Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Entity Registrant Name | Qurate Retail, Inc. | |
Entity Central Index Key | 0001355096 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 400,279,393 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 29,367,790 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 508 | $ 653 |
Trade and other receivables, net of allowance for doubtful accounts of $118 million and $117 million, respectively | 1,464 | 1,835 |
Inventory, net | 1,562 | 1,474 |
Other current assets | 184 | 224 |
Total current assets | 3,718 | 4,186 |
Investments in equity securities | 103 | 96 |
Property and equipment, net | 1,304 | 1,322 |
Intangible assets not subject to amortization (note 6): | ||
Goodwill | 7,013 | 7,017 |
Trademarks | 3,895 | 3,895 |
Intangible assets not subject to amortization | 10,908 | 10,912 |
Intangible assets subject to amortization, net (note 6) | 1,106 | 1,058 |
Other assets, at cost, net of accumulated amortization | 658 | 267 |
Total assets | 17,797 | 17,841 |
Current liabilities: | ||
Accounts payable | 938 | 1,204 |
Accrued liabilities | 970 | 1,182 |
Current portion of debt, including $1,089 million and $990 million measured at fair value (note 7) | 1,488 | 1,410 |
Other current liabilities | 260 | 155 |
Total current liabilities | 3,656 | 3,951 |
Long-term debt, including $383 million and $344 million measured at fair value (note 7) | 5,955 | 5,963 |
Deferred income tax liabilities | 1,887 | 1,925 |
Other liabilities | 737 | 258 |
Total liabilities | 12,235 | 12,097 |
Stockholders' equity: | ||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued | ||
Additional paid-in capital | ||
Accumulated other comprehensive earnings (loss), net of taxes | (84) | (55) |
Retained earnings | 5,533 | 5,675 |
Total stockholders' equity | 5,453 | 5,624 |
Noncontrolling interests in equity of subsidiaries | 109 | 120 |
Total equity | 5,562 | 5,744 |
Commitments and contingencies (note 9) | ||
Total liabilities and equity | 17,797 | 17,841 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 4 | 4 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | ||
Common Class C | ||
Stockholders' equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 118 | $ 117 |
Current portion of debt, fair value | 1,089 | 990 |
Long-term debt, fair value | $ 383 | $ 344 |
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 | 400,253,222 | 409,901,058 |
Common stock, shares outstanding | 400,253,222 | 409,901,058 |
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 | 29,386,390 | 29,248,343 |
Common stock, shares outstanding | 29,386,390 | 29,248,343 |
Common Class C | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Total revenue, net | $ 3,085 | $ 3,230 |
Type of revenue | us-gaap:RetailMember | us-gaap:RetailMember |
Operating costs and expenses: | ||
Cost of retail sales (exclusive of depreciation shown separately below) | $ 2,023 | $ 2,093 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 196 | $ 228 |
Selling, general and administrative, including stock-based compensation and transaction related costs (note 3) | 425 | 452 |
Depreciation and amortization | 153 | 163 |
Total operating costs and expenses | 2,797 | 2,936 |
Operating income (loss) | 288 | 294 |
Other income (expense): | ||
Interest expense | (96) | (98) |
Share of earnings (losses) of affiliates, net | (45) | (14) |
Realized and unrealized gains (losses) on financial instruments, net (note 5) | (81) | 99 |
Other, net | (8) | 11 |
Total other income (expense) | (230) | (2) |
Earnings (loss) from continuing operations before income taxes | 58 | 292 |
Income tax (expense) benefit | 8 | (36) |
Earnings (loss) from continuing operations | 66 | 256 |
Earnings (loss) from discontinued operations, net of taxes | 141 | |
Net earnings (loss) | 66 | 397 |
Less net earnings (loss) attributable to the noncontrolling interests | 11 | 13 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | 55 | 384 |
Qurate Retail | ||
Other income (expense): | ||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 55 | $ 142 |
Earnings (Loss) Per Common Share | ||
Basic net earnings (losses) from continuing operations | $ 0.13 | $ 0.30 |
Diluted net earnings (losses) from continuing operations | 0.13 | 0.30 |
Basic net earnings (losses) | 0.13 | 0.30 |
Diluted net earnings (losses) | $ 0.13 | $ 0.30 |
Liberty Ventures common stock | ||
Other income (expense): | ||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 242 | |
Earnings (Loss) Per Common Share | ||
Basic net earnings (losses) from continuing operations | $ 1.17 | |
Diluted net earnings (losses) from continuing operations | 1.16 | |
Basic net earnings (losses) | 2.81 | |
Diluted net earnings (losses) | $ 2.78 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statements Of Comprehensive Earnings (Loss) | ||
Net earnings (loss) | $ 66 | $ 397 |
Other comprehensive earnings (loss), net of taxes: | ||
Foreign currency translation adjustments | (7) | 71 |
Share of other comprehensive earnings (losses) of equity affiliates | 1 | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments | (22) | (5) |
Other comprehensive earnings (loss) | (29) | 67 |
Comprehensive earnings (loss) | 37 | 464 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 11 | 20 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 26 | $ 444 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 66 | $ 397 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
(Earnings) loss from discontinued operations | (141) | |
Depreciation and amortization | 153 | 163 |
Stock-based compensation | 19 | 23 |
Non-cash interest expense | 7 | |
Share of (earnings) losses of affiliates, net | 45 | 14 |
Realized and unrealized (gains) losses on financial instruments, net | 81 | (99) |
Deferred income tax expense (benefit) | (31) | (7) |
Other, net | 2 | 3 |
Changes in operating assets and liabilities | ||
Current and other assets | 313 | 303 |
Payables and other liabilities | (509) | (368) |
Net cash provided (used) by operating activities | 146 | 288 |
Cash flows from investing activities: | ||
Investments in and loans to cost and equity investees | (43) | (22) |
Capital expended for property and equipment | (61) | (47) |
Other investing activities, net | (52) | (20) |
Net cash provided (used) by investing activities | (156) | (89) |
Cash flows from financing activities: | ||
Borrowings of debt | 731 | 2,026 |
Repayments of debt | (618) | (1,354) |
GCI Liberty Split-Off | (475) | |
Repurchases of Qurate Retail common stock | (210) | (217) |
Withholding taxes on net settlements of stock-based compensation | (6) | (19) |
Dividends paid to noncontrolling interest | (22) | (23) |
Other financing activities, net | (6) | 1 |
Net cash provided (used) by financing activities | (131) | (61) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (4) | 13 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (145) | 151 |
Cash, cash equivalents and restricted cash at beginning of period | 660 | 912 |
Cash, cash equivalents and restricted cash at end of period | $ 515 | $ 1,063 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Condensed Consolidated Statements Of Cash Flows | ||
Cash and cash equivalents | $ 508 | $ 653 |
Restricted cash included in other current assets | $ 7 | $ 7 |
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentAssetsMember | us-gaap:OtherCurrentAssetsMember |
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 515 | $ 660 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement Of Equity - USD ($) $ in Millions | Common Class ALiberty Ventures common stockCommon Stock | Common Class ACommon Stock | Additional Paid-In Capital | Other Comprehensive Earnings (Loss) | Retained Earnings | Accumulated Noncontrolling Interest In Equity Of Subsidiaries | Total |
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) | 384 | 13 | 397 | ||||
Other comprehensive income (loss) | 60 | 7 | 67 | ||||
Stock compensation | 23 | 23 | |||||
Series A Qurate Retail stock repurchases | (217) | (217) | |||||
Distribution to noncontrolling interest | (23) | (23) | |||||
Option exercises | 1 | 1 | |||||
Withholding taxes on net share settlements of stock-based compensation | (19) | (19) | |||||
Reattribution of the Ventures Group to the QVC Group | $ (1) | 1 | |||||
GCI Liberty split-off | (4,362) | 11 | (4,351) | ||||
Reclassification | 3,530 | (3,530) | |||||
Balance at Mar. 31, 2018 | 5 | 3 | 5,853 | 107 | 5,968 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of accounting change | 76 | (69) | 7 | ||||
Balance at Dec. 31, 2018 | 4 | (55) | 5,675 | 120 | 5,744 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 55 | 11 | 66 | ||||
Other comprehensive income (loss) | (29) | (29) | |||||
Stock compensation | 19 | 19 | |||||
Series A Qurate Retail stock repurchases | (210) | (210) | |||||
Distribution to noncontrolling interest | (22) | (22) | |||||
Withholding taxes on net share settlements of stock-based compensation | (6) | (6) | |||||
Reclassification | $ 197 | (197) | |||||
Balance at Mar. 31, 2019 | $ 4 | $ (84) | $ 5,533 | $ 109 | $ 5,562 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed 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," “Consolidated Qurate Retail,” “us,” “we,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”) following the transfer of ownership of HSN to QVC (described below), Cornerstone Brands, Inc. (former subsidiary of HSN prior to the transfer of ownership of HSN to QVC, “Cornerstone”), Zulily, LLC (“Zulily”), and other cost and equity method investments. Qurate Retail is primarily engaged in the video and online commerce industries in North America, Europe and Asia. The businesses of the Company’s wholly-owned subsidiaries, QVC, Cornerstone and Zulily, are seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping. The accompanying (a) condensed consolidated balance sheet as of December 31, 2018, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. In the current quarter the Company corrected a prior year immaterial error of $281 million which resulted in a reclassification within the working capital categories in the operating activities section of the condensed consolidated statement of cash flows which did not change net working capital. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Qurate Retail's Annual Report on Form 10-K for the year ended December 31, 2018. 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) fair value measurements, (ii) accounting for income taxes, and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. 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 31, 2018, Qurate Retail transferred its 100% ownership interest in HSN to QVC, Inc. through a transaction among entities under common control. References throughout this quarterly 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 Liberty (“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 (renamed “GCI Liberty, Inc.”) 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. With respect to events on or after May 23, 2018, we refer to our Series A and Series B common stock as “Qurate Retail 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 8). As a result of changes in internal reporting from the QRG Initiatives, during the first quarter of 2019 the Company changed its reportable segments to combine HSN and QVC U.S. into one reportable segment called “QxH.” 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 as of March 31, 2019. In order to ensure that the additional paid-in capital account is not negative, we reclassified the amount of the deficit ($197 million) at March 31, 2019 to retained earnings. Qurate Retail has entered into certain agreements with Liberty Media Corporation ("LMC") (for accounting purposes, a related party of the Company), a separate publicly traded company. These agreements include a reorganization agreement, services agreement and facilities sharing agreement. Neither Qurate Retail nor LMC has any stock ownership, beneficial or otherwise, in the other. In connection with the GCI Liberty Split-Off, Qurate Retail and GCI Liberty (for accounting purposes a related party of Qurate Retail) entered into a tax sharing agreement. The reorganization agreement with LMC provides for, among other things, provisions governing the relationship between Qurate Retail and LMC, including certain cross-indemnities. Pursuant to the services agreement, LMC provides Qurate Retail with certain general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail reimburses 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, LMC shares office space and related amenities at its corporate headquarters with Qurate Retail. Under these various agreements, approximately $2 million and $3 million was reimbursable to LMC for the three months ended March 31, 2019 and 2018, respectively. Qurate Retail has a tax sharing payable to GCI Liberty in the amount of approximately $112 million as of March 31, 2019, the majority of which is included in Other liabilities in the condensed consolidated balances sheets, with the exception of $37 million, which is included in Other current liabilities on the condensed consolidated balance sheets. Accounting Pronouncements Not Yet Adopted Internal-Use Software. In August 2018, the Financial Accounting Standards Board (“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. |
Disposals
Disposals | 3 Months Ended |
Mar. 31, 2019 | |
Disposals | |
Disposals | (2) Disposals 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 a cost method 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 financials. Accordingly, the accompanying condensed consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Liberty Broadband as a discontinued operation. 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 condensed consolidated financial statements of Qurate Retail. LendingTree and Evite are included in the Corporate and other segment through March 8, 2018. Included in revenue in the accompanying condensed consolidated statements of operations is $3 million for the three months ended March 31, 2018, related to Evite. Included in net earnings (loss) in the accompanying condensed consolidated statements of operations are losses of $2 million for the three months ended March 31, 2018, related to Evite. Included in net earnings (loss) in the accompanying condensed consolidated statements of operations are earnings of less than a million dollars for the three months ended March 31, 2018, related to LendingTree. Certain financial information for the Company’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations is as follows: Three months ended March 31, 2019 2018 amounts in millions Earnings (loss) before income taxes $ NA 187 Income tax (expense) benefit $ NA (46) The impact from discontinued operations on basic and diluted earnings (loss) per share is as follows: Three months ended March 31, 2019 2018 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share: Series A and Series B Qurate Retail common stock $ NA NA Series A and Series B Liberty Ventures common stock $ NA 1.64 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share: Series A and Series B Qurate Retail common stock $ NA NA Series A and Series B Liberty Ventures common stock $ NA 1.62 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | (3) Stock-Based Compensation The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (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 a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $19 million and $23 million of stock-based compensation during the three months ended March 31, 2019 and 2018, respectively. The following table presents the number and weighted average GDFV of options granted by the Company during the three months ended March 31, 2019: Three months ended March 31, 2019 Options Granted (000's) Weighted Average GDFV Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (1) 26 $ 5.84 1) Grant cliff vested immediately upon grant. In addition to the stock option grant to the Qurate Retail Chairman of the Board and in connection with our Chairman’s employment agreement, during the three months ended March 31, 2019, Qurate Retail granted 213 thousand RSUs of Series B Qurate Retail common stock of which 194 thousand were performance-based. The Series B RSUs had a GDFV of $17.90 per share at the time they were granted. The time-based RSUs cliff vested on March 11, 2019, and the performance-based RSUs cliff vest in one year, subject to the satisfaction of certain performance objectives. During the three months ended March 31, 2019, Qurate Retail also granted approximately 191 thousand performance-based RSUs of Series A Qurate Retail common stock to its CEO. The Series A RSUs had a GDFV of $17.90 per share at the time they were granted and will cliff vest in one year, subject to satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. The Company has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards and certain performance-based Awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Qurate Retail's stock and the implied volatility of publicly traded Qurate Retail 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. Qurate Retail—Outstanding Awards The following tables present the number and weighted average exercise price ("WAEP") of the 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 Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Outstanding at January 1, 2019 28,438 $ 24.47 Granted — $ — Exercised (447) $ 15.45 Forfeited/Cancelled (1,001) $ 26.72 Outstanding at March 31, 2019 26,990 $ 24.54 3.3 years $ 9 Exercisable at March 31, 2019 17,474 $ 23.97 2.5 years $ 9 Qurate Retail Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Outstanding at January 1, 2019 1,818 $ 27.22 Granted 26 $ 18.03 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at March 31, 2019 1,844 $ 27.09 3.8 years $ — Exercisable at March 31, 2019 1,521 $ 26.50 4.0 years $ — As of March 31, 2019, the total unrecognized compensation cost related to unvested Awards was approximately $61 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.8 years. As of March 31, 2019, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 27.0 million shares of Series A Qurate Retail common stock and 1.8 million shares of Series B Qurate Retail common stock. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | (4) Earnings (Loss) Per Common Share Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) 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. Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. Series A and Series B Qurate Retail Common Stock Excluded from diluted EPS for the three months ended March 31, 2019 and 2018, are 24 million and 11 million potential common shares, respectively, because their inclusion would have been antidilutive. Qurate Retail Common Stock Three months ended March 31, 2019 2018 number of shares in millions Basic WASO 433 476 Potentially dilutive shares 1 5 Diluted WASO 434 481 Series A and Series B Liberty Ventures Common Stock Excluded from diluted EPS for the three months ended March 31, 2018 were 2 million potential common shares, because their inclusion would have been antidilutive. Liberty Ventures Common Stock Three months ended March 31, 2019 (1) 2018 number of shares in millions Basic WASO NA 86 Potentially dilutive shares NA Diluted WASO NA 87 (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. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 3 Months Ended |
Mar. 31, 2019 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (5) 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 are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company's assets and liabilities measured at fair value are as follows: Fair Value Measurements at Fair Value Measurements at March 31, 2019 December 31, 2018 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 206 206 — 310 310 — Indemnification asset $ 110 — 110 79 — 79 Debt $ 1,472 — 1,472 1,334 — 1,334 The majority of the Company's Level 2 financial assets and liabilities are primarily debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs. 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. Within six months of the GCI Liberty Split-Off, Qurate Retail, LI LLC and GCI Liberty agreed to cooperate, and reasonably assist each other, with respect to the commencement and consummation of one or more privately negotiated transactions, a tender offer or other purchase transactions (each, a “Purchase Offer”) whereby LI LLC would offer to purchase the 1.75% Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty. GCI Liberty would indemnify LI LLC for each 1.75% Exchangeable Debenture repurchased by LI LLC in a Purchase Offer for an amount by which the purchase price for such debenture exceeds the amount of cash reattributed with respect to such purchased 1.75% Exchangeable Debenture net of certain tax benefits, if any, attributable to such 1.75% Exchangeable Debenture. 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. Following the initial six month period, the remaining indemnification to LI LLC for certain payments made to a holder of the 1.75% Exchangeable Debentures pertains to the holder’s ability to exercise its exchange right according to the terms of the 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 condensed consolidated balance sheets as of March 31, 2019 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 March 31, 2019, 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 condensed consolidated balance sheets. Additionally, as of March 31, 2019, 332,241 bonds 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: Three months ended March 31, 2019 2018 amounts in millions Equity securities $ 5 114 Exchangeable senior debentures (116) 17 Indemnification asset 32 (29) Other financial instruments (2) (3) $ (81) 99 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets | |
Intangible Assets | (6) Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: Corporate and QxH QVC Int'l Zulily Other Total amounts in millions Balance at January 1, 2019 $ 5,228 860 917 12 7,017 Foreign currency translation adjustments — (4) — — (4) Balance at March 31, 2019 $ 5,228 856 917 12 7,013 Intangible Assets Subject to Amortization Amortization expense for intangible assets with finite useful lives was $100 million and $109 million for the three months ended March 31, 2019 and 2018, respectively. Based on its amortizable intangible assets as of March 31, 2019, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2019 $ 283 2020 $ 304 2021 $ 181 2022 $ 88 2023 $ 79 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | (7) Long-Term Debt Debt is summarized as follows: Outstanding principal at Carrying value March 31, 2019 March 31, 2019 December 31, 2018 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 286 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 433 324 304 3.75% Exchangeable Senior Debentures due 2030 434 313 307 3.5% Exchangeable Senior Debentures due 2031 313 450 377 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 383 344 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 225 225 225 QVC Bank Credit Facilities 1,438 1,438 1,320 Other subsidiary debt — — 188 Deferred loan costs — (27) (29) Total consolidated Qurate Retail debt $ 7,516 7,443 7,373 Less current classification (1,488) (1,410) Total long-term debt $ 5,955 5,963 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 $1.5 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% to 0.75% depending on the Borrowers combined ratio of Consolidated Total Debt to Consolidated EBITDA for the most recent four fiscal quarter period (the “Combined Consolidated Leverage Ratio”). Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR rate 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 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 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 March 31, 2019. Availability under the Fourth Amended and Restated Credit Agreement at March 31, 2019 was $2.2 billion, including the remaining portion of the $400 million tranche available to Zulily and outstanding letters of credit. Exchangeable Senior Debentures The Company has elected to account for its exchangeable senior debentures 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. As of March 31, 2019 the balance of the 4% Exchangeable Senior Debentures due 2029, the 3.75% Exchangeable Senior Debentures due 2030, and the 3.5% Exchangeable Senior Debentures due 2031 have been classified as current because the Company does not own shares to redeem the debentures. For the remaining exchangeables, the Company reviews the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event. The 0.75% Exchangeable Senior Debentures due 2043 are classified as current as of March 31, 2019 as they are currently redeemable. 3.125% Senior Secured Notes due 2019 In April 2019, QVC repaid the outstanding balance on its 3.125% Senior Secured Notes due 2019. Debt Covenants Qurate Retail and its subsidiaries are in compliance with all debt covenants at March 31, 2019. Other Subsidiary Debt Other subsidiary debt at December 31, 2018 is comprised primarily of capitalized satellite transponder lease obligations. 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 (Level 2). The QVC 6.375% Senior Secured Notes due 2067 (“2067 Notes”) are traded on the New York Stock Exchange, and the Company considers them to be actively traded. As such, the 2067 Notes are valued based on their trading price (Level 1). The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at March 31, 2019 are as follows (amounts in millions): Senior debentures $ 809 QVC senior secured notes $ 3,802 Due to the variable rate nature, Qurate Retail believes that the carrying amount of its other debt, not discussed above, approximated fair value at March 31, 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Leases | (8) Leases In February 2016 and subsequently, the FASB issued new guidance which revises the accounting for leases (“ASC 842”). Under the new guidance, entities that lease assets are required to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. In addition, new disclosures are required to meet the objective of enabling users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this guidance on January 1, 2019 and elected the optional transition method that allowed for a cumulative-effect adjustment in the period of adoption. Results for reporting periods beginning after January 1, 2019 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods. The Company elected certain of the available transition practical expedients, including those that permit it to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most significant impact of the new guidance was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases. In addition, the Company elected the practical expedient to account for the lease and non-lease components as a single lease component and will not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The Company recognized $287 million of operating lease ROU assets, $51 million of short term operating lease liabilities and $259 million of long term operating lease liabilities on the condensed consolidated balance sheet upon adoption of the new standard. The operating lease liabilities were determined based on the present value of the remaining rental payments and the operating lease ROU asset was determined based on the value of the lease liabilities, adjusted primarily for deferred rent and prepaid rent balances of $23 million. The Company has finance lease agreements with transponder and transmitter network suppliers to transmit its signals in the U.S. and Germany. The Company is also party to a finance lease agreement for data processing hardware and a warehouse. The Company also leases data processing equipment, facilities, office space, retail space and land. These leases are classified as operating leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments using our incremental borrowing rate. Our leases have remaining lease terms of less than one year to 15 years, some of which may include the option to extend for up to 14 years, and some of which include options to terminate the leases within less than one year. The components of lease cost during the three months ended March 31, 2019 were as follows: Three months ended March 31, 2019 in millions Operating lease cost $ Finance lease cost Depreciation of leased assets $ Interest on lease liabilities $ Total finance lease cost $ The remaining weighted-average lease term and the weighted-average discount rate were as follows: Three months ended March 31, 2019 Weighted-average remaining lease term (years): Finance leases Operating leases Weighted-average discount rate: Finance leases Operating leases Supplemental balance sheet information related to leases was as follows: March 31, 2019 in millions Operating leases: Operating lease ROU assets (1) $ Current operating lease liabilities (2) $ Operating lease liabilities (3) Total operating lease liabilities $ Finance Leases: Finance lease ROU assets (4) $ Finance lease ROU asset accumulated depreciation (4) (125) Finance lease ROU assets, net $ Current finance lease liabilities (2) $ Finance lease liabilities (3) Total finance lease liabilities $ (1) Included within the Other assets, at cost, net of accumulated amortization line item on the condensed consolidated balance sheets. (2) Included within the Other current liabilities line item on the condensed consolidated balance sheets. (3) Included within the Other liabilities line item on the condensed consolidated balance sheets. (4) Included within the Property and equipment, net line item on the condensed consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Three months ended March 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ Operating cash flows from finance leases $ Financing cash flows from finance leases $ Right-of-use assets obtained in exchange for lease obligations Operating leases $ Finance leases $ — Future lease payments under finance leases and operating leases with initial terms of one year or more at March 31, 2019 consisted of the following: Finance Leases Operating Leases in millions Remainder of 2019 $ 2020 2021 2022 2023 Thereafter Total lease payments $ Less: imputed interest Total lease liabilities $ On October 5, 2018, QVC entered into a lease (“ECDC Lease”) for an East Coast distribution center. 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 obtained access to a portion of the ECDC Lease during March 2019 and recorded a ROU asset of $68 million and an operating lease liability of $69 million. The Company expects the remaining portion of the lease to commence during the third quarter of 2019. Under the ECDC Lease, QVC is required to pay an initial base rent of approximately $10 million per year, which is expected to begin in the fourth quarter of 2019, and 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (9) Commitments and Contingencies Litigation The Company 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 condensed consolidated financial statements. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 3 Months Ended |
Mar. 31, 2019 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (10) 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 online commerce industries. Qurate Retail identifies its reportable segments as (A) those operating segments 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. 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 and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, number of units shipped, conversion rates and active customers, as appropriate. During the first quarter of 2019 the Company changed its reportable segments to combine HSN and QVC U.S. into one reportable segment called “QxH,” and presented prior period information to conform with this change. As a result of the QRG Initiatives and additional integration activities to drive synergies between HSN and QVC U.S., the chief operating decision maker began reviewing HSN and QVC U.S. information as one business unit during the first quarter of 2019. For the three months ended March 31, 2019, Qurate Retail has identified the following operating segments as its reportable segments: · QxH - QVC U.S. and HSN market and sell a wide variety of consumer products in the United States, primarily by means of their televised shopping programs and via the Internet through their websites and mobile applications. · QVC International – QVC International markets and sells a wide variety of consumer products in several foreign countries, primarily by means of its televised shopping programs and via the Internet through its international websites and mobile applications. · Zulily – Zulily markets and sells a wide variety of consumer products in the United States and several foreign countries through flash sales events, primarily through its app, mobile and desktop experiences. 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 are the same as those described in the Company's Summary of Significant Accounting Policies in the Annual Report on Form 10-K for the year ended December 31, 2018. Performance Measures Disaggregated revenue by segment and product category consisted of the following: Three months ended March 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 679 247 111 146 1,183 Apparel 326 112 140 41 619 Beauty 292 143 13 — 448 Accessories 220 62 108 — 390 Electronics 181 25 4 — 210 Jewelry 112 52 13 — 177 Other revenue 47 3 8 — 58 Total Revenue $ 1,857 644 397 187 3,085 Three months ended March 31, 2018 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 726 260 116 147 1,249 Apparel 325 119 156 39 639 Beauty 306 144 12 — 462 Accessories 219 67 114 — 400 Electronics 172 26 4 — 202 Jewelry 132 55 12 — 199 Other revenue 46 5 5 23 79 Total Revenue $ 1,926 676 419 209 3,230 Qurate Retail defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses excluding all stock-based compensation and transaction related costs. 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 acquisition 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. Adjusted OIBDA is summarized as follows: Three months ended March 31, 2019 2018 amounts in millions QxH $ 352 369 QVC International 101 107 Zulily 17 27 Corporate and other (10) (11) Consolidated Qurate Retail $ 460 492 Other Information March 31, 2019 Total assets Investments in affiliates Capital expenditures amounts in millions QxH $ 12,558 38 47 QVC International 2,161 — 7 Zulily 2,232 — 5 Corporate and other 846 106 2 Consolidated Qurate Retail $ 17,797 144 61 The following table provides a reconciliation of Consolidated segment Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes: Three months ended March 31, 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 460 492 Stock-based compensation (19) (23) Depreciation and amortization (153) (163) Transaction related costs — (12) Operating income (loss) 288 294 Interest expense (96) (98) Share of earnings (loss) of affiliates, net (45) (14) Realized and unrealized gains (losses) on financial instruments, net (81) 99 Other, net (8) 11 Earnings (loss) before income taxes $ 58 292 |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation | |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted Internal-Use Software. In August 2018, the Financial Accounting Standards Board (“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. |
Disposals (Tables)
Disposals (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disposals | |
Schedule of discontinued operations on basic and diluted earnings (loss) per share | Three months ended March 31, 2019 2018 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share: Series A and Series B Qurate Retail common stock $ NA NA Series A and Series B Liberty Ventures common stock $ NA 1.64 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share: Series A and Series B Qurate Retail common stock $ NA NA Series A and Series B Liberty Ventures common stock $ NA 1.62 |
Discontinued Operations Spinoff | GCI Liberty | Liberty Broadband | |
Disposals | |
Schedule of certain financial information included in earnings (loss) from discontinued operations | Three months ended March 31, 2019 2018 amounts in millions Earnings (loss) before income taxes $ NA 187 Income tax (expense) benefit $ NA (46) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of number and weighted average GDFV of option granted | Three months ended March 31, 2019 Options Granted (000's) Weighted Average GDFV Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (1) 26 $ 5.84 1) Grant cliff vested immediately upon grant. |
Common Class A | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Qurate Retail Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Outstanding at January 1, 2019 28,438 $ 24.47 Granted — $ — Exercised (447) $ 15.45 Forfeited/Cancelled (1,001) $ 26.72 Outstanding at March 31, 2019 26,990 $ 24.54 3.3 years $ 9 Exercisable at March 31, 2019 17,474 $ 23.97 2.5 years $ 9 |
Common Class B | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Qurate Retail Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Outstanding at January 1, 2019 1,818 $ 27.22 Granted 26 $ 18.03 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at March 31, 2019 1,844 $ 27.09 3.8 years $ — Exercisable at March 31, 2019 1,521 $ 26.50 4.0 years $ — |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of weighted average number of shares outstanding | Qurate Retail Common Stock Three months ended March 31, 2019 2018 number of shares in millions Basic WASO 433 476 Potentially dilutive shares 1 5 Diluted WASO 434 481 |
Liberty Ventures common stock | |
Schedule of weighted average number of shares outstanding | Liberty Ventures Common Stock Three months ended March 31, 2019 (1) 2018 number of shares in millions Basic WASO NA 86 Potentially dilutive shares NA Diluted WASO NA 87 (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. |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | Fair Value Measurements at Fair Value Measurements at March 31, 2019 December 31, 2018 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 206 206 — 310 310 — Indemnification asset $ 110 — 110 79 — 79 Debt $ 1,472 — 1,472 1,334 — 1,334 |
Schedule of Realized and unrealized gains (losses) on financial instruments | Three months ended March 31, 2019 2018 amounts in millions Equity securities $ 5 114 Exchangeable senior debentures (116) 17 Indemnification asset 32 (29) Other financial instruments (2) (3) $ (81) 99 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Corporate and QxH QVC Int'l Zulily Other Total amounts in millions Balance at January 1, 2019 $ 5,228 860 917 12 7,017 Foreign currency translation adjustments — (4) — — (4) Balance at March 31, 2019 $ 5,228 856 917 12 7,013 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of March 31, 2019, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2019 $ 283 2020 $ 304 2021 $ 181 2022 $ 88 2023 $ 79 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-Term Debt | |
Schedule of debt summarized | Outstanding principal at Carrying value March 31, 2019 March 31, 2019 December 31, 2018 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 286 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 433 324 304 3.75% Exchangeable Senior Debentures due 2030 434 313 307 3.5% Exchangeable Senior Debentures due 2031 313 450 377 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 383 344 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 225 225 225 QVC Bank Credit Facilities 1,438 1,438 1,320 Other subsidiary debt — — 188 Deferred loan costs — (27) (29) Total consolidated Qurate Retail debt $ 7,516 7,443 7,373 Less current classification (1,488) (1,410) Total long-term debt $ 5,955 5,963 |
Schedule of fair value of debt securities that are not reported at fair value condensed consolidated balance sheet | The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at March 31, 2019 are as follows (amounts in millions): Senior debentures $ 809 QVC senior secured notes $ 3,802 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Schedule of components of lease expenses | Three months ended March 31, 2019 in millions Operating lease cost $ Finance lease cost Depreciation of leased assets $ Interest on lease liabilities $ Total finance lease cost $ |
Schedule of remaining weighted-average lease term and weighted-average discount rate | Three months ended March 31, 2019 Weighted-average remaining lease term (years): Finance leases Operating leases Weighted-average discount rate: Finance leases Operating leases |
Schedule of supplemental balance sheet and cash flow information related to leases | Supplemental balance sheet information related to leases was as follows: March 31, 2019 in millions Operating leases: Operating lease ROU assets (1) $ Current operating lease liabilities (2) $ Operating lease liabilities (3) Total operating lease liabilities $ Finance Leases: Finance lease ROU assets (4) $ Finance lease ROU asset accumulated depreciation (4) (125) Finance lease ROU assets, net $ Current finance lease liabilities (2) $ Finance lease liabilities (3) Total finance lease liabilities $ (1) Included within the Other assets, at cost, net of accumulated amortization line item on the condensed consolidated balance sheets. (2) Included within the Other current liabilities line item on the condensed consolidated balance sheets. (3) Included within the Other liabilities line item on the condensed consolidated balance sheets. (4) Included within the Property and equipment, net line item on the condensed consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Three months ended March 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ Operating cash flows from finance leases $ Financing cash flows from finance leases $ Right-of-use assets obtained in exchange for lease obligations Operating leases $ Finance leases $ — |
Summary of future lease payments under finance lease | Finance Leases Operating Leases in millions Remainder of 2019 $ 2020 2021 2022 2023 Thereafter Total lease payments $ Less: imputed interest Total lease liabilities $ |
Summary of future lease payments under operating lease | Finance Leases Operating Leases in millions Remainder of 2019 $ 2020 2021 2022 2023 Thereafter Total lease payments $ Less: imputed interest Total lease liabilities $ |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Information About Qurate Retail's Operating Segments | |
Schedule of disaggregation of revenue | Three months ended March 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 679 247 111 146 1,183 Apparel 326 112 140 41 619 Beauty 292 143 13 — 448 Accessories 220 62 108 — 390 Electronics 181 25 4 — 210 Jewelry 112 52 13 — 177 Other revenue 47 3 8 — 58 Total Revenue $ 1,857 644 397 187 3,085 Three months ended March 31, 2018 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 726 260 116 147 1,249 Apparel 325 119 156 39 639 Beauty 306 144 12 — 462 Accessories 219 67 114 — 400 Electronics 172 26 4 — 202 Jewelry 132 55 12 — 199 Other revenue 46 5 5 23 79 Total Revenue $ 1,926 676 419 209 3,230 |
Summarized Adjusted OIBDA | Three months ended March 31, 2019 2018 amounts in millions QxH $ 352 369 QVC International 101 107 Zulily 17 27 Corporate and other (10) (11) Consolidated Qurate Retail $ 460 492 |
Other Information By Segment | March 31, 2019 Total assets Investments in affiliates Capital expenditures amounts in millions QxH $ 12,558 38 47 QVC International 2,161 — 7 Zulily 2,232 — 5 Corporate and other 846 106 2 Consolidated Qurate Retail $ 17,797 144 61 |
Reconciliation Of Segment Adjusted OIBDA To Operating income (loss) and Earnings (Loss) From Continuing Operations Before Income Taxes | Three months ended March 31, 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 460 492 Stock-based compensation (19) (23) Depreciation and amortization (153) (163) Transaction related costs — (12) Operating income (loss) 288 294 Interest expense (96) (98) Share of earnings (loss) of affiliates, net (45) (14) Realized and unrealized gains (losses) on financial instruments, net (81) 99 Other, net (8) 11 Earnings (loss) before income taxes $ 58 292 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | Dec. 31, 2018 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 09, 2018item |
Basic of presentation | ||||
Number Of Tracking Stock | item | 2 | |||
LMC | ||||
Basic of presentation | ||||
Related Party Transaction, Amounts of Transaction | $ 2 | $ 3 | ||
GCI Liberty | ||||
Basic of presentation | ||||
Tax sharing payable | 112 | |||
GCI Liberty | Other Current Liabilities | ||||
Basic of presentation | ||||
Tax sharing payable | 37 | |||
Retained Earnings | ||||
Basic of presentation | ||||
Reclassification | $ (197) | (3,530) | ||
Liberty Ventures common stock | Common Class A | ||||
Basic of presentation | ||||
Share exchange ratio | 1 | |||
Liberty Ventures common stock | Common Class B | ||||
Basic of presentation | ||||
Share exchange ratio | 1 | |||
Transfer to entity under common control | QVC Group | ||||
Basic of presentation | ||||
Ownership interest transferred | 100 | |||
Reclassification Of Working Capital Categories In Operating Activities Of Statement Of Cash Flows | ||||
Basic of presentation | ||||
Reclassification of prior period immaterial error | $ 281 |
Disposals (Details)
Disposals (Details) - GCI Liberty - Discontinued Operations Spinoff $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Liberty Ventures common stock | |
Disposals | |
Basic earnings (loss) from discontinued operations | $ / shares | $ 1.64 |
Diluted earnings (loss) from discontinued operations | $ / shares | $ 1.62 |
Evite | |
Disposals | |
Revenue | $ 3 |
Disposal group net earnings (loss) | (2) |
Liberty Broadband | |
Disposals | |
Earnings (loss) before income taxes | 187 |
Income tax (expense) benefit | (46) |
Maximum | LendingTree | |
Disposals | |
Disposal group net earnings (loss) | $ 1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-based compensation | ||
Stock-based compensation | $ 19 | $ 23 |
Dividend rate | 0.00% | |
Risk-free rate | 0.00% | |
Total unrecognized compensation cost related to unvested Awards | $ 61 | |
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 9 months 18 days | |
Common Class A | ||
Stock-based compensation | ||
Shares reserved for future issuance upon exercise of stock options | 27,000 | |
Common Class A | CEO | Performance Shares | ||
Stock-based compensation | ||
RSUs granted | 191 | |
RSUs GDFV | $ 17.90 | |
Award vesting period | 1 year | |
Common Class B | ||
Stock-based compensation | ||
Shares reserved for future issuance upon exercise of stock options | 1,800 | |
Options Granted | 26 | |
Common Class B | Chairman | ||
Stock-based compensation | ||
Options Granted | 26 | |
Weighted Average GDFV | $ 5.84 | |
Common Class B | Chairman | RSUs | ||
Stock-based compensation | ||
RSUs granted | 213 | |
RSUs GDFV | $ 17.90 | |
Common Class B | Chairman | Performance Shares | ||
Stock-based compensation | ||
RSUs granted | 194 | |
Award vesting period | 1 year |
Stock-Based Compensations - Gra
Stock-Based Compensations - Grants (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Common Class A | |
Number of options | |
Outstanding at beginning of period | shares | 28,438 |
Exercised | shares | (447) |
Forfeited/Cancelled | shares | (1,001) |
Outstanding at end of period | shares | 26,990 |
Exercisable at end of period | shares | 17,474 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 24.47 |
Exercised | $ / shares | 15.45 |
Forfeited/Cancelled | $ / shares | 26.72 |
Outstanding at end of period | $ / shares | 24.54 |
Exercisable at end of period | $ / shares | $ 23.97 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 3 years 3 months 18 days |
Weighted average remaining life - options exercisable | 2 years 6 months |
Aggregate intrinsic value of options outstanding | $ | $ 9 |
Aggregate intrinsic value of options exercisable | $ | $ 9 |
Common Class B | |
Number of options | |
Outstanding at beginning of period | shares | 1,818 |
Granted | shares | 26 |
Outstanding at end of period | shares | 1,844 |
Exercisable at end of period | shares | 1,521 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 27.22 |
Granted | $ / shares | 18.03 |
Outstanding at end of period | $ / shares | 27.09 |
Exercisable at end of period | $ / shares | $ 26.50 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 3 years 9 months 18 days |
Weighted average remaining life - options exercisable | 4 years |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Earnings Per Share Basic and Diluted (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings (loss) per common share | ||
Antidilutive securities | 24 | 11 |
Basic WASO | 433 | 476 |
Potentially dilutive shares | 1 | 5 |
Diluted WASO | 434 | 481 |
Liberty Ventures common stock | ||
Earnings (loss) per common share | ||
Antidilutive securities | 2 | |
Basic WASO | 86 | |
Potentially dilutive shares | 1 | |
Diluted WASO | 87 |
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 | 3 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 09, 2018 | |
Assets and liabilities measured at fair value | ||||
Indemnification asset | $ 281 | |||
Recurring | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | $ 206 | $ 310 | ||
Indemnification asset | 110 | 79 | ||
Debt | 1,472 | 1,334 | ||
Recurring | Quoted prices in active markets for identical assets (Level 1) | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | 206 | 310 | ||
Recurring | Significant other observable inputs (Level 2) | ||||
Assets and liabilities measured at fair value | ||||
Indemnification asset | 110 | 79 | ||
Debt | $ 1,472 | $ 1,334 | ||
1.75% Exchangeable Senior Debentures due 2046 | ||||
Assets and liabilities measured at fair value | ||||
Interest rate (as a percent) | 1.75% | |||
Securities repurchased | 417,759 | |||
Amount of securities repurchased | $ 457 | |||
Exchangeable debenture securities outstanding | 332,241 | |||
1.75% Exchangeable Senior Debentures due 2046 | GCI Liberty | ||||
Assets and liabilities measured at fair value | ||||
Indemnification payment from GCI Liberty, Inc. | $ 133 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Realized and unrealized gains (losses) on financial instruments | ||
Realized and unrealized gains (losses) on financial instruments, net | $ (81) | $ 99 |
Equity securities | ||
Realized and unrealized gains (losses) on financial instruments | ||
Realized and unrealized gains (losses) on financial instruments, net | 5 | 114 |
Exchangeable senior debentures | ||
Realized and unrealized gains (losses) on financial instruments | ||
Realized and unrealized gains (losses) on financial instruments, net | (116) | 17 |
Indemnification asset | ||
Realized and unrealized gains (losses) on financial instruments | ||
Realized and unrealized gains (losses) on financial instruments, net | 32 | (29) |
Other financial instruments | ||
Realized and unrealized gains (losses) on financial instruments | ||
Realized and unrealized gains (losses) on financial instruments, net | $ (2) | $ (3) |
Intangible Assets - Changes In
Intangible Assets - Changes In The Carrying Amount Of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | $ 7,017 |
Foreign currency translation adjustments | (4) |
Balance, end of the year | 7,013 |
Corp and Other | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 12 |
Balance, end of the year | 12 |
QxH | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 5,228 |
Balance, end of the year | 5,228 |
QVC International | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 860 |
Foreign currency translation adjustments | (4) |
Balance, end of the year | 856 |
Zulily | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 917 |
Balance, end of the year | $ 917 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense For The Next Five Fiscal Years (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Assets | ||
Amortization expense for intangible assets | $ 100 | $ 109 |
Amortization expense for the next five years | ||
Remainder of 2019 | 283 | |
2020 | 304 | |
2021 | 181 | |
2022 | 88 | |
2023 | $ 79 |
Long-Term Debt - Debt Excluding
Long-Term Debt - Debt Excluding Intergroup Debt (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Long-term debt | ||
Outstanding principal | $ 7,516 | |
Total consolidated debt | 7,443 | $ 7,373 |
Less debt classified as current | (1,488) | (1,410) |
Long-term debt, including current portion | 5,955 | 5,963 |
Deferred loan costs | (27) | (29) |
8.5% Senior Debentures Due 2029 | ||
Long-term debt | ||
Outstanding principal | 287 | |
Total consolidated debt | $ 286 | 286 |
Debt instrument interest rate | 8.50% | |
8.25% Senior Debentures Due 2030 | ||
Long-term debt | ||
Outstanding principal | $ 504 | |
Total consolidated debt | $ 502 | 502 |
Debt instrument interest rate | 8.25% | |
4% Exchangeable Senior Debentures Due 2029 | ||
Long-term debt | ||
Outstanding principal | $ 433 | |
Total consolidated debt | $ 324 | 304 |
Debt instrument interest rate | 4.00% | |
3.75% Exchangeable Senior Debentures Due 2030 | ||
Long-term debt | ||
Outstanding principal | $ 434 | |
Total consolidated debt | $ 313 | 307 |
Debt instrument interest rate | 3.75% | |
3.5% Exchangeable Senior Debentures Due 2031 | ||
Long-term debt | ||
Outstanding principal | $ 313 | |
Total consolidated debt | $ 450 | 377 |
Debt instrument interest rate | 3.50% | |
0.75% Exchangeable Senior Debentures due 2043 | ||
Long-term debt | ||
Total consolidated debt | $ 2 | 2 |
Debt instrument interest rate | 0.75% | |
1.75% Exchangeable Senior Debentures due 2046 | ||
Long-term debt | ||
Outstanding principal | $ 332 | |
Total consolidated debt | $ 383 | 344 |
Debt instrument interest rate | 1.75% | |
Other subsidiary debt | ||
Long-term debt | ||
Total consolidated debt | 188 | |
QVC | QVC 3.125% Senior Secured Notes Due 2019 | ||
Long-term debt | ||
Outstanding principal | $ 400 | |
Total consolidated debt | $ 399 | 399 |
Debt instrument interest rate | 3.125% | |
QVC | QVC 5.125% Senior Secured Notes Due 2022 | ||
Long-term debt | ||
Outstanding principal | $ 500 | |
Total consolidated debt | $ 500 | 500 |
Debt instrument interest rate | 5.125% | |
QVC | QVC 4.375% Senior Secured Notes due 2023 | ||
Long-term debt | ||
Outstanding principal | $ 750 | |
Total consolidated debt | $ 750 | 750 |
Debt instrument interest rate | 4.375% | |
QVC | QVC 4.85% Senior Secured Notes Due 2024 | ||
Long-term debt | ||
Outstanding principal | $ 600 | |
Total consolidated debt | $ 600 | 600 |
Debt instrument interest rate | 4.85% | |
QVC | QVC 4.45% Senior Secured Notes Due 2025 | ||
Long-term debt | ||
Outstanding principal | $ 600 | |
Total consolidated debt | $ 599 | 599 |
Debt instrument interest rate | 4.45% | |
QVC | QVC 5.45% Senior Secured Notes Due 2034 | ||
Long-term debt | ||
Outstanding principal | $ 400 | |
Total consolidated debt | $ 399 | 399 |
Debt instrument interest rate | 5.45% | |
QVC | QVC 5.95% Senior Secured Notes due 2043 | ||
Long-term debt | ||
Outstanding principal | $ 300 | |
Total consolidated debt | $ 300 | 300 |
Debt instrument interest rate | 5.95% | |
QVC | QVC 6.375% Senior Secured Notes Due 2067 | ||
Long-term debt | ||
Outstanding principal | $ 225 | |
Total consolidated debt | $ 225 | 225 |
Debt instrument interest rate | 6.375% | |
QVC | QVC Bank Credit Facilities | ||
Long-term debt | ||
Outstanding principal | $ 1,438 | |
Total consolidated debt | $ 1,438 | $ 1,320 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Millions | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($)item |
Long-term debt | ||
Long-term debt | $ 7,373 | $ 7,443 |
QVC | Standby Letters of Credit | ||
Long-term debt | ||
Maximum borrowing capacity | 450 | |
QVC | Amendment No. 4 QVC Bank Credit Facility | ||
Long-term debt | ||
Maximum borrowing capacity | $ 3,650 | |
Number of quarters used in computing debt ratio | item | 4 | |
Interest rate (as a percent) | 3.90% | |
Remaining borrowing capacity | $ 2,200 | |
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | ||
Long-term debt | ||
Debt Instrument, Description of Variable Rate Basis | base rate | |
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | Minimum | ||
Long-term debt | ||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | Maximum | ||
Long-term debt | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | ||
Long-term debt | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | Minimum | ||
Long-term debt | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | Maximum | ||
Long-term debt | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
QVC | Uncommitted Incremental Revolving Loan Commitments or Incremental Term Loans | ||
Long-term debt | ||
Maximum borrowing capacity | $ 1,500 | |
QVC | Portion of Credit Facility Available to QVC or zulily | ||
Long-term debt | ||
Maximum borrowing capacity | 400 | |
QVC | Portion of Credit Facility Available to QVC or zulily | Standby Letters of Credit | ||
Long-term debt | ||
Maximum borrowing capacity | 50 | |
QVC | Portion of Credit Facility Available Only to QVC | ||
Long-term debt | ||
Maximum borrowing capacity | $ 3,250 | |
QVC | Credit Facility Portion Available to Zulily And Letters Of Credit | ||
Long-term debt | ||
Remaining borrowing capacity | $ 400 |
Long-Term Debt - Debt Securitie
Long-Term Debt - Debt Securities That Are Not Reported At Fair Value (Details) $ in Millions | Mar. 31, 2019USD ($) |
Senior Debentures | |
Long-term debt | |
Fair value of debt securities that are not reported at fair value | $ 809 |
QVC | QVC Senior Secured Notes | |
Long-term debt | |
Fair value of debt securities that are not reported at fair value | $ 3,802 |
Leases - Remaining Lease Term A
Leases - Remaining Lease Term And Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Leases | ||
Lease, Practical Expedients, Package [true false] | true | |
Lease, Practical Expedient, Use of Hindsight [true false] | false | |
Operating lease ROU assets (1) | $ 343 | $ 287 |
Short term operating lease liabilities | 52 | 51 |
Long term operating lease liabilities | $ 317 | 259 |
Prepaid rent | $ 23 | |
Operating lease, existence of option to extend | true | |
Finance lease, existence of option to extend | true | |
Operating lease, existence of option to terminate | true | |
Finance lease, existence of option to terminate | true | |
Components of lease expense: | ||
Operating Lease Cost | $ 17 | |
Finance lease cost | ||
Depreciation of leased assets | 5 | |
Interest on lease liabilities | 2 | |
Total finance lease cost | $ 7 | |
Minimum | ||
Leases | ||
Operating lease, remaining lease term | 1 year | |
Finance lease, remaining lease term | 1 year | |
Maximum | ||
Leases | ||
Operating lease, remaining lease term | 15 years | |
Finance lease, remaining lease term | 15 years | |
Operating lease, option to extend, period | 14 years | |
Finance lease, option to extend, period | 14 years | |
Operating lease, terminate term | 1 year | |
Finance lease, terminate term | 1 year |
Leases - Weighted- Average Rema
Leases - Weighted- Average Remaining Lease Term And Discount Rate (Details) | Mar. 31, 2019 |
Leases | |
Finance leases - Weighted-average remaining lease term (in years) | 9 years 6 months |
Operating leases -Weighted-average remaining lease term (in years) | 12 years 2 months 12 days |
Finance leases - Weighted-average discount rate | 4.90% |
Operating leases - Weighted-average discount rate | 6.10% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases | |||
Operating lease ROU assets (1) | $ 343 | $ 287 | |
Operating lease ROU asset location | us-gaap:OtherAssetsNoncurrent | ||
Current operating lease liabilities (2) | $ 52 | 51 | |
Current operating lease location | us-gaap:OtherLiabilitiesCurrent | ||
Operating lease liabilities (3) | $ 317 | $ 259 | |
Operating lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | ||
Total operating lease liabilities | $ 369 | ||
Property and equipment, net | 1,304 | $ 1,322 | |
Current finance lease liabilities (2) | $ 20 | ||
Finance lease current liabilities location | us-gaap:OtherLiabilitiesCurrent | ||
Finance lease liabilities (3) | $ 162 | ||
Finance lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | ||
Total finance lease liabilities | $ 182 | ||
Finance lease ROU assets (4) | |||
Leases | |||
Property and equipment, at cost | 280 | ||
Accumulated depreciation | (125) | ||
Property and equipment, net | $ 155 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 15 |
Operating cash flows from finance leases | 2 |
Financing cash flows from finance leases | 5 |
Operating leases- right-of-use assets obtained in exchange for lease obligations | $ 68 |
Leases - Future Lease Payments
Leases - Future Lease Payments Under Operating Leases And Finance Leases (Details) $ in Millions | Mar. 31, 2019USD ($) |
Future lease payments under finance leases | |
Remainder of 2019 | $ 22 |
2020 | 26 |
2021 | 25 |
2022 | 24 |
2023 | 22 |
Thereafter | 116 |
Total lease payments | 235 |
Less: imputed interest | 53 |
Total finance lease liabilities | 182 |
Future lease payments under operating leases | |
Remainder of 2019 | 53 |
2020 | 67 |
2021 | 59 |
2022 | 50 |
2023 | 44 |
Thereafter | 208 |
Total lease payments | 481 |
Less: imputed interest | 112 |
Total operating lease liabilities | $ 369 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Millions, $ in Millions | Oct. 05, 2018USD ($)ft²item | Mar. 31, 2019USD ($) | Jan. 01, 2019USD ($) |
Leases | |||
Right of use asset | $ 343 | $ 287 | |
Operating lease liability | $ 369 | ||
Operating lease, existence of option to extend | true | ||
Maximum | |||
Leases | |||
Renewal term | 14 years | ||
QVC | |||
Leases | |||
Area of leased building (in square feet) | ft² | 1.7 | ||
Initial term of lease (in years) | 15 years | ||
Right of use asset | $ 68 | ||
Operating lease liability | $ 69 | ||
Operating lease, existence of option to extend | true | ||
Maximum number of consecutive terms eligible for extension | item | 2 | ||
Renewal term | 5 years | ||
Final renewal term | 4 years | ||
QVC | Minimum | |||
Leases | |||
Operating Lease, rent expenses | $ 10 | ||
QVC | Maximum | |||
Leases | |||
Operating Lease, rent expenses | $ 14 |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments - Revenue Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total revenue, net | $ 3,085 | $ 3,230 |
Home | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 1,183 | 1,249 |
Apparel | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 619 | 639 |
Beauty | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 448 | 462 |
Accessories | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 390 | 400 |
Electronics | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 210 | 202 |
Jewelry | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 177 | 199 |
Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 58 | 79 |
Operating Segments | QxH | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 1,857 | 1,926 |
Operating Segments | QxH | Home | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 679 | 726 |
Operating Segments | QxH | Apparel | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 326 | 325 |
Operating Segments | QxH | Beauty | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 292 | 306 |
Operating Segments | QxH | Accessories | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 220 | 219 |
Operating Segments | QxH | Electronics | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 181 | 172 |
Operating Segments | QxH | Jewelry | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 112 | 132 |
Operating Segments | QxH | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 47 | 46 |
Operating Segments | QVC International | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 644 | 676 |
Operating Segments | QVC International | Home | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 247 | 260 |
Operating Segments | QVC International | Apparel | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 112 | 119 |
Operating Segments | QVC International | Beauty | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 143 | 144 |
Operating Segments | QVC International | Accessories | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 62 | 67 |
Operating Segments | QVC International | Electronics | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 25 | 26 |
Operating Segments | QVC International | Jewelry | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 52 | 55 |
Operating Segments | QVC International | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 3 | 5 |
Operating Segments | Zulily | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 397 | 419 |
Operating Segments | Zulily | Home | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 111 | 116 |
Operating Segments | Zulily | Apparel | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 140 | 156 |
Operating Segments | Zulily | Beauty | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 13 | 12 |
Operating Segments | Zulily | Accessories | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 108 | 114 |
Operating Segments | Zulily | Electronics | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 4 | 4 |
Operating Segments | Zulily | Jewelry | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 13 | 12 |
Operating Segments | Zulily | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 8 | 5 |
Corp and Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 187 | 209 |
Corp and Other | Home | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | 146 | 147 |
Corp and Other | Apparel | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | $ 41 | 39 |
Corp and Other | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue, net | $ 23 |
Information About Qurate Reta_4
Information About Qurate Retail's Operating Segments - Performance Measures By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Information about Qurate Retail's operating segments | ||
Adjusted OIBDA | $ 460 | $ 492 |
Corp and Other | ||
Information about Qurate Retail's operating segments | ||
Adjusted OIBDA | (10) | (11) |
QxH | Operating Segments | ||
Information about Qurate Retail's operating segments | ||
Adjusted OIBDA | 352 | 369 |
QVC International | Operating Segments | ||
Information about Qurate Retail's operating segments | ||
Adjusted OIBDA | 101 | 107 |
Zulily | Operating Segments | ||
Information about Qurate Retail's operating segments | ||
Adjusted OIBDA | $ 17 | $ 27 |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments - Other Information By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Information about Qurate Retail's operating segments | |||
Total assets | $ 17,797 | $ 17,841 | |
Investments in affiliates | 144 | ||
Capital expenditures | 61 | $ 47 | |
Operating Segments | QxH | |||
Information about Qurate Retail's operating segments | |||
Total assets | 12,558 | ||
Investments in affiliates | 38 | ||
Capital expenditures | 47 | ||
Operating Segments | QVC International | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,161 | ||
Capital expenditures | 7 | ||
Operating Segments | Zulily | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,232 | ||
Capital expenditures | 5 | ||
Corp and Other | |||
Information about Qurate Retail's operating segments | |||
Total assets | 846 | ||
Investments in affiliates | 106 | ||
Capital expenditures | $ 2 |
Information About Qurate Reta_6
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Information About Qurate Retail's Operating Segments | ||
Consolidated segment Adjusted OIBDA | $ 460 | $ 492 |
Stock-based compensation | (19) | (23) |
Depreciation and amortization | (153) | (163) |
Transaction related costs | (12) | |
Operating income (loss) | 288 | 294 |
Interest expense | (96) | (98) |
Share of earnings (losses) of affiliates, net | (45) | (14) |
Realized and unrealized gains (losses) on financial instruments, net | (81) | 99 |
Other, net | (8) | 11 |
Earnings (loss) from continuing operations before income taxes | $ 58 | $ 292 |