 125 | 114 | |||||||
Other current liabilities | 155 | 169 | 155 | 169 | 123 | |||||||
Deferred income tax liabilities | 1,925 | 2,500 | 1,925 | 2,500 | 2,502 | |||||||
Retained earnings | 5,675 | 9,068 | 5,675 | 9,068 | 9,074 | |||||||
Net revenue | 14,070 | |||||||||||
Cost of retail sales | 9,209 | 6,789 | $ 6,908 | |||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,897 | 1,188 | 1,190 | |||||||||
Operating expenses | 970 | 659 | 707 | |||||||||
Income tax (expense) benefit | (60) | 985 | (316) | |||||||||
Net income | 273 | $ 72 | $ 187 | $ 142 | $ 887 | $ 119 | $ 111 | $ 91 | 916 | $ 2,441 | $ 1,235 | |
Other Current Assets | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Inventory expected return current | 121 | 121 | ||||||||||
Other Current Liabilities | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Sales return liability current | $ 266 | 266 | ||||||||||
Before Adoption | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Net revenue | 13,916 | |||||||||||
Cost of retail sales | 9,196 | |||||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,771 | |||||||||||
Operating expenses | 968 | |||||||||||
Income tax (expense) benefit | (58) | |||||||||||
Net income | 905 | |||||||||||
ASU 2014-09 | Adjustment | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Inventories | (27) | |||||||||||
Other current assets | (11) | |||||||||||
Other current liabilities | (46) | |||||||||||
Deferred income tax liabilities | 2 | |||||||||||
Retained earnings | $ 6 | |||||||||||
Net revenue | (154) | |||||||||||
Cost of retail sales | (13) | |||||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | (126) | |||||||||||
Operating expenses | (2) | |||||||||||
Income tax (expense) benefit | 2 | |||||||||||
Net income | $ (11) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Net revenue | $ 14,070 |
Corp and Other | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 964 |
QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 6,349 |
QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 2,738 |
HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 2,202 |
zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,817 |
Home | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 5,500 |
Home | Corp and Other | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 791 |
Home | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 2,265 |
Home | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,023 |
Home | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 910 |
Home | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 511 |
Apparel | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 2,640 |
Apparel | Corp and Other | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 180 |
Apparel | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,140 |
Apparel | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 453 |
Apparel | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 183 |
Apparel | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 684 |
Beauty | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 2,016 |
Beauty | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,040 |
Beauty | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 640 |
Beauty | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 286 |
Beauty | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 50 |
Accessories | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,678 |
Accessories | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 772 |
Accessories | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 273 |
Accessories | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 161 |
Accessories | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 472 |
Electronics | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 1,266 |
Electronics | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 674 |
Electronics | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 119 |
Electronics | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 455 |
Electronics | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 18 |
Jewelry | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 739 |
Jewelry | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 324 |
Jewelry | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 213 |
Jewelry | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 149 |
Jewelry | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 53 |
Other | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 231 |
Other | Corp and Other | |
Disaggregation of Revenue [Line Items] | |
Net revenue | (7) |
Other | QVC US | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 134 |
Other | QVC International | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 17 |
Other | HSN | |
Disaggregation of Revenue [Line Items] | |
Net revenue | 58 |
Other | zulily | |
Disaggregation of Revenue [Line Items] | |
Net revenue | $ 29 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales returns | $ 2,434 | $ 1,861 | $ 1,865 | ||||||||
Sales returns, beginning balance | $ 137 | $ 98 | 137 | 98 | 106 | ||||||
Additions, charged to earnings | 1,027 | 1,051 | |||||||||
Deductions | (1,023) | (1,060) | |||||||||
Acquisition of HSN | 35 | ||||||||||
Sales returns, ending balance | $ 137 | 137 | 98 | ||||||||
Stock-based compensation | 88 | 123 | 97 | ||||||||
Net income | $ 273 | $ 72 | $ 187 | 142 | 887 | $ 119 | $ 111 | 91 | $ 916 | $ 2,441 | $ 1,235 |
Antidilutive securities | 25,000,000 | 20,000,000 | 13,000,000 | ||||||||
Basic EPS (WA shares outstanding) | 462,000,000 | 445,000,000 | 476,000,000 | ||||||||
Potentially dilutive shares | 3,000,000 | 3,000,000 | 5,000,000 | ||||||||
Diluted EPS (WA shares outstanding) | 465,000,000 | 448,000,000 | 481,000,000 | ||||||||
Retained Earnings | |||||||||||
Reclassification | $ (4,239) | $ (405) | |||||||||
Continuing Operations | |||||||||||
Net income | 674 | 1,208 | $ 473 | ||||||||
Liberty Ventures common stock | |||||||||||
Net income | 242 | 576 | $ 177 | $ 64 | $ 416 | $ 242 | $ 1,233 | $ 762 | |||
Basic EPS (WA shares outstanding) | 86,000,000 | 86,000,000 | 134,000,000 | ||||||||
Potentially dilutive shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Diluted EPS (WA shares outstanding) | 87,000,000 | 87,000,000 | 135,000,000 | ||||||||
Liberty Ventures common stock | Maximum | |||||||||||
Antidilutive securities | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Liberty Ventures common stock | Continuing Operations | |||||||||||
Net income | $ 101 | $ 781 | $ 263 | ||||||||
Liberty Ventures common stock | Discontinued Operations | |||||||||||
Net income | 141 | 452 | $ 499 | ||||||||
ASU 2014-09 | Adjustment | |||||||||||
Sales returns, beginning balance | $ 267 | 267 | |||||||||
Additions, charged to earnings | 2,281 | ||||||||||
Deductions | (2,282) | ||||||||||
Sales returns, ending balance | $ 266 | $ 267 | 266 | $ 267 | |||||||
Net income | $ (11) |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Disclosures to Consolidated Statements of Cash Flow [Abstract] | |||
Fair value of assets acquired | $ (11) | $ 956 | |
Intangible assets not subject to amortization | 1,577 | $ 7 | |
Intangible assets subject to amortization | (4) | 651 | (40) |
Net liabilities assumed | 10 | (977) | |
Deferred tax assets (liabilities) | 5 | (281) | 33 |
Fair value of equity consideration | (1,948) | ||
Cash paid (received) for acquisitions, net of cash acquired | (22) | ||
Cash paid for interest | 362 | 343 | 354 |
Cash paid for income taxes | $ 226 | $ 158 | $ 204 |
Supplemental Disclosures to C_4
Supplemental Disclosures to Consolidated Statement of Cash Flows - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 653 | $ 903 | ||
Restricted cash included in other current assets | $ 7 | $ 9 | ||
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other Current Assets [Member] | Other Current Assets [Member] | ||
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 660 | $ 912 | $ 836 | $ 2,460 |
Acquisitions (Details)
Acquisitions (Details) shares in Millions | Dec. 29, 2017USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Equity Method Investments | $ 135,000,000 | $ 309,000,000 | ||
Goodwill | 7,017,000,000 | 7,082,000,000 | $ 6,052,000,000 | |
Business Acquisition, Pro Forma Information | ||||
Stock-based compensation | 88,000,000 | 123,000,000 | $ 97,000,000 | |
HSN, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.00% | |||
Equity Method Investments | $ 605,000,000 | |||
Equity value of acquired business | 1,900,000,000 | |||
Remeasurement Gain | 409,000,000 | |||
Cash and cash equivalents | 22,000,000 | |||
Property and equipment | 220,000,000 | |||
Other assets | 772,000,000 | |||
Goodwill | 936,000,000 | |||
Trademarks | 676,000,000 | |||
Intangible assets subject to amortization | 598,000,000 | |||
Accounts payable and Accrued liabilities | (519,000,000) | |||
Long-term debt | (467,000,000) | |||
Other liabilities assumed | (13,000,000) | |||
Deferred tax liabilities | (277,000,000) | |||
Total | 1,948,000,000 | |||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||
Adjustments to property and equipment | 6,000,000 | |||
Adjustments to other assets | 20,000,000 | |||
Adjustments to Accounts payable and accrued liabilities | 4,000,000 | |||
Adjustments to debt | (7,000,000) | |||
Adjustments to other liabilities assumed | (1,000,000) | |||
Adjustment to goodwill | (14,000,000) | |||
Adjustments to deferred tax liabilities | (4,000,000) | |||
Adjustments to Intangibles | (4,000,000) | |||
Business Acquisition, Pro Forma Information | ||||
Pro Forma Revenue | 13,791,000,000 | 14,220,000,000 | ||
Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | $ 2,200,000,000 | 1,258,000,000 | ||
Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 43,000,000 | |||
HSN, Inc. | Customer Relationships | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets subject to amortization | $ 421,000,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |||
HSN, Inc. | Capitalized Software | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets subject to amortization | $ 16,000,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||
HSN, Inc. | Technology | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets subject to amortization | $ 161,000,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||
Common Class A | HSN, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | |||
Stock Issued During Period Shares Acquisitions | shares | 53.6 | |||
Common Class A | QVC Group | HSN, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Value of shares issued to acquire business | $ 1,300,000,000 | |||
HSN | ||||
Business Acquisition, Pro Forma Information | ||||
Business acquisition costs, including stock-based compensation | 38,000,000 | |||
Stock-based compensation | 8,000,000 | |||
Corporate and Other Cornerstone | ||||
Business Acquisition, Pro Forma Information | ||||
Restructuring Charges | $ 5,000,000 |
Disposals (Details)
Disposals (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CommerceHub | Disposal Group, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 51 | ||
Disposal Group Net Earnings (Loss) | $ 5 | ||
Liberty Ventures common stock | GCI Liberty and Liberty Expedia Holdings | Discontinued Operations Split-Off | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | $ 1.64 | $ 5.26 | $ 3.73 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | $ 1.62 | $ 5.20 | $ 3.69 |
Bodybuilding | Liberty Expedia Holdings | Disposal Group, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 355 | ||
Disposal Group Net Earnings (Loss) | 6 | ||
Evite | GCI Liberty | Discontinued Operations Spinoff | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 3 | $ 24 | 23 |
Disposal Group Net Earnings (Loss) | (2) | (3) | (1) |
Disposal Group Total Assets | 43 | ||
LendingTree | GCI Liberty | Discontinued Operations Spinoff | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group Net Earnings (Loss) | 6 | 31 | |
Disposal Group Total Assets | 115 | ||
Liberty Broadband | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets | 84 | ||
Total assets | 11,932 | ||
Current liabilities | 11 | ||
Total liabilities | 1,445 | ||
Equity | 10,487 | ||
Operating income | (25) | (21) | |
Share of earnings (loss) of affiliates | 2,509 | 642 | |
Gain (loss) on dilution of investment in affiliate | (18) | 771 | |
Income tax (expense) benefit | (417) | (558) | |
Net earnings (loss) attributable to Liberty Broadband shareholders | 2,034 | 917 | |
Liberty Broadband | GCI Liberty | Discontinued Operations Split-Off | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Investment in Liberty Broadband measured at fair value | 3,635 | ||
Deferred income tax liabilities | 303 | ||
Earnings (loss) before income taxes | 187 | 473 | 761 |
Income tax (expense) benefit | (46) | $ (21) | (282) |
Expedia | Liberty Expedia Holdings | Discontinued Operations Split-Off | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Earnings (loss) before income taxes | 24 | ||
Income tax (expense) benefit | $ (4) | ||
Maximum | LendingTree | GCI Liberty | Discontinued Operations Spinoff | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group Net Earnings (Loss) | $ 1 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Mar. 09, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | $ 310 | $ 655 | ||
Equity Securities | 2,275 | |||
Indemnification asset | 79 | $ 281 | ||
Debt | 1,334 | 1,846 | ||
Indemnification payment from GCI Liberty, Inc. | 133 | |||
Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 310 | 655 | ||
Equity Securities | 2,275 | |||
Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Indemnification asset | 79 | |||
Debt | $ 1,334 | $ 1,846 | ||
1.75% Exchangeable Senior Debentures due 2046 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate (as a percent) | 1.75% | |||
Securities repurchased | 417,759 | |||
Debt Instrument, Repurchase Amount | $ 457 | |||
Exchangeable debenture securities outstanding | 332,241 | |||
1.75% Exchangeable Senior Debentures due 2046 | GCI Liberty | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Indemnification payment from GCI Liberty, Inc. | $ 133 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value Realized Unrealized Gain Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net (note 6) | $ 76 | $ 145 | $ 414 |
Equity Securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net (note 6) | 155 | 434 | 723 |
Exchangeable Senior Debentures | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net (note 6) | (3) | (193) | (308) |
Indemnification Assets | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net (note 6) | (70) | ||
Other Financial Instruments | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net (note 6) | $ (6) | $ (96) | $ (1) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Changes In The Carrying Amount Of Goodwill) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance, beginning of the year | $ 7,082 | $ 6,052 |
Acquisitions | 950 | |
Disposition | (26) | |
Foreign currency translation adjustments | (25) | 80 |
Other | (14) | |
Balance, end of the year | 7,017 | 7,082 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 5,372 | 5,354 |
Accumulated amortization | (4,314) | (4,106) |
Finite-Lived Intangible Assets, Net | 1,058 | 1,248 |
Television Distribution Rights | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 723 | 730 |
Accumulated amortization | (583) | (652) |
Finite-Lived Intangible Assets, Net | 140 | 78 |
Customer Relationships | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 3,320 | 3,356 |
Accumulated amortization | (2,768) | (2,626) |
Finite-Lived Intangible Assets, Net | 552 | 730 |
Other Intangible Assets | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 1,329 | 1,268 |
Accumulated amortization | (963) | (828) |
Finite-Lived Intangible Assets, Net | 366 | 440 |
Corp and Other | ||
Goodwill [Roll Forward] | ||
Balance, beginning of the year | 42 | 25 |
Acquisitions | 17 | |
Disposition | (26) | |
Other | (4) | |
Balance, end of the year | 12 | 42 |
QVC US | ||
Goodwill [Roll Forward] | ||
Balance, beginning of the year | 4,305 | 4,305 |
Balance, end of the year | 4,305 | 4,305 |
QVC International | ||
Goodwill [Roll Forward] | ||
Balance, beginning of the year | 885 | 805 |
Foreign currency translation adjustments | (25) | 80 |
Balance, end of the year | 860 | 885 |
zulily | ||
Goodwill [Roll Forward] | ||
Balance, beginning of the year | 917 | 917 |
Balance, end of the year | 917 | 917 |
HSN | ||
Goodwill [Roll Forward] | ||
Balance, beginning of the year | 933 | |
Acquisitions | 933 | |
Other | (10) | |
Balance, end of the year | $ 923 | $ 933 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average useful life at time of acquisition | 9 years | |||
Amortization of Intangible Assets | $ 426 | $ 549 | $ 703 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 0 | |||
HSN, Inc. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.00% |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Amortization Expense For The Next Five Fiscal Years) (Details) $ in Millions | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 318 |
2,020 | 240 |
2,021 | 166 |
2,022 | 78 |
2,023 | $ 76 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (HSN Tradename Impairment) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
HSN | Trade Names | |
Indefinite-lived Intangible Assets [Line Items] | |
Impairment of intangible assets | $ 30 |
Debt (Debt Excluding Intergroup
Debt (Debt Excluding Intergroup Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2016 |
Outstanding principal | $ 7,591 | |||
Total consolidated debt | 7,373 | $ 8,549 | ||
Less debt classified as current | (1,410) | (996) | ||
Long-term debt, including current portion | 5,963 | 7,553 | ||
Deferred loan costs | (29) | (24) | ||
8.5% Senior Debentures Due 2029 | ||||
Outstanding principal | 287 | |||
Total consolidated debt | $ 286 | 285 | ||
Debt instrument interest rate | 8.50% | |||
8.25% Senior Debentures Due 2030 | ||||
Outstanding principal | $ 504 | |||
Total consolidated debt | $ 502 | 502 | ||
Debt instrument interest rate | 8.25% | |||
4% Exchangeable Senior Debentures Due 2029 | ||||
Outstanding principal | $ 433 | |||
Total consolidated debt | $ 304 | 316 | ||
Debt instrument interest rate | 4.00% | |||
3.75% Exchangeable Senior Debentures Due 2030 | ||||
Outstanding principal | $ 434 | |||
Total consolidated debt | $ 307 | 318 | ||
Debt instrument interest rate | 3.75% | |||
3.5% Exchangeable Senior Debentures Due 2031 | ||||
Outstanding principal | $ 318 | |||
Total consolidated debt | $ 377 | 342 | ||
Debt instrument interest rate | 3.50% | |||
0.75% Exchangeable Senior Debentures due 2043 | ||||
Total consolidated debt | $ 2 | 2 | ||
Debt instrument interest rate | 0.75% | |||
1.75% Exchangeable Senior Debentures due 2046 | ||||
Outstanding principal | $ 332 | $ 750 | ||
Total consolidated debt | $ 344 | 868 | ||
Debt instrument interest rate | 1.75% | |||
Other Debt [Member] | ||||
Outstanding principal | $ 188 | |||
Total consolidated debt | 188 | 170 | ||
QVC | QVC 3.125% Senior Secured Notes Due 2019 | ||||
Outstanding principal | 400 | |||
Total consolidated debt | $ 399 | 399 | ||
Debt instrument interest rate | 3.125% | |||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | ||||
Outstanding principal | $ 500 | |||
Total consolidated debt | $ 500 | 500 | ||
Debt instrument interest rate | 5.125% | |||
QVC | QVC 4.375% Senior Secured Notes due 2023 | ||||
Outstanding principal | $ 750 | |||
Total consolidated debt | $ 750 | 750 | ||
Debt instrument interest rate | 4.375% | |||
QVC | QVC 4.85% Senior Secured Notes Due 2024 | ||||
Outstanding principal | $ 600 | |||
Total consolidated debt | $ 600 | 600 | ||
Debt instrument interest rate | 4.85% | |||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | ||||
Outstanding principal | $ 600 | |||
Total consolidated debt | $ 599 | 599 | ||
Debt instrument interest rate | 4.45% | |||
QVC | QVC 5.45% Senior Secured Notes Due 2034 | ||||
Outstanding principal | $ 400 | |||
Total consolidated debt | $ 399 | 399 | ||
Debt instrument interest rate | 5.45% | |||
QVC | QVC 5.95% Senior Secured Notes due 2043 | ||||
Outstanding principal | $ 300 | |||
Total consolidated debt | $ 300 | 300 | ||
Debt instrument interest rate | 5.95% | |||
QVC | QVC 6.735% Senior Secured Notes Due 2067 | ||||
Outstanding principal | $ 225 | $ 225 | ||
Total consolidated debt | $ 225 | |||
Debt instrument interest rate | 6.375% | 6.375% | ||
QVC | QVC Bank Credit Facilities | ||||
Outstanding principal | $ 1,320 | |||
Total consolidated debt | $ 1,320 | 1,763 | ||
HSN, Inc. | HSN Bank Credit Facility | ||||
Total consolidated debt | $ 460 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Mar. 01, 2018USD ($) | Jan. 31, 2018$ / shares | Dec. 29, 2017USD ($) | Jan. 27, 2015USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2016USD ($)$ / shares | May 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2018USD ($) | Apr. 24, 2017USD ($) | Jun. 23, 2016USD ($) | Aug. 21, 2014USD ($) | Mar. 18, 2014USD ($) |
Long-term debt | $ 7,373,000,000 | $ 8,549,000,000 | |||||||||||||
Outstanding principal | 7,591,000,000 | ||||||||||||||
Debt, Current | 1,410,000,000 | 996,000,000 | |||||||||||||
Loss on extinguishment of debt | (24,000,000) | $ (6,000,000) | |||||||||||||
Senior Debentures | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000,000 | 4,000,000 | |||||||||||||
8.5% Senior Debentures Due 2029 | |||||||||||||||
Interest rate (as a percent) | 8.50% | ||||||||||||||
Long-term debt | $ 286,000,000 | 285,000,000 | |||||||||||||
Outstanding principal | $ 287,000,000 | ||||||||||||||
8.25% Senior Debentures Due 2030 | |||||||||||||||
Interest rate (as a percent) | 8.25% | ||||||||||||||
Long-term debt | $ 502,000,000 | 502,000,000 | |||||||||||||
Outstanding principal | 504,000,000 | ||||||||||||||
Exchangeable Senior Debentures | |||||||||||||||
Debt, Current | $ 990,000,000 | ||||||||||||||
4% Exchangeable Senior Debentures Due 2029 | |||||||||||||||
Interest rate (as a percent) | 4.00% | ||||||||||||||
Long-term debt | $ 304,000,000 | 316,000,000 | |||||||||||||
Outstanding principal | 433,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Sprint | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 3.2265 | ||||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Century Link, Inc. | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.7860 | ||||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | |||||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||||
Long-term debt | $ 307,000,000 | 318,000,000 | |||||||||||||
Outstanding principal | 434,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Sprint | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 2.3578 | ||||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Century Link, Inc. | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.5746 | ||||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | |||||||||||||||
Interest rate (as a percent) | 3.50% | ||||||||||||||
Long-term debt | $ 377,000,000 | 342,000,000 | |||||||||||||
Outstanding principal | 318,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | Motorola Solutions | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 5.2598 | ||||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | |||||||||||||||
Interest rate (as a percent) | 0.75% | ||||||||||||||
Long-term debt | $ 2,000,000 | 2,000,000 | |||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||||
Debt exchanged | 523,000,000 | ||||||||||||||
Extraordinary Distribution to Bondholder | $ 11.9399 | $ 325,000,000 | |||||||||||||
Proceeds from (Repayments of) Long-term Debt and Capital Securities | 1,181,000,000 | ||||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | Time Inc | |||||||||||||||
Cash consideration per share due to acquisition | $ / shares | $ 18.50 | ||||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | Charter | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 3.1648 | ||||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | AT&T | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 7.4199 | ||||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | |||||||||||||||
Interest rate (as a percent) | 1.75% | ||||||||||||||
Long-term debt | $ 344,000,000 | 868,000,000 | |||||||||||||
Outstanding principal | $ 750,000,000 | 332,000,000 | |||||||||||||
Debt Instrument, Repurchase Amount | $ 457,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | Charter | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 2.9317 | ||||||||||||||
Exchange Price of Shares Attributable to Debentures | $ / shares | $ 341.10 | ||||||||||||||
Adjusted face amount per debenture | 3.5% Exchangeable Senior Debentures Due 2031 | |||||||||||||||
Debt instrument, face amount per debenture | $ 531 | ||||||||||||||
QVC | Interest Rate Swap | |||||||||||||||
Derivative, Notional Amount | $ 125,000,000 | ||||||||||||||
Derivative, Term of Contract | 13 months | 3 years | |||||||||||||
QVC | QVC 3.125% Senior Secured Notes Due 2019 | |||||||||||||||
Interest rate (as a percent) | 3.125% | ||||||||||||||
Long-term debt | $ 399,000,000 | 399,000,000 | |||||||||||||
Outstanding principal | $ 400,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | ||||||||||||||
Debt issuance price as percent of par | 99.828% | ||||||||||||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | |||||||||||||||
Interest rate (as a percent) | 5.125% | ||||||||||||||
Long-term debt | $ 500,000,000 | 500,000,000 | |||||||||||||
Outstanding principal | 500,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | ||||||||||||||
QVC | QVC 4.375% Senior Secured Notes due 2023 | |||||||||||||||
Interest rate (as a percent) | 4.375% | ||||||||||||||
Long-term debt | $ 750,000,000 | 750,000,000 | |||||||||||||
Outstanding principal | 750,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 750,000,000 | ||||||||||||||
QVC | QVC 4.85% Senior Secured Notes Due 2024 | |||||||||||||||
Interest rate (as a percent) | 4.85% | ||||||||||||||
Long-term debt | $ 600,000,000 | 600,000,000 | |||||||||||||
Outstanding principal | $ 600,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||||
Debt issuance price as percent of par | 99.927% | ||||||||||||||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | |||||||||||||||
Interest rate (as a percent) | 4.45% | ||||||||||||||
Long-term debt | $ 599,000,000 | 599,000,000 | |||||||||||||
Outstanding principal | $ 600,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||||
Debt issuance price as percent of par | 99.86% | ||||||||||||||
QVC | QVC 5.45% Senior Secured Notes Due 2034 | |||||||||||||||
Interest rate (as a percent) | 5.45% | ||||||||||||||
Long-term debt | $ 399,000,000 | 399,000,000 | |||||||||||||
Outstanding principal | $ 400,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | ||||||||||||||
Debt issuance price as percent of par | 99.784% | ||||||||||||||
QVC | QVC 5.95% Senior Secured Notes due 2043 | |||||||||||||||
Interest rate (as a percent) | 5.95% | ||||||||||||||
Long-term debt | $ 300,000,000 | 300,000,000 | |||||||||||||
Outstanding principal | 300,000,000 | ||||||||||||||
Debt Instrument, Face Amount | 300,000,000 | ||||||||||||||
QVC | QVC Bank Credit Facilities | |||||||||||||||
Long-term debt | 1,320,000,000 | $ 1,763,000,000 | |||||||||||||
Outstanding principal | 1,320,000,000 | ||||||||||||||
QVC | Amendment No. 3 QVC Bank Credit Facility | |||||||||||||||
Remaining borrowing capacity | $ 2,300,000,000 | ||||||||||||||
Debt Instrument, Interest Rate During Period | 3.90% | ||||||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Maximum borrowing capacity | $ 3,650,000,000 | ||||||||||||||
QVC | QVC 6.735% Senior Secured Notes Due 2067 | |||||||||||||||
Interest rate (as a percent) | 6.375% | 6.375% | |||||||||||||
Long-term debt | $ 225,000,000 | ||||||||||||||
Outstanding principal | $ 225,000,000 | 225,000,000 | |||||||||||||
Debt instrument, term | 5 years | ||||||||||||||
QVC | Standby Letters of Credit | |||||||||||||||
Maximum borrowing capacity | 450,000,000 | ||||||||||||||
Remaining borrowing capacity | 20,000,000 | ||||||||||||||
QVC | Uncommitted Incremental Revolving Loan Commitments or Incremental Term Loans | |||||||||||||||
Maximum borrowing capacity | 1,800,000,000 | ||||||||||||||
QVC | Portion of Credit Facility Available Only to QVC | |||||||||||||||
Maximum borrowing capacity | 3,250,000,000 | ||||||||||||||
QVC | Portion of Credit Facility Available to QVC and zulily | |||||||||||||||
Maximum borrowing capacity | 400,000,000 | ||||||||||||||
HSN, Inc. | HSNi interest rate swap | |||||||||||||||
Derivative, Notional Amount | $ 250,000,000 | ||||||||||||||
Derivative, Fixed Interest Rate | 1.05% | ||||||||||||||
Debt Instrument Interest Rate Including Derivative Fixed Rate | 2.3525% | ||||||||||||||
HSN, Inc. | HSN Bank Credit Facility | |||||||||||||||
Maximum borrowing capacity | $ 1,750,000,000 | ||||||||||||||
Long-term debt | $ 460,000,000 | ||||||||||||||
Secured debt | $ 1,250,000,000 | ||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||
Percentage secured by U.S. subsidiaries | 100.00% | ||||||||||||||
Percentage secured by foreign subsidiaries | 65.00% | ||||||||||||||
Line of Credit, current borrowing capacity | $ 750,000,000 | ||||||||||||||
HSN, Inc. | HSN Bank Credit Facility | Senior secured note | |||||||||||||||
Secured debt | $ 500,000,000 | ||||||||||||||
HSN, Inc. | Amendment No. 1 HSNi Bank Credit Facility | |||||||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||||||||||||
Loss on extinguishment of debt | $ (2,000,000) | ||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||||||||||||
LIBOR | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||||||||||||
Base Rate | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | alternate base rate | ||||||||||||||
Minimum | HSN, Inc. | Amendment No. 1 HSNi Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||||||
Debt instrument interest Rate Interest rate (as a percent) | 0.25% | ||||||||||||||
Commitment fee (as a percent) | 0.20% | ||||||||||||||
Minimum | LIBOR | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||||||
Minimum | Base Rate | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||||||||
Maximum | QVC | Portion of Credit Facility Available to QVC and zulily | |||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||||||
Maximum | HSN, Inc. | Amendment No. 1 HSNi Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||||
Debt instrument interest Rate Interest rate (as a percent) | 0.75% | ||||||||||||||
Commitment fee (as a percent) | 0.30% | ||||||||||||||
Maximum | LIBOR | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||||
Maximum | Base Rate | QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Debt (Debt Securities That Are
Debt (Debt Securities That Are Not Reported At Fair Value) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
2,019 | $ 433 | |
2,020 | 32 | |
2,021 | 32 | |
2,022 | 530 | |
2,023 | 2,101 | |
Senior Debentures | ||
Debt Instrument [Line Items] | ||
Fair Value of Debt Securities That Are Not Reported at Fair Value | 786 | $ 866 |
QVC Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Fair Value of Debt Securities That Are Not Reported at Fair Value | $ 3,573 | $ 3,636 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit) [Abstract] | |||
Current Federal | $ (126) | $ (61) | $ (40) |
Current State and Local | (35) | (23) | (12) |
Current Foreign | (84) | (88) | (73) |
Current Income Tax Expense (Benefit) | (245) | (172) | (125) |
Deferred Federal | 131 | 1,252 | (186) |
Deferred State and Local | 57 | (95) | (9) |
Deferred Foreign | (3) | 4 | |
Deferred Income Tax Expense (Benefit) | 185 | 1,157 | (191) |
Income tax benefit (expense) | (60) | 985 | (316) |
Domestic | 683 | 841 | 923 |
Foreign | 200 | 209 | 168 |
Earnings (loss) from continuing operations before income taxes | $ 883 | $ 1,050 | $ 1,091 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Transition tax payment period | 8 years | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 35.00% |
Computed expected tax benefit (expense) | $ (186) | $ (367) | $ (382) |
State and local income taxes, net of federal income taxes | (13) | (16) | (11) |
Foreign taxes, net of foreign tax credits | (5) | (32) | (9) |
Dividends received deductions | 10 | 9 | |
Alternative energy tax credits | 92 | 85 | 94 |
Change in valuation allowance affecting tax expense | 9 | (100) | (16) |
Change in tax rate - U.S. tax reform | 1,317 | ||
Impact of change in state rate on deferred taxes | 61 | (71) | 1 |
Consolidation of equity investment | 138 | ||
Other, net | (18) | 21 | (2) |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Tax losses and capital loss carryforwards | 177 | 160 | |
Foreign tax credit carryforwards | 121 | 98 | |
Accrued stock compensation | 30 | 51 | |
Other accrued liabilities | 65 | 19 | |
Other future deductible amounts | 110 | 190 | |
Deferred tax assets | 503 | 518 | |
Valuation allowance | (154) | (165) | |
Net deferred tax assets | 349 | 353 | |
Investments | 55 | 600 | |
Intangible assets | 1,123 | 1,188 | |
Discount on exchangeable debentures | 1,067 | 981 | |
Deferred gain on debt retirements | 43 | ||
Other | 29 | 41 | |
Deferred tax liabilities | 2,274 | 2,853 | |
Deferred tax liabilities | 1,925 | 2,500 | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | (11) | ||
Change in allowance of deferred tax asset affecting tax expense | 9 | ||
Change in allowance of deferred tax asset affecting equity | 2 | ||
Operating Loss Carryforwards, Valuation Allowance | 107 | ||
Foreign tax credit carryforward valuation allowance | 47 | ||
Income Tax Uncertainties [Abstract] | |||
Balance at beginning of year | 71 | 72 | 104 |
Additions based on tax positions related to the current year | 9 | 10 | 16 |
Additions for tax positions of prior years | 2 | 4 | |
Reductions for tax positions of prior years | (26) | ||
Lapse of statute and settlements | (12) | (15) | (22) |
Balance at end of year | 70 | 71 | 72 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 56 | 60 | 50 |
Reasonably possible change in unrecognized tax benefit within 12 months | 0.6 | ||
Accrued interest and penalties related to uncertain tax positions | $ 20 | $ 17 | $ 17 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ in Millions | Dec. 29, 2017shares | Dec. 31, 2018USD ($)Voteshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Mar. 09, 2018 | Nov. 04, 2016 | Jun. 02, 2015shares |
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Capital stock designated as common stock | 8,965,000,000 | ||||||
Capital stock authorized for issuance | 9,015,000,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 30,300,000 | ||||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Number of votes | Vote | 1 | ||||||
Share received in exchange | 1 | ||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | |||||
Common Stock, Shares, Issued | 409,901,058 | 449,335,940 | |||||
Common Stock, Shares, Outstanding | 409,901,058 | 449,335,940 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 28,400,000 | ||||||
Stock Repurchased and Retired During Period, Shares | 43,080,787 | 34,765,751 | 34,836,196 | ||||
Stock Repurchased and Retired During Period, Value | $ | $ 988 | $ 766 | $ 799 | ||||
Common Class A | Liberty Expedia Holdings | Discontinued Operations Split-Off | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 0.4 | ||||||
Common Class A | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||
Common Stock, Shares, Issued | 81,686,659 | ||||||
Common Stock, Shares, Outstanding | 81,686,659 | ||||||
Spilt-Off redemption ratio | 1 | ||||||
Common Class A | Liberty Ventures common stock | Liberty Expedia Holdings | Discontinued Operations Split-Off | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 0.4 | ||||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Number of votes | Vote | 10 | ||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||
Common Stock, Shares, Issued | 29,248,343 | 29,203,895 | |||||
Common Stock, Shares, Outstanding | 29,248,343 | 29,203,895 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,800,000 | ||||||
Common Class B | Liberty Expedia Holdings | Discontinued Operations Split-Off | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 0.4 | ||||||
Common Class B | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | |||||
Common Stock, Shares, Issued | 4,455,311 | ||||||
Common Stock, Shares, Outstanding | 4,455,311 | ||||||
Spilt-Off redemption ratio | 1 | ||||||
Common Class B | Liberty Ventures common stock | Liberty Expedia Holdings | Discontinued Operations Split-Off | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 0.4 | ||||||
Common Class C | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 4,000,000,000 | ||||||
Common Stock, Shares, Issued | 0 | ||||||
Common Stock, Shares, Outstanding | 0 | ||||||
Common Class C | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 400,000,000 | ||||||
HSN, Inc. | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period Shares Acquisitions | 53,600,000 |
Related Party Transactions wi_2
Related Party Transactions with Officers and Directors (Details) - USD ($) | Aug. 13, 2018 | Sep. 27, 2015 | Dec. 31, 2018 |
Chairman | |||
Employment agreement term | 5 years | ||
Officers' Compensation | $ 960,750 | ||
Annual base salary increase | 5.00% | ||
Annual target cash bonus | 250.00% | ||
CEO | |||
Employment agreement term | 5 years | ||
Officers' Compensation | $ 1,250,000 | ||
Annual target cash bonus | 100.00% | ||
Termination Benefits Scenario Without Cause or Good Reason [Member] | Chairman | |||
Severance payment multiple | 1.5 | ||
Pro rated severance payment | $ 11,750,000 | ||
Fixed severance payments | $ 17,500,000 | ||
Additional vesting added upon termination | 18 months | ||
Termination Benefits Scenario With No Good Reason [Member] | Chairman | |||
Fixed severance payments | $ 11,750,000 | ||
Termination Benefits Scenario For Death Or Disability [Member] | Chairman | |||
Severance payment multiple | 1.5 | ||
Pro rated severance payment | $ 11,750,000 | ||
Fixed severance payments | 17,500,000 | ||
Performance Options And Performance Based Restricted Stock Units [Member] | Common Class B | Chairman | |||
Target Allocation [Abstract] | |||
2,015 | 16,000,000 | ||
2,016 | 17,000,000 | ||
2,017 | 18,000,000 | ||
2,018 | 19,000,000 | ||
2,019 | 20,000,000 | ||
Restricted Stock Units (RSUs) | CEO | |||
Officers' Compensation | $ 4,125,000 | ||
Performance Shares | CEO | |||
Grants in period | 182,983 | ||
Employee Stock Option | CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | ||
Options granted | 577,358 | 1,680,065 | |
Option exercise price | $ 22.18 | $ 26 | |
Employee Stock Option | CEO | Tranche One | |||
Award Vesting Period Percentage | 50.00% | 50.00% | |
Employee Stock Option | CEO | Tranche Two | |||
Award Vesting Period Percentage | 50.00% | 50.00% |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation | $ 88 | $ 123 | $ 97 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Total unrecognized compensation cost related to unvested Liberty equity awards | $ 71 | |||
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 8 months 12 days | |||
Common Stock, Capital Shares Reserved for Future Issuance | 30,300 | |||
Number of shares reserved for issuance | 39,900 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 28 | 145 | 44 | |
Share-based Compensation Expense | 88 | 123 | 97 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value | $ 64 | $ 23 | $ 26 | |
Common Class A | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 28,400 | |||
Options granted | 4,768 | |||
Common Class B | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,800 | |||
Options granted | 175 | |||
QVC Employees | Common Class A | ||||
Options granted | 2,924 | 3,115 | 2,860 | |
Weighted average grant-date fair value of options | $ 8.76 | $ 7.86 | $ 7.84 | |
Award vesting period | 4 years | |||
zulily Employees | Common Class A | ||||
Options granted | 336 | 483 | 433 | |
Weighted average grant-date fair value of options | $ 8.65 | $ 7.86 | $ 7.57 | |
Award vesting period | 4 years | |||
HSN Employees | Common Class A | ||||
Options granted | 859 | |||
Weighted average grant-date fair value of options | $ 8.77 | |||
Award vesting period | 4 years | |||
Liberty Employees | Common Class A | ||||
Options granted | 72 | 518 | 421 | |
Weighted average grant-date fair value of options | $ 7.31 | $ 7.81 | $ 8.02 | |
Qurate Retail President and CEO | Common Class A | ||||
Options granted | 577 | |||
Weighted average grant-date fair value of options | $ 7.09 | |||
Qurate Retail Chairman Of Board | Common Class B | ||||
Options granted | 175 | 154 | 730 | |
Weighted average grant-date fair value of options | $ 8.84 | $ 7.92 | $ 7.47 | |
QVC CEO | Common Class A | Awards subject to Fifty Percent Vesting | ||||
Award Vesting Period Percentage | 50.00% | |||
Liberty directors | Common Class A | ||||
Award vesting period | 1 year | |||
Minimum | ||||
Award vesting period | 4 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | 2 years | 2 years | |
Minimum | Liberty Employees | Common Class A | ||||
Award vesting period | 3 years | |||
Maximum | ||||
Award vesting period | 5 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 4 months 24 days | 6 years 4 months 24 days | 6 years 4 months 24 days | |
Maximum | Liberty Employees | Common Class A | ||||
Award vesting period | 5 years | |||
QVC Group | Common Class A | Restricted Stock | ||||
Nonvested awards, number | 4,200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 24.28 | |||
Liberty Ventures common stock | Common Class B | ||||
Options granted | 143 | |||
Liberty Ventures common stock | Liberty Employees | Common Class A | ||||
Options granted | 188 | 114 | ||
Weighted average grant-date fair value of options | $ 16.52 | $ 12.25 | ||
Liberty Ventures common stock | Qurate Retail Chairman Of Board | Common Class B | ||||
Options granted | 143 | 269 | 209 | |
Weighted average grant-date fair value of options | $ 16.55 | $ 15.41 | $ 12.48 | |
Liberty Ventures common stock | Liberty directors | Common Class A | ||||
Award vesting period | 1 year | |||
Liberty Ventures common stock | Minimum | Liberty Employees | Common Class A | ||||
Award vesting period | 3 years | |||
Liberty Ventures common stock | Maximum | Liberty Employees | Common Class A | ||||
Award vesting period | 5 years | |||
CommerceHub | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid | $ 90 | |||
Option exchange | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 104 | |||
Unamortized value of unvested eligible options | $ 14 | |||
Option exchange | QVC Group | Common Class A | ||||
Options granted | 5,900 | |||
Weighted average grant-date fair value of options | $ 3.49 | |||
Option exchange | Liberty Ventures common stock | Common Class A | ||||
Options granted | 946 | |||
Weighted average grant-date fair value of options | $ 8.53 | |||
Option exchange | Liberty Ventures common stock | Common Class B | ||||
Options granted | 1,100 | |||
Weighted average grant-date fair value of options | $ 6.94 | |||
Option exchange | GCI Liberty | ||||
Share-based Compensation Expense | $ 5.8 | |||
Unamortized value of unvested eligible options | 6 | |||
Unvested New Options member | ||||
Share-based Compensation Expense | $ 6 | |||
New vested option member | ||||
Share-based Compensation Expense | $ 30 | |||
Chairman | QVC Group | Common Class B | Restricted Stock | ||||
Options granted | 124 | 115 | 53 | |
Weighted average grant-date fair value of options | $ 27.56 | $ 19.90 | $ 25.11 | |
Award vesting period | 1 year | |||
Chairman | Liberty Ventures common stock | Common Class B | Restricted Stock | ||||
Options granted | 16 | |||
Weighted average grant-date fair value of options | $ 38.79 | |||
Award vesting period | 1 year |
Stock-Based Compensations (Gran
Stock-Based Compensations (Grants) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Volatility Rate, Minimum | 29.70% | 26.90% | 27.40% |
Volatility Rate, Maximum | 30.50% | 32.70% | 27.40% |
Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding options | 32,361 | ||
Options granted | 4,768 | ||
Options exercised | (4,269) | ||
Options forfeited/cancelled | (4,422) | ||
Outstanding options | 28,438 | 32,361 | |
Exercisable options | 17,371 | ||
Outstanding WAEP, Beginning Balance | $ 23.48 | ||
WAEP granted | 26.78 | ||
WAEP exercised | 16.47 | ||
WAEP forfeited/cancelled | 27.43 | ||
Outstanding WAEP, Ending balance | 24.47 | $ 23.48 | |
Exercisable WAEP | $ 23.80 | ||
Weighted average remaining life - options outstanding | 3 years 7 months 6 days | ||
Weighted average remaining life - options exercisable | 2 years 7 months 6 days | ||
Aggregate intrinsic value of options outstanding | $ 23 | ||
Aggregate intrinsic value of options exercisable | $ 20 | ||
Common Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding options | 1,643 | ||
Options granted | 175 | ||
Outstanding options | 1,818 | 1,643 | |
Exercisable options | 1,495 | ||
Outstanding WAEP, Beginning Balance | $ 27.16 | ||
WAEP granted | 27.77 | ||
Outstanding WAEP, Ending balance | 27.22 | $ 27.16 | |
Exercisable WAEP | $ 26.65 | ||
Weighted average remaining life - options outstanding | 4 years | ||
Weighted average remaining life - options exercisable | 4 years 2 months 12 days | ||
Liberty Ventures common stock | |||
Volatility Rate, Minimum | 27.90% | 25.90% | 30.60% |
Volatility Rate, Maximum | 27.90% | 28.90% | 30.60% |
Liberty Ventures common stock | Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding options | 1,670 | ||
Options exercised | (2) | ||
GCI Split-Off | (1,668) | ||
Outstanding options | 1,670 | ||
Outstanding WAEP, Beginning Balance | $ 47.12 | ||
WAEP exercised | 18.41 | ||
WAEP GCI Liberty Split-Off | $ 47.15 | ||
Outstanding WAEP, Ending balance | $ 47.12 | ||
Liberty Ventures common stock | Common Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding options | 1,080 | ||
Options granted | 143 | ||
GCI Split-Off | (1,223) | ||
Outstanding options | 1,080 | ||
Outstanding WAEP, Beginning Balance | $ 56.38 | ||
WAEP granted | 54.01 | ||
WAEP GCI Liberty Split-Off | $ 56.10 | ||
Outstanding WAEP, Ending balance | $ 56.38 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |||
Employer cash contributions | $ 26 | $ 20 | $ 25 |
Other Comprehensive Earnings _3
Other Comprehensive Earnings (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | $ (133) | ||
Distribution of Liberty Expedia Holdings | $ (458) | ||
Cumulative effect of accounting change | 6 | 5 | |
Balance at end of period | (55) | $ (133) | |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Foreign currency translation adjustments, Before-tax amount | (49) | 155 | (97) |
Foreign currency translation adjustments, Tax (expense) benefit | 1 | (21) | 13 |
Foreign currency translation adjustments, Net-of-tax amount | (48) | 134 | (84) |
Recognition of previously unrealized losses (gains) on debt, net, Before-tax amount | 21 | ||
Recognition of previously unrealized losses (gains) on debt, net, Tax (expense) benefit | (5) | ||
Recognition of previously unrealized losses (gains) on debt, net, Net-of-tax amount | 16 | ||
Share of other comprehensive earnings (loss) of equity affiliates, Before-tax amount | (3) | 5 | (8) |
Share of other comprehensive earnings (loss) of equity affiliates, Tax (expense) benefit | 1 | (2) | 3 |
Share of other comprehensive earnings (loss) of equity affiliates, Net-of-tax amount | (2) | 3 | (5) |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Before-tax amount | 50 | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Tax (expense) benefit | (12) | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Net of tax amount | 38 | ||
Other comprehensive earnings (loss) from discontinued operations, Before-tax amount | (3) | ||
Other comprehensive earnings (loss) from discontinued operations, Tax (expense) benefit | 1 | ||
Other comprehensive earnings (loss) from discontinued operations, Net-of-tax amount | (2) | ||
Other, Before-tax amount | 10 | ||
Other, tax (expense) benefit) | (4) | ||
Other, Net-of-tax amount | 6 | ||
Other comprehensive earnings (loss), Before-tax amount | 19 | 160 | (98) |
Other Comprehensive earnings (loss), Tax (expense) benefit | (15) | (23) | 13 |
Other comprehensive earnings (loss) | 4 | 137 | (85) |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (130) | (260) | (175) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (50) | 130 | (85) |
Balance at end of period | (180) | (130) | (260) |
Share of AOCI of equity affiliates | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (3) | (6) | (40) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (2) | 3 | (1) |
Distribution of Liberty Expedia Holdings | 35 | ||
Balance at end of period | (5) | (3) | (6) |
Comprehensive Earnings Loss Attributable To Debt Credit Risk Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 38 | ||
Balance at end of period | 38 | ||
Other | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 16 | ||
Cumulative effect of accounting change | 76 | ||
Balance at end of period | 92 | ||
Accumulated Other Comprehensive Earnings | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (133) | (266) | (215) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 2 | 133 | (86) |
Distribution of Liberty Expedia Holdings | 35 | ||
Cumulative effect of accounting change | 76 | ||
Balance at end of period | (55) | (133) | (266) |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Other comprehensive earnings (loss) | $ 2 | $ 133 | $ (86) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) ft² in Millions, $ in Millions | Oct. 05, 2018USD ($)ft² | Jul. 02, 2015USD ($)ft²item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Long-term Purchase Commitment [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 80 | $ 45 | $ 46 | ||
Future minimum lease payments | |||||
2,019 | 72 | ||||
2,020 | 61 | ||||
2,021 | 52 | ||||
2,022 | 42 | ||||
2,023 | 36 | ||||
Thereafter | $ 115 | ||||
QVC | West Coast Distribution Center Lease | |||||
Long-term Purchase Commitment [Line Items] | |||||
Area of leased building (in square feet) | ft² | 1 | ||||
Initial term of lease (in years) | 15 years | ||||
Operating Leases, Rent Expense | $ 6 | ||||
Operating Lease, Rent Expense In Final Year Of Initial Term | $ 8 | ||||
Maximum number of terms eligible for extension | item | 2 | ||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||
Initial Payment to Purchase Land | $ 10 | ||||
Subsequent Annual Payments to Purchase Land | $ 12 | ||||
Term of Annual Payments for Land Purchase | 13 years | ||||
QVC | ECDC Lease | |||||
Long-term Purchase Commitment [Line Items] | |||||
Area of leased building (in square feet) | ft² | 1.7 | ||||
Initial term of lease (in years) | 15 years | ||||
Lessee, Operating Lease, Renewal Term | 5 years | ||||
Lessee operating lease, final renewal term | 4 years | ||||
QVC | ECDC Lease | Minimum | |||||
Long-term Purchase Commitment [Line Items] | |||||
Operating Leases, Rent Expense | $ 10 | ||||
QVC | ECDC Lease | Maximum | |||||
Long-term Purchase Commitment [Line Items] | |||||
Operating Leases, Rent Expense | $ 14 |
Commitments and Contingencies -
Commitments and Contingencies - Building Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
QVC | West Coast Distribution Center Lease | Building | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments (Performance Measures By Segment) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Number of reportable segments | segment | 1 | ||||||||||
Revenues | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 3,344 | $ 2,381 | $ 2,352 | $ 2,327 | $ 14,070 | $ 10,404 | $ 10,647 |
Adjusted OIBDA | 2,154 | 1,950 | 1,939 | ||||||||
Corp and Other | |||||||||||
Revenues | 973 | 23 | 428 | ||||||||
Adjusted OIBDA | (13) | (47) | (13) | ||||||||
Inter-group Eliminations | |||||||||||
Revenues | (9) | (3) | (10) | ||||||||
QVC US | Operating Segments | |||||||||||
Revenues | 6,349 | 6,140 | 6,120 | ||||||||
Adjusted OIBDA | 1,417 | 1,455 | 1,435 | ||||||||
QVC International | Operating Segments | |||||||||||
Revenues | 2,738 | 2,631 | 2,562 | ||||||||
Adjusted OIBDA | 429 | 451 | 405 | ||||||||
HSN | Operating Segments | |||||||||||
Revenues | 2,202 | ||||||||||
Adjusted OIBDA | 213 | ||||||||||
zulily | Operating Segments | |||||||||||
Revenues | 1,817 | 1,613 | 1,547 | ||||||||
Adjusted OIBDA | 108 | 91 | 112 | ||||||||
United States | |||||||||||
Revenues | 11,233 | 7,684 | 7,979 | ||||||||
Japan | |||||||||||
Revenues | 947 | 934 | 900 | ||||||||
Germany | |||||||||||
Revenues | 943 | 899 | 866 | ||||||||
Other Foreign Countries | |||||||||||
Revenues | $ 947 | $ 887 | $ 902 |
Information About Qurate Reta_4
Information About Qurate Retail's Operating Segments (Other Information By Segment) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total assets | $ 17,841 | $ 24,122 | |
Investments in affiliates, accounted for using the equity method | 135 | 309 | |
Capital expenditures | 275 | 204 | $ 233 |
Long-Lived Assets | 1,322 | 1,341 | |
United States | |||
Long-Lived Assets | 869 | 895 | |
Japan | |||
Long-Lived Assets | 165 | 143 | |
Germany | |||
Long-Lived Assets | 161 | 164 | |
Other Foreign Countries | |||
Long-Lived Assets | 127 | 139 | |
Operating Segments | QVC US | |||
Total assets | 9,900 | 9,544 | |
Investments in affiliates, accounted for using the equity method | 38 | 40 | |
Capital expenditures | 143 | 116 | |
Operating Segments | QVC International | |||
Total assets | 2,154 | 2,121 | |
Capital expenditures | 67 | 36 | |
Operating Segments | HSN | |||
Total assets | 2,917 | 2,798 | |
Capital expenditures | 18 | ||
Operating Segments | zulily | |||
Total assets | 2,199 | 2,323 | |
Capital expenditures | 24 | 49 | |
Corp and Other | |||
Total assets | 671 | 7,336 | |
Investments in affiliates, accounted for using the equity method | 97 | 269 | |
Capital expenditures | $ 23 | $ 3 |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments (Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Information About Liberty's Operating Segments | |||||||||||
Consolidated segment Adjusted OIBDA | $ 2,154 | $ 1,950 | $ 1,939 | ||||||||
Stock-based compensation | (88) | (123) | (97) | ||||||||
Depreciation and amortization | (637) | (725) | (874) | ||||||||
Transaction related costs | (72) | (59) | |||||||||
Impairment of intangible assets and long lived assets | (33) | ||||||||||
Operating income | $ 435 | $ 237 | $ 358 | $ 294 | $ 368 | $ 208 | $ 254 | $ 213 | 1,324 | 1,043 | 968 |
Interest expense | (381) | (355) | (363) | ||||||||
Share of earnings (losses) of affiliates, net | (162) | (200) | (68) | ||||||||
Realized and unrealized gains (losses) on financial instruments, net | 76 | 145 | 414 | ||||||||
Gains (losses) on transactions, net | 1 | 410 | 9 | ||||||||
Tax sharing income (expense) with GCI Liberty | 32 | ||||||||||
Other, net | (7) | 7 | 131 | ||||||||
Earnings (loss) from continuing operations before income taxes | $ 883 | $ 1,050 | $ 1,091 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 3,344 | $ 2,381 | $ 2,352 | $ 2,327 | $ 14,070 | $ 10,404 | $ 10,647 |
Operating income | 435 | 237 | 358 | 294 | 368 | 208 | 254 | 213 | 1,324 | 1,043 | 968 |
Net earnings (loss) | 287 | 82 | 198 | 397 | 1,476 | 308 | 184 | 519 | 823 | 2,035 | 775 |
Net earnings (loss) attributable to shareholders | $ 273 | $ 72 | $ 187 | $ 142 | $ 887 | $ 119 | $ 111 | $ 91 | 916 | 2,441 | 1,235 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.61 | $ 0.16 | $ 0.40 | $ 0.30 | $ 2.07 | $ 0.27 | $ 0.25 | $ 0.20 | |||
Income (Loss) from Continuing Operations, Per Diluted Share | 0.61 | 0.16 | 0.40 | 0.30 | 2.05 | 0.26 | 0.24 | 0.20 | |||
Earnings Per Share, Basic | 0.61 | 0.16 | 0.40 | 0.30 | 2.07 | 0.27 | 0.25 | 0.20 | |||
Earnings Per Share, Diluted | $ 0.61 | $ 0.16 | $ 0.40 | $ 0.30 | $ 2.05 | $ 0.26 | $ 0.24 | $ 0.20 | |||
Liberty Ventures common stock | |||||||||||
Net earnings (loss) attributable to shareholders | $ 242 | $ 576 | $ 177 | $ 64 | $ 416 | $ 242 | $ 1,233 | $ 762 | |||
Income (Loss) from Continuing Operations, Per Basic Share | $ 1.17 | $ 6.70 | $ 2.06 | $ 0.75 | $ 4.89 | $ 1.17 | $ 14.34 | $ 5.54 | |||
Income (Loss) from Continuing Operations, Per Diluted Share | 1.16 | 6.70 | 2.03 | 0.74 | 4.84 | 1.16 | 14.17 | 5.49 | |||
Earnings Per Share, Basic | 2.81 | 6.70 | 2.06 | 0.75 | 4.89 | 2.81 | 14.34 | 5.69 | |||
Earnings Per Share, Diluted | $ 2.78 | $ 6.70 | $ 2.03 | $ 0.74 | $ 4.84 | $ 2.78 | $ 14.17 | $ 5.64 |