Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-33982 | ||
Entity Registrant Name | QURATE RETAIL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1288730 | ||
Entity Address, Address Line One | 12300 Liberty Boulevard | ||
Entity Address, City or Town | Englewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 720 | ||
Local Phone Number | 875-5300 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.8 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001355096 | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series A Common Stock, par value $.01 per share | ||
Trading Symbol | QRTEA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 386,702,662 | ||
Common Class B | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series B Common Stock, par value $.01 per share | ||
Trading Symbol | QRTEB | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 29,278,424 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 673 | $ 653 |
Trade and other receivables, net | 1,854 | 1,835 |
Inventory, net | 1,413 | 1,474 |
Other current assets | 636 | 224 |
Total current assets | 4,576 | 4,186 |
Investments in equity securities | 76 | 96 |
Property and equipment, at cost | 2,806 | 2,685 |
Accumulated depreciation | (1,455) | (1,363) |
Property and equipment, net | 1,351 | 1,322 |
Intangible assets not subject to amortization (note 7): | ||
Goodwill | 6,576 | 7,017 |
Tradenames | 3,168 | 3,895 |
Intangible assets not subject to amortization | 9,744 | 10,912 |
Intangible assets subject to amortization, net (note 7) | 955 | 1,058 |
Other assets, at cost, net of accumulated amortization | 603 | 267 |
Total assets | 17,305 | 17,841 |
Current liabilities: | ||
Accounts payable | 1,091 | 1,204 |
Accrued liabilities | 1,173 | 1,182 |
Current portion of debt, including $1,557 million and $990 million measured at fair value (note 8) | 1,557 | 1,410 |
Other current liabilities | 180 | 155 |
Total current liabilities | 4,001 | 3,951 |
Long-term debt, including $0 and $344 million measured at fair value (note 8) | 5,855 | 5,963 |
Deferred income tax liabilities (note 10) | 1,716 | 1,925 |
Other liabilities | 761 | 258 |
Total liabilities | 12,333 | 12,097 |
Stockholders' equity (note 11): | ||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued | ||
Accumulated other comprehensive earnings (loss), net of taxes | (55) | (55) |
Retained earnings | 4,891 | 5,675 |
Total stockholders' equity | 4,840 | 5,624 |
Noncontrolling interests in equity of subsidiaries | 132 | 120 |
Total equity | 4,972 | 5,744 |
Commitments and contingencies (note 16) | ||
Total liabilities and equity | 17,305 | 17,841 |
Common Class A | ||
Stockholders' equity (note 11): | ||
Common stock value | 4 | 4 |
Common Class B | ||
Stockholders' equity (note 11): | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current portion of debt, fair value | $ 1,557 | $ 990 |
Long-term debt, fair value | $ 0 | $ 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 | 386,691,461 | 409,901,058 |
Common stock, shares outstanding | 386,691,461 | 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 | 29,278,424 | 29,248,343 |
Common stock, shares outstanding | 29,278,424 | 29,248,343 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue, net | $ 13,458 | $ 14,070 | $ 10,404 |
Type of revenue | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating costs and expenses: | |||
Cost of retail sales (exclusive of depreciation shown separately below) | $ 8,899 | $ 9,209 | $ 6,789 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 844 | $ 970 | $ 659 |
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,758 | 1,897 | 1,188 |
Impairment of intangible assets and long lived assets | 1,167 | 33 | |
Depreciation and amortization | 606 | 637 | 725 |
Total operating costs and expenses | 13,274 | 12,746 | 9,361 |
Operating income | 184 | 1,324 | 1,043 |
Other income (expense): | |||
Interest expense | (374) | (381) | (355) |
Share of earnings (losses) of affiliates, net | (160) | (162) | (200) |
Realized and unrealized gains (losses) on financial instruments, net (note 6) | (251) | 76 | 145 |
Gains (losses) on transactions, net | (1) | 1 | 410 |
Tax sharing income (expense) with GCI Liberty, Inc. | (26) | 32 | |
Other, net | 6 | (7) | 7 |
Total other income (expense) | (806) | (441) | 7 |
Earnings (loss) from continuing operations before income taxes | (622) | 883 | 1,050 |
Income tax (expense) benefit (note 10) | 217 | (60) | 985 |
Earnings (loss) from continuing operations | (405) | 823 | 2,035 |
Earnings (loss) from discontinued operations, net of taxes (note 5) | 141 | 452 | |
Net earnings (loss) | (405) | 964 | 2,487 |
Less net earnings (loss) attributable to the noncontrolling interests | 51 | 48 | 46 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | (456) | 916 | 2,441 |
Qurate Retail | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ (456) | $ 674 | $ 1,208 |
Earnings (Loss) Per Common Share | |||
Basic net earnings (losses) from continuing operations | $ (1.08) | $ 1.46 | $ 2.71 |
Diluted net earnings (losses) from continuing operations | (1.08) | 1.45 | 2.70 |
Basic net earnings (losses) | (1.08) | 1.46 | 2.71 |
Diluted net earnings (losses) | $ (1.08) | $ 1.45 | $ 2.70 |
Liberty Ventures common stock | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 242 | $ 1,233 | |
Earnings (Loss) Per Common Share | |||
Basic net earnings (losses) from continuing operations | $ 1.17 | $ 14.34 | |
Diluted net earnings (losses) from continuing operations | 1.16 | 14.17 | |
Basic net earnings (losses) | 2.81 | 14.34 | |
Diluted net earnings (losses) | $ 2.78 | $ 14.17 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements Of Comprehensive Earnings (Loss) | |||
Net earnings (loss) | $ (405) | $ 964 | $ 2,487 |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | 1 | (48) | 134 |
Recognition of previously unrealized losses (gains) on debt, net | (1) | 16 | |
Share of other comprehensive earnings (loss) of equity affiliates | (2) | 3 | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments (note 8) | 1 | 38 | |
Other comprehensive earnings (loss) | 1 | 4 | 137 |
Comprehensive earnings (loss) | (404) | 968 | 2,624 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 52 | 50 | 50 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ (456) | $ 918 | $ 2,574 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (405) | $ 964 | $ 2,487 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
(Earnings) loss from discontinued operations | (141) | (452) | |
Depreciation and amortization | 606 | 637 | 725 |
Impairment of intangible assets | 1,167 | 33 | |
Stock-based compensation | 71 | 88 | 123 |
Noncash interest expense | 5 | 6 | |
Share of (earnings) losses of affiliates, net | 160 | 162 | 200 |
Realized and unrealized (gains) losses on financial instruments, net | 251 | (76) | (145) |
(Gains) losses on transactions, net | 1 | (1) | (410) |
(Gains) losses on extinguishment of debt | (1) | 24 | |
Deferred income tax expense (benefit) | (243) | (185) | (1,157) |
Other noncash charges (credits), net | 9 | 3 | 39 |
Changes in operating assets and liabilities | |||
Current and other assets | 59 | (308) | (145) |
Payables and other liabilities | (396) | 67 | 225 |
Net cash provided (used) by operating activities | 1,284 | 1,273 | 1,490 |
Cash flows from investing activities: | |||
Cash (paid) for acquisitions, net of cash acquired | 22 | ||
Cash proceeds from dispositions of investments | 562 | 3 | |
Investment in and loans to cost and equity investees | (141) | (100) | (159) |
Capital expenditures | (325) | (275) | (204) |
Expenditures for television distribution rights | (134) | (140) | (51) |
Other investing activities, net | (2) | ||
Net cash provided (used) by investing activities | (600) | 47 | (391) |
Cash flows from financing activities: | |||
Borrowings of debt | 3,161 | 4,221 | 2,469 |
Repayments of debt | (3,274) | (4,395) | (2,631) |
Repurchases of Qurate Retail common stock | (392) | (988) | (765) |
GCI Liberty Split-Off | (475) | ||
Withholding taxes on net share settlements of stock-based compensation | (7) | (29) | (70) |
Indemnification payment from GCI Liberty, Inc. | 133 | ||
Other financing activities, net | (149) | (41) | (39) |
Net cash provided (used) by financing activities | (661) | (1,574) | (1,036) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (2) | 2 | 13 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 21 | (252) | 76 |
Cash, cash equivalents and restricted cash at beginning of period | 660 | 912 | 836 |
Cash, cash equivalents and restricted cash at end of period | $ 681 | $ 660 | $ 912 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - USD ($) $ in Millions | Common Class ALiberty Ventures common stockCommon Stock | Common Class ACommon Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Earnings (Loss), net of taxes | Retained Earnings | Noncontrolling Interest In Equity Of Subsidiaries | Total |
Balance at Dec. 31, 2016 | $ 1 | $ 5 | $ (266) | $ 7,032 | $ 89 | $ 6,861 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 2,441 | 46 | 2,487 | ||||
Other comprehensive income (loss) | 133 | 4 | 137 | ||||
Stock-based compensation | $ 123 | 123 | |||||
Series A Qurate Retail stock repurchases | (765) | (765) | |||||
Distribution to noncontrolling interest | (40) | (40) | |||||
Stock issued upon exercise of stock options | 5 | 5 | |||||
Withholding taxes on net share settlements of stock-based compensation | (70) | (70) | |||||
Issuance of Series A Qurate Retail stock in connection HSN acquisition (note 4) | 1,343 | 1,343 | |||||
Other | 2 | 2 | |||||
Reclassification | 405 | (405) | |||||
Balance at Dec. 31, 2017 | 1 | 5 | 1,043 | (133) | 9,068 | 99 | 10,083 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 916 | 48 | 964 | ||||
Other comprehensive income (loss) | 2 | 2 | 4 | ||||
Stock-based compensation | 88 | 88 | |||||
Series A Qurate Retail stock repurchases | (1) | (987) | (988) | ||||
Distribution to noncontrolling interest | (40) | (40) | |||||
Withholding taxes on net share settlements of stock-based compensation | (29) | (29) | |||||
Cumulative effect of accounting change (note 2) | 76 | (70) | 6 | ||||
Reattribution of the Ventures Group to the Qurate Retail | $ (1) | 1 | |||||
GCI Liberty split-off | (4,358) | 11 | (4,347) | ||||
Other | 3 | 3 | |||||
Reclassification | 4,239 | (4,239) | |||||
Balance at Dec. 31, 2018 | 4 | (55) | 5,675 | 120 | 5,744 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (456) | 51 | (405) | ||||
Other comprehensive income (loss) | 1 | 1 | |||||
Stock-based compensation | 71 | 71 | |||||
Series A Qurate Retail stock repurchases | (392) | (392) | |||||
Distribution to noncontrolling interest | (40) | (40) | |||||
Other | (7) | (7) | |||||
Reclassification | $ 328 | (328) | |||||
Balance at Dec. 31, 2019 | $ 4 | $ (55) | $ 4,891 | $ 132 | $ 4,972 |
Basis Of Presentation
Basis Of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying consolidated financial statements include the accounts of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation prior to the Transactions (defined and described below), or “Liberty”) and its controlled subsidiaries (collectively, "Qurate Retail," the "Company," “we,” “us,” and “our”) unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and online commerce industries in North America, Europe and Asia. 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, Inc., Zulily, LLC (“Zulily”), HSN, Inc. (“HSN”) and Cornerstone Brands, Inc. (“Cornerstone”), among other assets and liabilities. The Ventures Group was comprised of businesses not included in the QVC Group including Evite, Inc. (“Evite”) and our interests in Liberty Broadband Corporation (“Liberty Broadband”), LendingTree, Inc. (“LendingTree”), investments in Charter Communications, Inc. (“Charter”) and ILG, Inc. (“ILG”), among other assets and liabilities. The Company’s results are attributed to the QVC Group and the Ventures Group through March 9, 2018. On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN it did not already own in an all-stock transaction making HSN a wholly-owned subsidiary. HSN stockholders (other than Qurate Retail) received fixed consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each share of HSN common stock. Qurate Retail issued 53.6 million shares QVCA common stock to HSN stockholders. On On March 9, 2018, Qurate Retail completed the transactions contemplated by the Agreement and Plan of Reorganization (as amended, the “Reorganization Agreement,” and the transactions contemplated thereby, the “Transactions”) among General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Qurate Retail (“LI LLC”). Pursuant to the Reorganization Agreement, GCI amended and restated its articles of incorporation (which resulted in GCI being renamed GCI Liberty, Inc. (“GCI Liberty”)) and effected a reclassification and auto conversion of its common stock. After market close on March 8, 2018, Qurate Retail’s board of directors approved the reattribution of certain assets and liabilities from Qurate Retail’s Ventures Group to its QVC Group, which was effective immediately. The reattributed assets and liabilities included cash, Qurate Retail’s interest in ILG, certain green energy investments, LI LLC’s exchangeable debentures, and certain tax benefits. Following these events, Qurate Retail acquired GCI Liberty through a reorganization in which certain Qurate Retail interests, assets and liabilities attributed to the Ventures Group were contributed (the “contribution”) to GCI Liberty in exchange for a controlling interest in GCI Liberty. Qurate Retail and LI LLC contributed to GCI Liberty their entire equity interest in Liberty Broadband, Charter, and LendingTree, the Evite operating business and other assets and liabilities attributed to Qurate Retail’s Venture Group (following the reattribution), in exchange for (a) the issuance to LI LLC of a number of shares of GCI Liberty Class A Common Stock and a number of shares of GCI Liberty Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty. The following is a reconciliation of the assets and liabilities that were derecognized by the Company (in millions) at the date of the GCI Liberty Split-Off (as defined below): Investment in Liberty Broadband $ 3,822 Investment in Charter 1,866 Corporate Cash 475 Margin Loan (996) Deferred Income Tax Liabilities (550) Other, net (270) $ 4,347 Following the contribution, Qurate Retail effected a tax-free separation of its controlling interest in the combined company (the “GCI Liberty Split-Off”), GCI Liberty, to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock, in which each outstanding share of Series A Liberty Ventures common stock was redeemed for one share of GCI Liberty Class A common stock and each outstanding share of Series B Liberty Ventures common stock was redeemed for one share of GCI Liberty Class B common stock. Simultaneous with the closing of the Transactions, QVC Group common stock became the only outstanding common stock of Qurate Retail, and thus QVC Group common stock ceased to function as a tracking stock. On April 9, 2018, Liberty Interactive Corporation was renamed Qurate Retail, Inc. On May 23, 2018, Qurate Retail amended its charter to eliminate the tracking stock capitalization structure and reclassify each share of QVC Group common stock into one share of the corresponding series of new common stock of Qurate Retail. Throughout this annual report, we refer to our Series A and Series B common stock as “Qurate Retail common stock” and “QVC Group common stock.” In July 2018, the Internal Revenue Service (“IRS”) completed its review of the GCI Liberty Split-Off and informed Qurate Retail that it agreed with the nontaxable characterization of the transactions. Qurate Retail received an Issue Resolution Agreement from the IRS documenting this conclusion. On October 17, 2018, Qurate Retail announced a series of initiatives designed to better position its HSN and QVC U.S. businesses (“QRG Initiatives”). As part of the QRG Initiatives, QVC will close its fulfillment centers in Lancaster, Pennsylvania and Roanoke, Virginia and leased a new fulfillment center in Bethlehem, Pennsylvania, that commenced in 2019 (see note 9). Qurate Retail recorded transaction related costs of $41 million during the year ended December 31, 2018 related to the QRG Initiatives, which primarily related to severance costs. Also, 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.” Qurate Retail and GCI Liberty (for accounting purposes a related party of Qurate Retail) entered into a tax sharing agreement. Pursuant to that tax sharing agreement, GCI Liberty has agreed to indemnify Qurate Retail for taxes and tax-related losses resulting from the GCI Liberty Split-Off to the extent such taxes or tax-related losses (i) result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by GCI Liberty (applicable to actions or failures to act by GCI Liberty and its subsidiaries following the completion of the GCI Liberty Split-Off), or (ii) result from Section 355(e) of the Internal Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI Liberty Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation). Qurate Retail and Liberty Media Corporation (“LMC”) (for accounting purposes a related party of Qurate Retail) entered into certain agreements in order to govern certain of the ongoing relationships between the two companies. These agreements include a reorganization agreement, a services agreement (the “Services Agreement”), a facilities sharing agreement (the “Facilities Sharing Agreement”) and a tax sharing agreement (the “Tax Sharing Agreement”). The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and LMC and other agreements related to tax matters. Qurate Retail is party to on-going discussions with the IRS under the Compliance Assurance Process audit program. The IRS may propose adjustments that relate to tax attributes allocated to and income allocable to LMC. Any potential outcome associated with any proposed adjustments would be covered by the Tax Sharing Agreement and are not expected to have any impact on Qurate Retail's financial position. Pursuant to the Services Agreement, LMC provides Qurate Retail with general and administrative services including legal, tax, accounting, treasury and investor relations support. See below for a description of an amendment to the services agreement entered into in December 2019. 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, Qurate Retail shares office space with LMC and related amenities at LMC's corporate headquarters. Under these various agreements approximately $8 million, $8 million and $11 million of these allocated expenses were reimbursable from Qurate Retail to LMC for the years ended December 31, 2019, 2018 and 2017, respectively. Qurate Retail had a tax sharing payable of approximately $95 million and $114 million as of December 31, 2019 and 2018, respectively, included in Other liabilities in the consolidated balance sheets. In December 2019, the Company entered into an amendment to the Services Agreement in connection with LMC’s entry into a new employment arrangement with Gregory B. Maffei, the Company’s Chairman of the Board (the “Chairman”). Under the amended Services Agreement, components of his compensation will either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc., GCI Liberty, Inc., and Liberty Broadband Corporation. (collectively, the “Service Companies”) or reimbursed to LMC, in each case, based on allocations among LMC and the Service Companies set forth in the amended Services Agreement, currently set at 19% for the Company. The new agreement provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an aggregate annual base salary of $3 million (with no contracted increase), an aggregate one-time cash commitment bonus of $5 million, an aggregate annual target cash performance bonus of $17 million, aggregate annual equity awards of $17.5 million and aggregate equity awards granted in connection with his entry into his new agreement of $90 million (the “upfront awards”). A portion of the grants made to our Chairman in the year ended December 31, 2019 related to our Company’s allocable portion of these upfront awards. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition. Receivables Receivables are reflected net of an allowance for doubtful accounts and sales returns. A provision for bad debts is provided as a percentage of accounts receivable based on historical experience in the period of sale and included in selling, general and administrative expense. A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of retail sales. A summary of activity in the allowance for doubtful accounts is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 Inventory Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. Cost is determined by the average cost method, which approximates the first-in, first-out method. Assessments about the realizability of inventory require the Company to make judgments based on currently available information about the likely method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated recoverable values of each disposition category. Inventory is stated net of inventory obsolescence reserves of $152 million and $151 million for the years ended December 31, 2019 and 2018, respectively. Investments All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The Company had no equity securities for which it elected the fair value option as of December 31, 2019 and 2018. For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used, except in situations where the fair value option has been selected. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company's share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company's investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag. The Company performs a qualitative assessment each reporting period for its equity securities without readily determinable fair values to identify whether an equity security could be impaired. When our qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investment and to the extent the fair value is less than the carrying value, we record the difference as an impairment in the consolidated statements of operations. Derivative Instruments and Hedging Activities All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2019 2018 amounts in millions Land $ 128 128 Buildings and improvements 1,204 1,194 Support equipment 1,023 1,302 Projects in progress 169 61 Finance lease right-of-use ("ROU") assets 282 — Total property and equipment $ 2,806 2,685 Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses, if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 15 years for support equipment and 3 to 39 years for buildings and improvements. Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $220 million, $211 million and $176 million, respectively. Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. In January 2017, the FASB issued new accounting guidance to simplify the measurement of goodwill impairment. Under the new guidance, an entity no longer performs a hypothetical purchase price allocation to measure goodwill impairment. Instead, a goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit. The Company early adopted this guidance during the fourth quarter of 2017. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Qurate Retail's valuation analyses are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. Noncontrolling Interests The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings in stockholders' equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations. Revenue Recognition On January 1, 2018, the Company adopted the revenue accounting standard (“ASC 606”) using the modified retrospective method. The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company recognized the cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis. In accordance with the revenue standard requirements, the following table illustrates the impact on our reported results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1, 2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were no additional material adjustments to our consolidated balance sheet as of December 31, 2018. As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ 14,070 (154) 13,916 Cost of retail sales $ 9,209 (13) 9,196 Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ 1,897 (126) 1,771 Operating expense $ 970 (2) 968 Income tax (expense) benefit $ (60) 2 (58) Net income $ 916 (11) 905 The effect of changes of adoption is primarily due to changes in the timing of revenue recognition and the classification of credit card income for the QVC-branded credit card and the HSN-branded credit card. For the year ended December 31, 2018, revenue is recognized at the time of shipment to our customers consistent with when control passes and credit card income is recognized in revenue. For the year ended December 31, 2017, revenue was recognized at the time of delivery to the customers and deferred revenue, as well as inventory and related expenses, were recorded to account for the shipments in-transit. In addition, credit card income was recognized as an offset to selling, general and administrative expenses. The Company recognized a separate $124 million and $121 million asset (included in other current assets) relating to the expected return of inventory and a $261 million and $266 million liability (included in other current liabilities) relating to its sales return reserve at December 31, 2019 and 2018, respectively, instead of the net presentation that was used at December 31, 2017. Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,047 905 422 729 5,103 Beauty 1,299 659 53 — 2,011 Apparel 1,289 422 582 172 2,465 Accessories 918 376 416 — 1,710 Electronics 1,141 107 15 — 1,263 Jewelry 402 226 54 — 682 Other revenue 181 14 29 — 224 Total Revenue $ 8,277 2,709 1,571 901 13,458 Year ended December 31, 2018 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,175 1,023 511 791 5,500 Beauty 1,326 640 50 — 2,016 Apparel 1,323 453 684 180 2,640 Accessories 933 273 472 — 1,678 Electronics 1,129 119 18 — 1,266 Jewelry 473 213 53 — 739 Other revenue 185 17 29 — 231 Total Revenue $ 8,544 2,738 1,817 971 14,070 Consumer Product Revenue and Other Revenue. Qurate Retail's revenue includes sales of consumer products in the following categories: home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs. Other revenue consists primarily of income generated from our company branded credit cards in which a large consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics of the credit card program. Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns. The Company recognizes revenue related to its company branded credit cards over time as the credit cards are used by Qurate Retail's customers. Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company has elected to treat shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company accrues the related shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities are treated as fulfillment costs. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Significant Judgments. Qurate Retail’s products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The Company has determined that it is the principal in vendor arrangements as the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these arrangements on a gross basis. An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The total reduction in sales due to returns for the years ended December 31, 2019, 2018 and 2017 aggregated $2,336 million, $2,434 million and $1,861 million, respectively. Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue. A summary of activity in the allowance for sales returns, is as follows: Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2019 $ 266 2,336 (2,341) - 261 2018 (1) $ 267 2,434 (2,435) - 266 2017 $ 98 1,027 (1,023) 35 137 (1) Amounts in 2018 and 2019 include the impact of adoption of ASC 606. Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. Stock-Based Compensation As more fully described in note 13, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $71 million, $88 million and $123 million for the years ended December 31, 2019, 2018 and 2017, respectively, included in selling, general and administrative expense in the accompanying consolidated statements of operations. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations. Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2019 2018 2017 Qurate Retail Net earnings (loss) from continuing operations $ (456) 674 1,208 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA 101 781 Net earnings (loss) from discontinued operations $ NA 141 452 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) attributable to such common stock by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2019, 2018 and 2017 are approximately 22 million, 25 million and 20 million potential common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2019 2018 2017 number of shares in millions Basic WASO 424 462 445 Potentially dilutive shares — 3 3 Diluted WASO 424 465 448 Series A and Series B Liberty Ventures Common Stock EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018 and 2017 are less than a million Years ended December 31, 2019 2018 (1) 2017 number of shares in millions Basic WASO NA 86 86 Potentially dilutive shares NA 1 1 Diluted WASO NA 87 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. Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with the current year presentation. As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital balance was in a deficit position in certain quarterly periods during the year ended December 31, 2019. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit ($328 million) at December 31, 2019 to retained earnings. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. New Accounting Pronouncements Not Yet Adopted Internal-Use Software. In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements . |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | (3) Supplemental Disclosures to Consolidated Statements of Cash Flows Years ended December 31, 2019 2018 2017 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ — (11) 956 Intangible assets not subject to amortization — — 1,577 Intangible assets subject to amortization — (4) 651 Net liabilities assumed — 10 (977) Deferred tax assets (liabilities) — 5 (281) Fair value of equity consideration — — (1,948) Cash paid (received) for acquisitions, net of cash acquired $ — — (22) Cash paid for interest $ 360 362 343 Cash paid for income taxes $ 175 226 158 Non-cash capital additions obtained in exchange for liabilities $ 36 — — In November 2016, the FASB issued new accounting guidance which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this guidance during the first quarter of 2018 and has reclassified prior period balances in cash and cash equivalents within the consolidated statements of cash flows in order to conform with current period presentation. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows: December 31, December 31, 2019 2018 in millions Cash and cash equivalents $ 673 653 Restricted cash included in other current assets 8 7 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 681 660 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions | |
Acquisitions | (4) Acquisitions On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN it did not already own in an all-stock transaction making HSN a wholly-owned subsidiary, attributed to the QVC Group. HSN shareholders (other than Qurate Retail) received fixed consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each share of HSN common stock. Qurate Retail issued 53.6 million shares of QVCA common stock to HSN shareholders. In conjunction with application of acquisition accounting, we recorded a full step up in basis of HSN which resulted in a $409 million gain. The fair market value of our ownership interest previously held in HSN ($605 million) was determined based on the trading price of QVCA common stock on the date of the acquisition (Level 1) less a control premium. The market value of the shares of QVCA common stock issued to HSN shareholders ($1.3 billion) was determined based on the trading price of QVCA common stock on the date of the acquisition. The total equity value of the transaction was $1.9 billion. Included in net earnings (loss) from continuing operations for the year ended December 31, 2017 is $43 million related to HSN’s operations since the date of acquisition, which is primarily related to severance cost post acquisition. Of the $43 million, $38 million related to HSN ($8 million of which related to stock-based compensation expense and is included in Selling, general and administrative, including stock-based compensation expense in the consolidated statements of operations) and $5 million related to Cornerstone. With the exception of the $43 million of severance-related costs incurred on December 30, 2017, HSN’s results of operations are not included in our consolidated operating results for the year ended December 31, 2017, as the final two days of the period were considered immaterial. The pro forma revenue and net earnings from continuing operations of Qurate Retail, prepared utilizing the historical financial statements of HSN, giving effect to purchase accounting related adjustments made at the time of acquisition, as if the transaction discussed above occurred on January 1, 2016, are as follows: Year Ended December 31, 2017 amounts in millions (unaudited) Revenue $ 13,791 Net earnings (loss) from continuing operations $ 2,200 The pro forma information is not representative of Qurate Retail’s future financial position, future results of operations or future cash flows nor does it reflect what Qurate Retail’s financial position, results of operations or cash flows would have been as if the transaction had happened previously and Qurate Retail controlled HSN during the periods presented. The pro forma information includes a nonrecurring adjustment for transaction costs incurred as a result of the acquisition. |
Disposals
Disposals | 12 Months Ended |
Dec. 31, 2019 | |
Disposals | |
Disposals | (5) Disposals Disposals - Presented as Discontinued Operations On March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. At the time of the GCI Liberty Split-Off, GCI Liberty was comprised of, among other things, GCI Liberty’s legacy business, Qurate Retail’s former interest in Liberty Broadband, Charter and LendingTree, and Qurate Retail’s former wholly-owned subsidiary Evite. Qurate Retail viewed Liberty Broadband, LendingTree and Evite as separate components and evaluated them separately for discontinued operations presentation. As Qurate Retail’s former interest in Charter was accounted for as an available for sale investment it did not meet the definition of a component for discontinued operation presentation. The disposition of Liberty Broadband was considered significant to the overall financial statements. Accordingly, the accompanying consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Liberty Broadband as a discontinued operation for the years ended December 31, 2018 and 2017. The disposition of LendingTree and Evite as part of the GCI Liberty Split-Off does not have a major effect on Qurate Retail’s historical or future results. Accordingly, LendingTree and Evite are not presented as discontinued operations in the accompanying consolidated financial statements of Qurate Retail. LendingTree and Evite are included in the Corporate and other segment through March 8, 2018. See “Disposals – Not Presented as Discontinued Operations” below for additional information regarding Evite and LendingTree. Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Years ended December 31, 2019 2018 2017 Earnings (loss) before income taxes $ NA 187 473 Income tax (expense) benefit $ NA (46) (21) The combined impact from discontinued operations, discussed above, is as follows: Years ended December 31, 2019 2018 2017 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ NA 1.64 5.26 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ NA 1.62 5.20 Prior to the GCI Liberty Split-Off, Qurate Retail accounted for the investment in Liberty Broadband at its fair value. Accordingly, Liberty Broadband’s assets, liabilities and results of operations were not included in Qurate Retail’s consolidated financial statements. Summary financial information for Liberty Broadband for the periods prior to the GCI Liberty Split-Off is as follows: Year ended December 31, 2017 amounts in millions Operating income $ (25) Share of earnings (loss) of affiliate $ 2,509 Gain (loss) on dilution of investment in affiliate $ (18) Income tax (expense) benefit $ (417) Net earnings (loss) attributable to Liberty Broadband shareholders $ 2,034 Disposals – Not Presented as Discontinued Operations As discussed above, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. Although Liberty Broadband has been presented as a discontinued operation, Evite and LendingTree are not presented as discontinued operations. Included in revenue in the accompanying consolidated statements of operations is $3 million and $24 million for the years ended December 31, 2018 and 2017, respectively, related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million and $3 million, for the years ended December 31, 2018 and 2017, respectively, related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are earnings of less than |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (6) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs, other than quoted market prices included within Level 1, are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3. The Company's assets and liabilities measured at fair value are as follows: December 31, 2019 December 31, 2018 Quoted prices Quoted prices in active Significant in active Significant markets other markets other for identical observable for identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 339 339 — 310 310 — Indemnification asset (1) $ 202 — 202 79 — 79 Debt $ 1,557 — 1,557 1,334 — 1,334 (1) The indemnification asset is included in Other current assets on the consolidated balance sheets as of December 31, 2019 and 2018. The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the debt instruments are reported in the foregoing table as Level 2 fair value. Pursuant to an indemnification agreement, GCI Liberty has agreed to indemnify LI LLC for certain payments made to a holder of LI LLC’s 1.75% Exchangeable Debentures due 2046 (the “ 1.75% Exchangeable Debentures”). An indemnity asset in the amount of $281 million was recorded upon completion of the GCI Liberty Split-Off. In June 2018, Qurate Retail repurchased 417,759 of the 1.75% Exchangeable Debentures for approximately $457 million, including accrued interest, and GCI Liberty made a payment under the indemnification agreement to Qurate Retail in the amount of $133 million. The remaining indemnification 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 consolidated balance sheets as of December 31, 2019 represents the fair value of the estimated exchange feature included in the 1.75% Exchangeable Debentures primarily based on observable market data as significant inputs (Level 2). As of December 31, 2019, a holder of the 1.75% Exchangeable Debentures does have the ability to exchange and, accordingly, such indemnification asset is included as a current asset in our consolidated balance sheet as of that date. Additionally, as of December 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: Years ended December 31, 2019 2018 2017 amounts in millions Equity securities $ (22) 155 434 Exchangeable senior debentures (337) (3) (193) Indemnification asset 123 (70) — Other financial instruments (15) (6) (96) $ (251) 76 145 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (7) Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: QxH QVC International Zulily Corporate and Other Total amounts in millions Balance at January 1, 2018 $ 5,238 885 917 42 7,082 Foreign currency translation adjustments — (25) — — (25) Disposition (1) — — — (26) (26) Other (2) (10) — — (4) (14) Balance at December 31, 2018 5,228 860 917 12 7,017 Foreign currency translation adjustments — (1) — — (1) Impairment (3) — — (440) — (440) Balance at December 31, 2019 $ 5,228 859 477 12 6,576 (1) As a result of the GCI Liberty Split-Off on March 9, 2018, the Company disposed of its wholly-owned subsidiary Evite, resulting in a $26 million decrease to goodwill. (2) As discussed in note 4, the preliminary purchase price allocation for the HSN acquisition was adjusted, resulting in a decrease to goodwill. (3) See discussion of the 2019 impairment below. Goodwill recognized from acquisitions primarily relates to assembled workforces, website community and other intangible assets that do not qualify for separate recognition. As presented in the accompanying consolidated balance sheets, tradenames is the other significant indefinite lived intangible asset. Intangible Assets Subject to Amortization Intangible assets subject to amortization are comprised of the following: December 31, 2019 December 31, 2018 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 764 (624) 140 723 (583) 140 Customer relationships 3,319 (2,891) 428 3,320 (2,768) 552 Other 1,343 (956) 387 1,329 (963) 366 Total $ 5,426 (4,471) 955 5,372 (4,314) 1,058 The weighted average life of these amortizable intangible assets was approximately 9 years at the time of acquisition. However, amortization is expected to match the usage of the related asset and will be on an accelerated basis as demonstrated in table below. Amortization expense for intangible assets with finite useful lives was $386 million, $426 million and $549 million for the years ended December 31, 2019, 2018 and 2017, respectively. Based on its amortizable intangible assets as of December 31, 2019, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2020 $ 319 2021 $ 230 2022 $ 143 2023 $ 87 2024 $ 74 Impairments As a result of Zulily’s deteriorating financial performance, Zulily initiated a process to evaluate its current business model and long-term business strategy in light of the challenging retail environment. Upon completing the evaluation of Zulily’s model and long-term strategy, it was determined during the third quarter of 2019 that an indication of impairment existed for the Zulily reporting unit related to its tradename and goodwill. With the assistance of a third party specialist, the fair value of the tradename was determined using the relief from royalty method (Level 3), and an impairment in the amount of $580 million was recorded during the third quarter of 2019, in the impairment of intangible assets line item in the consolidated statements of operations. With the assistance of a third party specialist, the fair value of the Zulily reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment in the amount of $440 million was recorded during the third quarter of 2019, in the Impairment of intangible assets line item in the consolidated statements of operations. As of December 31, 2019, the Zulily reporting unit has accumulated goodwill impairment losses of $440 million. Based on the quantitative assessment performed during the third quarter of 2019 and the resulting impairment losses recorded, the estimated fair values of the tradename and the Zulily reporting unit do not significantly exceed their carrying values as of December 31, 2019. The Company performed a qualitative goodwill impairment analysis during the fourth quarter of 2019 and 2018 and determined that triggering events existed at the HSN reporting unit in both periods due to a variety of factors, primarily HSN’s inability to meet its 2019 and 2018 revenue projections. With the assistance of an external valuation expert, the Company determined the estimated business enterprise value of HSN, including its intangible assets and goodwill as of December 31, 2018, and the estimated value of its tradename intangible asset as of December 31, 2019 and December 31, 2018. In 2018 the business enterprise valuation was performed using a combination of a discounted cash flow model using HSN’s projections of future operating performance (income approach) and market multiples (market approach) (Level 3). In both periods the tradename valuation was performed using a relief from royalties method, primarily using a discounted cash flow model using HSN’s projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3). As a result of the analysis, HSN recorded a $147 million and a $30 million impairment to its tradename intangible asset as of December 31, 2019 and December 31, 2018, respectively. No impairment of HSN’s goodwill was necessary in 2018. As of December 31, 2019 the Company had accumulated goodwill impairment losses of $440 million. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | (8) Debt Debt is summarized as follows: Outstanding principal Carrying value December 31, December 31, December 31, 2019 2019 2018 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 286 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 431 327 304 3.75% Exchangeable Senior Debentures due 2030 433 318 307 3.5% Exchangeable Senior Debentures due 2031 251 422 377 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 488 344 Subsidiary level notes and facilities QVC 3.125% Senior Secured Notes due 2019 — — 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 6.25% Senior Secured Notes due 2068 500 500 — QVC Bank Credit Facilities 1,235 1,235 1,320 Other subsidiary debt — — 188 Deferred loan costs — (40) (29) Total consolidated Qurate Retail debt $ 7,348 7,412 7,373 Less debt classified as current (1,557) (1,410) Total long-term debt $ 5,855 5,963 Exchangeable Senior Debentures Each $1,000 debenture of Liberty Interactive LLC’s (“LI LLC”) 4% Exchangeable Senior Debentures is exchangeable at the holder's option for the value of 3.2265 shares of Sprint Corporation (“Sprint”) common stock and 0.7860 shares of CenturyLink, Inc. ("CenturyLink") common stock. LI LLC may, at its election, pay the exchange value in cash, Sprint and CenturyLink common stock or a combination thereof. LI LLC, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the face amount of the debentures plus accrued interest. Each $1,000 debenture of LI LLC's 3.75% Exchangeable Senior Debentures is exchangeable at the holder's option for the value of 2.3578 shares of Sprint common stock and 0.5746 shares of CenturyLink common stock. LI LLC may, at its election, pay the exchange value in cash, Sprint and CenturyLink common stock or a combination thereof. Qurate Retail, at its option, may redeem the debentures, in whole or in part, for cash equal to the face amount of the debentures plus accrued interest. Each $1,000 debenture of LI LLC's 3.5% Exchangeable Senior Debentures (the "Motorola Exchangeables") is exchangeable at the holder's option for the value of 5.2598 shares of Motorola Solutions, Inc. (“MSI”). The remaining exchange value is payable, at Qurate Retail's option, in cash or MSI stock or a combination thereof. LI LLC, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the adjusted principal amount of the debentures plus accrued interest. As a result of various principal payments made to holders of the Motorola Exchangeables, the adjusted principal amount of each $1,000 debenture is $514 as of December 31, 2019. During the year ended December 31, 2019, holders exchanged, under the terms of the Motorola Exchangeables, approximately $58 million principal of the Motorola Exchangeables and Qurate Retail made cash payments of approximately $99 million to settle the obligations. Each $1,000 original principal amount of the 0.75% Exchangeable Senior Debentures due 2043 is exchangeable for a basket of 3.1648 shares of common stock of Charter and 7.4199 shares of common stock of AT&T Inc., which may change over time to include other publicly traded common equity securities that may be distributed on or in respect of those shares of Charter and Time Warner (or into which any of those securities may be converted or exchanged). This basket of shares for which each Debenture in the original principal amount of $1,000 may be exchanged is referred to as the Reference Shares attributable to such Debenture, and to each issuer of Reference Shares as a reference company. Each Debenture is exchangeable at the option of the holder at any time, upon which they will be entitled to receive the Reference Shares attributable to such Debenture or, at the election of LI LLC, cash or a combination of Reference Shares and cash having a value equal to such Reference Shares. Upon exchange, holders will not be entitled to any cash payment representing accrued interest or outstanding additional distributions. Subsequent to December 31, 2017, an extraordinary additional distribution was made to the holders of the 0.75% Exchangeable Senior Debentures due 2043 in the amount of $11.9399 per $1,000 original principal of the debentures, which is attributable to the cash consideration of $18.50 per share paid to former holders of common stock of Time Inc. on January 31, 2018, in connection with the acquisition of Time Inc. by Meredith Corporation. The Company paid the extraordinary additional distribution on March 1, 2018, to holders of record of the 0.75% Exchangeable Senior Debentures due 2043 on February 14, 2018, the special record date for the extraordinary additional distribution. In August 2016, Qurate Retail issued $750 million principal amount of new senior exchangeable debentures due September 2046 which bear interest at an annual rate of 1.75%. Each $1,000 debenture is exchangeable at the holder’s option for the value of 2.9317 shares of Charter Class A common stock. Qurate Retail may, at its election, pay the exchange value in cash, Charter Class A common stock or a combination thereof. The number of shares of Charter Class A common stock attributable to a debenture represents an initial exchange price of approximately $341.10 per share. On October 5, 2023, Qurate Retail, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the face amount of the debentures plus accrued interest. See note 6 for additional information about these debentures. Qurate Retail has elected to account for all of its Exchangeables using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. Qurate Retail will review the triggering events on a quarterly basis to determine whether a triggering event has occurred to require current classification of certain Exchangeables, see additional discussion below. Qurate Retail has sold, split-off or otherwise disposed of all of its shares of MSI, Sprint, Charter and CenturyLink common stock which underlie the respective exchangeable senior debentures. Because such exchangeable debentures are exchangeable at the option of the holder at any time and Qurate Retail can no longer use owned shares to redeem the debentures, Qurate Retail has classified for financial reporting purposes the debentures that could be redeemed for cash as a current liability. Exchangeable senior debentures classified as current totaled $1,557 million at December 31, 2019. Although such amount has been classified as a current liability for financial reporting purposes, the Company believes the probability that the holders of such instruments will exchange a significant principal amount of the debentures prior to maturity is unlikely. Interest on the Company's exchangeable debentures is payable semi-annually based on the date of issuance. At maturity, all of the Company's exchangeable debentures are payable in cash. In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and measurement of financial instruments. The Company adopted this guidance during the first quarter of 2018. A portion of the unrealized gain (loss) recognized on the Company’s exchangeable debt accounted for at fair value is now presented in other comprehensive income as it relates to instrument specific credit risk on the consolidated statements of comprehensive income. Senior Debentures Interest on the 8.5% Senior Debentures due 2029 and the 8.25% Senior Debentures due 2030 (collectively, the “Senior Debentures”) is payable semi-annually based on the date of issuance. The Senior Debentures are stated net of an aggregate unamortized discount of $4 million at December 31, 2019 and $3 million at December 31, 2018. Such discount is being amortized to interest expense in the accompanying consolidated statements of operations. QVC Senior Secured Notes On March 18, 2014, QVC issued $400 million principal amount of 3.125% Senior Secured Notes due 2019 at an issue price of 99.828% and $600 million principal amount of 4.85% Senior Secured Notes due 2024 at an issue price of 99.927% (collectively, the “March Notes”). The March Notes were secured by the capital stock of QVC and certain of QVC’s subsidiaries and had equal priority to QVC’s senior secured credit facility. In April 2019, QVC repaid the outstanding balance on the 3.125% Senior Secured Notes due 2019. On August 21, 2014, QVC issued $600 million principal amount of 4.45% Senior Secured Notes due 2025 at an issue price of 99.860% and $400 million principal amount 5.45% Senior Secured Notes due 2034 at an issue price of 99.784% (collectively, the “August Notes”). The August Notes are secured by the capital stock of QVC and certain of QVC’s subsidiaries and have equal priority to QVC’s senior secured credit facility. During prior years, QVC issued $500 million principal amount of 5.125% Senior Secured Notes due 2022 at par, $750 million principal amount of 4.375% Senior Secured Notes due 2023 at par and $300 million principal amount of 5.95% Senior Secured Notes due 2043 at par. In September 2018, QVC completed a registered debt offering for $225 million of 6.375% Senior Notes due 2067 (the “2067 Notes”). QVC has the option to call the 2067 Notes after 5 years at par value, plus accrued and unpaid interest. On November 26, 2019, QVC completed a registered debt offering for $435 million of the 6.25% Senior Secured Notes due 2068 (“2068 Notes”) at par. QVC granted an option for underwriters to purchase up to an additional $65 million of 2068 Notes which was exercised on December 6, 2019, bringing the aggregate principal borrowed to $500 million. QVC has the option to call the 2068 Notes after 5 years at par value, plus accrued and unpaid interest. On February 4, 2020, QVC completed a registered debt offering for $575 million of the 4.75% Senior Secured Notes due 2027 (the "2027 Notes”) at par. Interest on the 2027 Notes will be paid semi-annually in February and August, with payments commencing on August 15, 2020. QVC Bank Credit Facilities On December 31, 2018, QVC entered into the Fourth Amended and Restated Credit Agreement with Zulily as co-borrowers (collectively, the “Borrowers”) which is a multi-currency facility that provides for a $3.65 billion (which was reduced to $2.95 billion, effective February 4, 2020 upon the closing of QVC’s offering of the 2027 Notes) revolving credit facility, with a $450 million sub-limit for standby letters of credit and $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 QVC or Zulily, with a $50 million sub-limit for standby letters of credit. The remaining $3.25 billion (which was subsequently reduced to $2.55 billion upon reduction of the revolving credit facility, effective February 4, 2020) and any incremental loans may be borrowed only by QVC. 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 (the “Combined Consolidated Leverage Ratio”). Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.25% and 1.75% depending on the Borrowers’ Combined Consolidated Leverage Ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability; provided that, if Zulily ceases to be controlled by Qurate Retail, all of its loans must be repaid and its letters of credit cash collateralized. The facility matures on December 31, 2023. Payment of loans may be accelerated following certain customary events of default. The 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 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 QVC’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 3.1% at December 31, 2019. Availability under the Fourth Amended and Restated Credit Agreement at December 31, 2019 was $2.4 billion (which was subsequently reduced to $1.7 billion upon the reduction of the revolving credit facility, effective February 4, 2020), including the remaining portion of the $400 million tranche available to Zulily and net of $23 million of outstanding standby letters of credit. Interest Rate Swap Arrangements During the year ended December 31, 2016, QVC entered into a three-year interest rate swap arrangement with a notional amount of $125 million to mitigate the interest rate risk associated with interest payments related to its variable rate debt. The swap arrangement did not qualify as a cash flow hedge under GAAP, and expired in June 2019. In July 2019, the Company entered into a three-year interest swap arrangement with a notional amount of $125 million. The swap arrangement did not qualify as a cash flow hedge under U.S. GAAP and the fair value of the swap instrument was in a net liability position of less than $1 million as of December 31, 2019. On December 31, 2018, QVC entered into a thirteen month interest rate swap arrangement that effectively converted $250 million of its variable rate bank credit facility to a fixed rate of 1.05% with a maturity date in January 2020. The swap instrument does not qualify as a cash flow hedge and the fair value of the swap instrument was in a net asset position of less than $1 million as of December 31, 2019. Changes in the fair value of the swaps are reflected in realized and unrealized gains (losses) on financial instruments, net in the accompanying consolidated statements of operations. Other Subsidiary Debt Other subsidiary debt at December 31, 2018 is comprised of capitalized satellite transponder lease obligations. Debt Covenants Qurate Retail and its subsidiaries were in compliance with all debt covenants at December 31, 2019. Five Year Maturities The annual principal maturities of Qurate Retail's debt, based on stated maturity dates, for each of the next five years is as follows (amounts in millions): 2020 $ 11 2021 $ 11 2022 $ 512 2023 $ 1,997 2024 $ 613 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 2067 Notes and 2068 Notes are traded on the New York Stock Exchange, and the Company considers them to be actively traded. As such, the 2067 Notes and 2068 Notes are valued based on their trading price (Level 1). December 31, 2019 2018 Senior debentures $ 804 786 QVC senior secured notes $ 4,011 3,573 Due to the variable rate nature, Qurate Retail believes that the carrying amount of its subsidiary debt not discussed above approximated fair value at December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | (9) Leases In February 2016 and subsequently, the FASB issued new guidance which revises the accounting for leases. 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, which established Accounting Standards Codification Topic 842 (“ASC 842”), 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 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 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, net of prepaid rent of $23 million. The Company has finance lease agreements with transponder and transmitter network suppliers for the right 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 year ended December 31, 2019 were as follows: Year ended December 31, 2019 in millions Operating lease cost $ 78 Finance lease cost Depreciation of leased assets $ 20 Interest on lease liabilities 9 Total finance lease cost $ 29 Prior to the adoption of ASC 842, rental expense under lease arrangements amounted to $80 million and $45 million for the years ended December 31, 2018 and 2017, respectively. The remaining weighted-average lease term and the weighted-average discount rate were as follows: December 31, 2019 Weighted-average remaining lease term (years): Finance leases 9.2 Operating leases 9.1 Weighted-average discount rate: Finance leases 5.0% Operating leases 4.9% Supplemental balance sheet information related to leases was as follows: December 31, 2019 in millions Operating leases: Operating lease ROU assets (1) $ 397 Current operating lease liabilities (2) $ 64 Operating lease liabilities (3) 349 Total operating lease liabilities $ 413 Finance Leases: Finance lease ROU assets (4) $ 282 Finance lease ROU asset accumulated depreciation (4) (129) Finance lease ROU assets, net $ 153 Current finance lease liabilities (2) $ 18 Finance lease liabilities (3) 163 Total finance lease liabilities $ 181 (1) Included within the Other assets, at cost, net of accumulated amortization line item on the consolidated balance sheets. (2) Included within the Other current liabilities line item on the consolidated balance sheets. (3) Included within the Other liabilities line item on the consolidated balance sheets. (4) Included within the Property and equipment, net line item on the consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Year ended December 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 75 Operating cash flows from finance leases $ 9 Financing cash flows from finance leases $ 22 ROU assets obtained in exchange for lease obligations Operating leases $ 173 Finance leases $ 16 Future lease payments under finance leases and operating leases with initial terms of one year or more at December 31, 2019 consisted of the following: Finance Leases Operating Leases in millions 2020 $ 26 81 2021 25 68 2022 25 60 2023 25 59 2024 23 56 Thereafter 108 224 Total lease payments $ 232 548 Less: imputed interest 51 135 Total lease liabilities $ 181 413 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 initial access to a portion of the ECDC Lease during March 2019 and obtained access to the remaining portion during September 2019. In total, QVC recorded a ROU asset of $141 million and an operating lease liability of $131 million relating to the ECDC Lease, with the difference attributable to prepaid rent. QVC is required to pay an initial base rent of $10 million per year, with payments that began in the third quarter of 2019, and increasing to $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 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | (10) Income Taxes On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act made broad and complex changes to the U.S. tax code, the most significant of which was a reduction to the U.S. federal corporate tax rate from 35 percent to 21 percent. The Company reflected the income tax effects of the Tax Act for which the accounting was known as of December 31, 2017 and made immaterial revisions to such amounts during the allowed one year measurement period. As of December 31, 2018, the Company had completed its analysis of the tax effects of the Tax Act. The corporate rate reduction was applied to our inventory of deferred tax assets and deferred tax liabilities which resulted in the net tax benefit in the period ended December 31, 2017. Income tax benefit (expense) consists of: Years ended December 31, 2019 2018 2017 amounts in millions Current: Federal $ 94 (126) (61) State and local (27) (35) (23) Foreign (93) (84) (88) $ (26) (245) (172) Deferred: Federal $ 247 131 1,252 State and local (5) 57 (95) Foreign 1 (3) — 243 185 1,157 Income tax benefit (expense) $ 217 (60) 985 The following table presents a summary of our domestic and foreign earnings from continuing operations before income taxes: Years ended December 31, 2019 2018 2017 amounts in millions Domestic $ (858) 683 841 Foreign 236 200 209 Total $ (622) 883 1,050 Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21% in 2019 and 2018 and 35% in 2017 as a result of the following: Years ended December 31, 2019 2018 2017 amounts in millions Computed expected tax benefit (expense) $ 131 (186) (367) State and local income taxes, net of federal income taxes 9 (13) (16) Foreign taxes, net of foreign tax credits (1) (5) (32) Dividends received deductions — — 10 Alternative energy tax credits and incentives 152 92 85 Change in valuation allowance affecting tax expense (51) 9 (100) Change in tax rate due to Tax Act — — 1,317 Change in state tax rate (23) 61 (71) Change in tax rate - tax loss carryback 45 — — Consolidation of equity investment — — 138 Tax write-off of consolidated subsidiary 34 — — Impairment of intangible asset (93) — — Other, net 14 (18) 21 Income tax benefit (expense) $ 217 (60) 985 For the year ended December 31, 2019 income tax benefit was greater than the U.S. statutory rate of 21% due to tax benefits from tax credits and incentives generated by our alternative energy investments and tax benefits from losses generated in 2019 that were eligible for carryback to tax years with federal income tax rates greater than the U.S. statutory tax rate of 21%, partially offset by a goodwill impairment that is not deductible for tax purposes and an increase in the valuation allowance against certain deferred tax assets. For the year ended December 31, 2018 income tax expense was lower than the U.S. statutory rate of 21% due to tax benefits from tax credits and incentives generated by our alternative energy investments, a reduction in the Company’s state effective tax rate used to measure deferred taxes resulting from the GCI Liberty Split-Off in March 2018, and a reduction in the Company’s state effective tax rate used to measure deferred taxes resulting from a state law change during the second quarter. For the year ended December 31, 2017 the significant reconciling items were net tax benefits for the effect of the change in the U.S. federal corporate tax rate from 35% to 21%on deferred taxes, the tax-free consolidation of our equity method investment in HSN, and tax benefits derived from Qurate Retail’s alternative energy tax credits and incentives, partially offset by net tax expense for an increase in the Company’s valuation allowance and an increase in the Company’s state effective tax rate used to measure deferred taxes. The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below: December 31, 2019 2018 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 314 177 Foreign tax credit carryforwards 154 121 Accrued stock compensation 22 30 Operating lease liability 84 — Other accrued liabilities 48 65 Other 186 110 Deferred tax assets 808 503 Valuation allowance (205) (154) Net deferred tax assets 603 349 Deferred tax liabilities: Investments 122 55 Intangible assets 856 1,123 Fixed assets 106 — Discount on exchangeable debentures 1,047 1,067 Other 153 29 Deferred tax liabilities 2,284 2,274 Net deferred tax liabilities $ 1,681 1,925 The Company's valuation allowance increased $51 million in 2019, and all of which affected tax expense. At December 31, 2019, the Company has a deferred tax asset of $314 million for net operating losses, credit carryforwards, and interest expense carryforwards. If not utilized to reduce income tax liabilities in future periods, $262 million of these loss carryforwards and tax credits will expire at various times between 2020 and 2039. The remaining $52 million of tax losses and carryforwards may be carried forward indefinitely. These losses and credit carryforwards are expected to be utilized prior to expiration, except for $126 million. At December 31, 2019, the Company had a deferred tax asset of $154 million for foreign tax credit carryforwards. If not utilized to reduce income tax liabilities in future periods, these foreign tax credits carryforwards will expire at various times between 2022 and 2029. The Company estimates that $79 million of its foreign tax credit carryforward will expire without utilization. A reconciliation of unrecognized tax benefits is as follows: Years ended December 31, 2019 2018 2017 amounts in millions Balance at beginning of year $ 70 71 72 Additions based on tax positions related to the current year 5 9 10 Additions for tax positions of prior years 14 2 4 Reductions for tax positions of prior years (3) — — Lapse of statute and settlements (11) (12) (15) Balance at end of year $ 75 70 71 As of December 31, 2019, 2018 and 2017, the Company had recorded tax reserves of $75 million, $70 million and $71 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to be recognized for financial statement purposes, $61 million, $56 million and $60 million for the years ended December 31, 2019, 2018 and 2017, respectively, would be reflected in the Company's tax expense and affect its effective tax rate. Qurate Retail's estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment. The Company has tax positions for which the amount of related unrecognized tax benefits could change during 2019. The amount of unrecognized tax benefits related to these issues could change as a result of potential settlements, lapsing of statute of limitations and revisions of estimates. It is reasonably possible that the amount of the Company's gross unrecognized tax benefits may increase within the next twelve months by up to $2 million. As of December 31, 2019, the Company's tax years prior to 2016 are closed for federal income tax purposes, and the IRS has completed its examination of the Company's 2016 and 2017 tax years. The Company's 2018 and 2019 tax years are being examined currently as part of the IRS's Compliance Assurance Process ("CAP") program. Various states are currently examining the Company's prior years’ state income tax returns. The Company is not under audit in any foreign tax jurisdictions. The Company recorded $23 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2019, $20 million as of December 31, 2018 and $17 million as of December 31, 2017. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | (11) Stockholders' Equity Preferred Stock Qurate Retail's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Qurate Retail's Board of Directors. As of December 31, 2019, no shares of preferred stock were issued. Common Stock Series A Qurate Retail common stock has one vote per share, and Series B Qurate Retail common stock has ten votes per share. Each share of the Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. The Series A and Series B common stock participate on an equal basis with respect to dividends and distributions. At the Annual Meeting of Stockholders held on June 2, 2015, the Company’s stockholders approved an amendment to the Restated Certificate of Incorporation that increased (i) the total number of shares of the Company’s capital stock which the Company will have the authority to issue to 9,015 million shares, (ii) the number of shares of the Company’s capital stock designated as “Common Stock” to 8,965 million shares and (iii) the number of shares of Common Stock designated as “Series A Liberty Ventures Common Stock,” “Series B Liberty Ventures Common Stock” and “Series C Liberty Ventures Common Stock” to 400 million shares, 15 million shares and 400 million shares, respectively. At the Annual Meeting of Stockholders held on May 23, 2018, the Company’s stockholders approved an amendment to the Restated Certificate of Incorporation, which (i) eliminated the tracking stock capitalization structure of the Company and (ii) reclassified each outstanding share of Series A and Series B QVC Group common stock into one share of our Series A and Series B common stock, respectively. In addition, the amendment to the Restated Certificate of Incorporation changed (i) the total number of shares of the Company’s capital stock which the Company will have the authority to issue to 8,200 million shares, (ii) the number of shares of the Company’s capital stock designated as “Common Stock” to 8,150 million shares, (ii) the number of shares of Common Stock designated as “Series A Common Stock,” “Series B Common Stock” and “Series C Common Stock” to 4,000 million shares, 150 million shares and 4,000 million shares, respectively, and (iii) the number of shares of the Company’s capital stock designated as “Preferred Stock” to 50 million shares. As of December 31, 2019, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 23.2 million shares of Series A Qurate Retail common stock and approximately 1.8 million shares of Series B Qurate Retail common stock. In addition to the Series A and Series B Qurate Retail common stock, there are 4 billion shares of Series C Qurate Retail common stock authorized for issuance, respectively. As of December 31, 2019, no shares of any Series C Qurate Retail common stock were issued or outstanding On December 29, 2017, in conjunction with the acquisition of HSN, Qurate Retail issued 53.6 million shares of Series A Qurate Retail common stock. See additional discussion about the acquisition in note 4. Purchases of Common Stock During the year ended December 31, 2017, the Company repurchased 34,765,751 shares of Series A Qurate Retail common stock for aggregate cash consideration of $766 million. During the year ended December 31, 2018, the Company repurchased 43,080,787 shares of Series A Qurate Retail common stock for aggregate cash consideration of $988 million. During the year ended December 31, 2019, the Company repurchased 24,329,610 shares of Series A Qurate Retail common stock for aggregate cash consideration of $392 million. All of the foregoing shares were repurchased pursuant to a previously announced share repurchase program and have been retired and returned to the status of authorized and available for issuance. |
Related Party Transactions with
Related Party Transactions with Officers and Directors | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions with Officers and Directors | |
Transactions with Officers and Directors | (12) Related Party Transactions with Officers and Directors Chairman Compensation Arrangement In December 2014, the Compensation Committee of Qurate Retail approved a compensation arrangement, including term options discussed in note 13, for its current Chairman. The arrangement provides for a five year employment term beginning January 1, 2015 and ending December 31, 2019, with an annual base salary of $960,750, increasing annually by 5% of the prior year's base salary, and an annual target cash bonus equal to 250% of the applicable year's annual base salary. The arrangement also provides that, in the event the Chairman is terminated for "cause," he will be entitled only to his accrued base salary and any amounts due under applicable law and he will forfeit all rights to his unvested term options. If, however, the Chairman was terminated by Qurate Retail without cause or if he terminated his employment for “good reason,” the arrangement provided for him to receive his accrued base salary, his accrued but unpaid bonus and any amounts due under applicable law, a severance payment of 1.5 times his base salary during the year of his termination, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, a payment equal to $17.5 million, and for his unvested term options to generally vest pro rata based on the portion of the term elapsed through the termination date plus 18 months and for all vested and accelerated options to remain exercisable until their respective expiration dates. If the Chairman terminated his employment without “good reason,” he would have been entitled to his accrued base salary, his accrued but unpaid bonus and any amounts due under applicable law, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, and for his unvested term options to generally vest pro rata based on the portion of the term elapsed through the termination date and all vested and accelerated options to remain exercisable until their respective expiration dates. Lastly, in the case of the Chairman's death or his disability, the arrangement provided that he would have been entitled only to his accrued base salary and any amounts due under applicable law, a payment of 1.5 times his base salary during that year, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, a payment equal to $17.5 million and for his unvested term options to fully vest and for his vested and accelerated term options to remain exercisable until their respective expiration dates. Pursuant to the Chairman’s compensation arrangement, he received aggregate target equity awards allocated between Qurate Retail and Liberty Media in the amounts of $16 million with respect to calendar year 2015, $17 million with respect to calendar year 2016, $18 million with respect to calendar year 2017, $19 million with respect to calendar year 2018 and $20 million with respect to calendar year 2019. In addition, Qurate Retail and Liberty Media’s compensation committees could have granted additional equity awards each year up to a maximum of 50% of the target amount allocated to Qurate Retail for the relevant year. See discussion in note 1 regarding the new compensation agreement with the Company’s Chairman effective January 1, 2020. CEO Compensation Agreement On September 27, 2015, the Compensation Committee of Qurate Retail approved a compensation arrangement for our current CEO. The arrangement provides for a five year employment term beginning December 16, 2015 and ending December 31, 2020, with an annual base salary of $1.25 million and an annual target cash bonus equal to 100% of the CEO’s annual base salary. The arrangement also provides the CEO with the opportunity to earn annual performance-based equity incentive awards during the employment term. Beginning in 2016, the CEO received an annual $4.125 million grant of performance-based RSUs with respect to QRTEA. Also, on September 27, 2015, in connection with the approval of his compensation arrangement, the CEO received a one-time grant of 1,680,065 stock options to purchase shares of QRTEA with an exercise price of $26.00 per share. 50% of such options vested on December 31, 2019 and the remaining 50% will vest on December 31, 2020, with an expiration date of December 31, 2022. In connection with the CEO’s appointment to this position on March 9, 2018, the Compensation Committee of Qurate Retail approved a one-time grant of stock options and performance-based RSUs to the CEO on August 13, 2018. The options consist of 577,358 options to purchase shares of QRTEA with an exercise price of $22.18. 50% of such options vested on December 15, 2019 and the remaining 50% will vest on December 15, 2020, and have a seven year term. The RSUs consist of 182,983 performance-based RSUs with respect to QRTEA which vest on December 21, 2020 based on performance of the Company and the personal performance of the CEO, and at the sole discretion of the Compensation Committee. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | (13) Stock-Based Compensation Qurate Retail - Incentive Plans Pursuant to the Qurate Retail, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”), as amended, the Company may grant stock options (“Awards”) to be made in respect of a maximum of 39.9 million shares of Series A and Series B Qurate Retail common stock. Awards generally vest over 4-5 years and have a term of 7-10 years. Qurate Retail issues new shares upon exercise of equity awards. In connection with the HSN acquisition in December 2017 (see note 4), outstanding awards to purchase shares of HSN common stock (an “HSN Award”) were exchanged for awards to purchase shares of Series A Qurate Retail common stock (a “QRTEA Award”). The exercise prices and number of shares subject to the QRTEA Award were determined based on (1) the exercise prices and number of shares subject to the HSN Award and (2) the acquisition exchange ratio. The exchange of such awards was considered a modification under ASC 805 – Business Combinations Qurate Retail – Grants The following table presents the number and weighted average GDFV of options granted by Qurate Retail during the years ended December 31, 2019, 2018 and 2017: For the Years ended December 31, 2019 2018 2017 Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC and HSN employees (1) 2,503 $ 4.07 3,783 $ 8.77 3,115 $ 7.86 Series A Qurate Retail common stock, Zulily employees (1) 328 $ 4.08 336 $ 8.65 483 $ 7.86 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 639 $ 3.97 72 $ 7.31 518 $ 7.81 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) NA NA 577 $ 7.09 NA NA Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 2,134 $ 3.44 NA NA NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 26 $ 5.84 175 $ 8.84 154 $ 7.92 Series A Ventures Group common stock, Qurate Retail employees and directors (2) NA NA NA NA 188 $ 16.52 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) NA NA 143 $ 16.55 269 $ 15.41 (1) Mainly vests semi-annually over four years . (2) Mainly vests between three and five years for employees and in one year for directors . (3) 50% vested on December 15, 2019, and 50% vests on December 15, 2020. (4) The grant made in March 2019 vested immediately, and the grant made in December 2019 in connection with the Chairman’s new employment agreement cliff vests in December 2023. Grants in 2018 and 2017 cliff vested at the end of their respective grant year. Grants were made in connection with his new and previous employment agreement (see notes 1 and 12). In addition to the stock option grants to the Qurate Retail Chairman of the Board, and in connection with his employment agreement, Qurate Retail granted time-based and performance-based restricted stock units ("RSUs"). During the year ended December 31, 2019, Qurate Retail granted 19 thousand time-based RSUs of Series B Qurate Retail common stock. Such RSUs had a GDFV of $17.90 per share at the time they were granted and cliff vested on March 11, 2019. During the years ended December 31, 2019, 2018 and 2017, Qurate Retail granted 194 thousand, 124 thousand and 115 thousand performance-based RSUs, respectively, of Series B Qurate Retail common stock. Such RSUs had a fair value of $17.90, $27.56 and $19.90 per share, respectively, at the time they were granted. Also during the year ended December 31, 2019, Qurate Retail granted approximately 191 thousand performance-based RSUs of Series A Qurate Retail common stock to its President and CEO. The Series A RSUs had a GDFV of $17.90 per share at the time they were granted. The 2019, 2018 and 2017 performance-based RSUs cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is remeasured at each reporting period. This grant includes the first upfront option grant related to the Chairman’s new employment agreement. See discussion in note 1 regarding the new compensation agreement with the Company’s Chairman. In connection with the Option Exchange in 2017 (see below), Qurate Retail granted 5.9 million, 946 thousand and 1.1 million options to purchase shares of Series A Qurate Retail common stock, Series A Liberty Ventures common stock and Series B Liberty Ventures common stock, respectively. Such options had an incremental weighted average GDFV of $3.49, $8.53 and $6.94, respectively. During the fourth quarter of 2017, the Company entered into a series of transactions with certain officers of Qurate Retail, associated with certain outstanding stock options, in order to recognize tax deductions in 2017 versus future years (the “Option Exchange”). On December 26, 2017 (the “Grant Date”), pursuant to the approval of the Compensation Committee of its Board of Directors, the Company effected the acceleration of (i) each unvested in-the-money option to acquire shares of LVNTA and (ii) each unvested in-the-money option to acquire shares of LVNTB, in each case, held by certain of its officers (collectively, the “Eligible Optionholders”). Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, all of his outstanding in-the-money vested and unvested options to acquire QRTEA shares, LVNTA shares and LVNTB shares (the “Eligible Options”), and: ● with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new option with substantially the same terms and conditions as the exercised vested Eligible Option, except that the exercise price for the new option was, in the case of options to acquire shares of QRTEA or LVNTA, the closing price on the Grant Date per QRTEA or LVNTA share, as applicable, and, in the case of options to acquire shares of LVNTB, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the awards were granted; and ● with respect to each unvested Eligible Option: o in satisfaction of the exercise, on a net settled basis, of the unvested Eligible Options, the Company granted the Eligible Optionholder a number of restricted LVNTA or LVNTB shares (the “Restricted Shares”) with a vesting schedule identical to that of the unvested Eligible Options so exercised, and the Eligible Optionholder made an election under Section 83(b) of the Internal Revenue Code with respect to such Restricted Shares; and o the Company granted the Eligible Optionholder a new option (the “Unvested New Option”) to acquire the same series of common stock and with substantially the same terms and conditions, including with respect to vesting and expiration, as the unvested Eligible Option exercised as set forth above, except that the number of LVNTA or LVNTB shares subject to such Unvested New Option was equal to the number of shares subject to the unvested Eligible Option minus the number of Restricted Shares received upon exercise of such unvested Eligible Option. The exercise price of such new option was, in the case of a LVNTA option, the closing price on the Grant Date per share of LVNTA, or, in the case of a LVNTB option, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the Unvested New Options were granted. The Option Exchange was considered a modification under ASC 718 – Stock Compensation, with the following impacts on compensation expense. The unamortized value of the unvested Eligible Options that were exercised, which was $14 million for LVNTA and LVNTB combined, will be expensed over the vesting period of the Restricted Shares attributable to the exercise of those options; of this amount, $6 million of expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off. The grant of new vested options resulted in incremental compensation expense in the fourth quarter of 2017 of $30 million for QRTEA, LVNTA and LVNTB combined. The grant of Unvested New Options resulted in incremental compensation expense totaling $6 million for LVNTA and LVNTB combined, which will be amortized over the vesting periods of those options; of this amount, $5.8 million of incremental compensation expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off. The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2019, 2018 and 2017, the range of expected terms was 2.0 to 6.4. The volatility used in the calculation for Awards is based on the historical volatility of the Company's stocks 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. The following table presents the range of volatilities used by Qurate Retail in the Black-Scholes-Merton Model for the 2019, 2018 and 2017 Qurate Retail and Liberty Ventures grants. Volatility 2019 grants Qurate Retail options 30.1 % - 44.8 % 2018 grants Qurate Retail options 29.7 % - 30.5 % Liberty Ventures options 27.9 % - 27.9 % 2017 grants Qurate Retail options 26.9 % - 32.7 % Liberty Ventures options 25.9 % - 28.9 % Qurate Retail - Outstanding Awards The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase Qurate Retail common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards. Qurate Retail Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2019 28,438 $ 24.47 1,818 $ 27.22 Granted 5,604 $ 10.49 26 $ 18.03 Exercised (449) $ 15.43 — $ — Forfeited/Cancelled (10,345) $ 24.46 — $ — Outstanding at December 31, 2019 23,248 $ 21.28 4.1 years $ 4 1,844 $ 27.09 3.1 years $ — Exercisable at December 31, 2019 13,200 $ 23.74 3.1 years $ 4 1,844 $ 27.09 3.1 years $ — As of December 31, 2019, the total unrecognized compensation cost related to unvested Qurate Retail Awards was approximately $46 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.7 years. Qurate Retail - Exercises The aggregate intrinsic value of all options exercised during the years ended December 31, 2019, 2018 and 2017 was $2 million, $28 million and $145 million, respectively. The aggregate intrinsic value of options exercised for the year ended December 31, 2017 includes approximately $104 million related to the intrinsic value of options exercised as a result of the Option Exchange. Qurate Retail - Restricted Stock The Company had approximately 5.4 million unvested restricted shares of Qurate Retail common stock, held by certain directors, officers and employees of the Company as of December 31, 2019. These Series A and Series B unvested restricted shares of Qurate Retail had a weighted average GDFV of $18.58 per share. The aggregate fair value of all restricted shares of Qurate Retail common stock that vested during the years ended December 31, 2019, 2018 and 2017 was $25 million, $64 million and $23 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans. | |
Employee Benefit Plans | (14) Employee Benefit Plans Subsidiaries of Qurate Retail sponsor 401(k) plans, which provide their employees an opportunity to make contributions to a trust for investment in Qurate Retail common stock, as well as other mutual funds. The Company's subsidiaries make matching contributions to their plans based on a percentage of the amount contributed by employees. Employer cash contributions to all plans aggregated $25 million, $26 million and $20 million, respectively, for the years ended December 31, 2019, 2018 and 2017, respectively. |
Other Comprehensive Earnings (L
Other Comprehensive Earnings (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Other Comprehensive Earnings (Loss) | |
Other Comprehensive Earnings (Loss) | (15) Other Comprehensive Earnings (Loss) Accumulated other comprehensive earnings (loss) included in the Company’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company's share of accumulated other comprehensive earnings of affiliates. The change in the components of accumulated other comprehensive earnings (loss), net of taxes ("AOCI"), is summarized as follows: Comprehensive Foreign Share of Earnings (loss) currency AOCI Attributable to translation of equity Debt Credit Risk adjustments affiliates Adjustments Other AOCI amounts in millions Balance at January 1, 2017 $ (260) (6) — — (266) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 130 3 — — 133 Balance at December 31, 2017 (130) (3) — — (133) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (50) (2) 38 16 2 Cumulative effect of accounting change — — — 76 76 Balance at December 31, 2018 $ (180) (5) 38 92 (55) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (1) — 2 (1) — Balance at December 31, 2019 $ (181) (5) 40 91 (55) The components of other comprehensive earnings (loss) are reflected in Qurate Retail's consolidated statements of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss). Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2019: Foreign currency translation adjustments $ — 1 1 Recognition of previously unrealized losses (gains) on debt, net (1) — (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments 1 — 1 Other comprehensive earnings (loss) $ — 1 1 Year ended December 31, 2018: Foreign currency translation adjustments $ (49) 1 (48) Recognition of previously unrealized losses (gains) on debt, net 21 (5) 16 Share of other comprehensive earnings (loss) of equity affiliates (3) 1 (2) Comprehensive earnings (loss) attributable to debt credit risk adjustments 50 (12) 38 Other comprehensive earnings (loss) $ 19 (15) 4 Year ended December 31, 2017: Foreign currency translation adjustments $ 155 (21) 134 Share of other comprehensive earnings (loss) of equity affiliates 5 (2) 3 Other comprehensive earnings (loss) $ 160 (23) 137 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (16) Commitments and Contingencies Litigation Qurate Retail has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Qurate Retail may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 12 Months Ended |
Dec. 31, 2019 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (17) Information About Qurate Retail's Operating Segments Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce industries. Qurate Retail identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation. Qurate Retail evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. For segment reporting purposes, 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 by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, certain purchase accounting adjustments, separately reported litigation settlements, transaction related costs (including restructuring, integration, and advisory fees), and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Qurate Retail generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. During the 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 year ended December 31, 2019, Qurate Retail has identified the following consolidated subsidiaries 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 that are also consolidated subsidiaries are the same as those described in the Company's summary of significant accounting policies. Performance Measures Years ended December 31, 2019 2018 2017 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,277 1,536 8,544 1,630 6,140 1,455 QVC International 2,709 446 2,738 429 2,631 451 Zulily 1,571 48 1,817 108 1,613 91 Corporate and other 901 (1) 973 (13) 23 (47) Inter-segment eliminations — — (2) — (3) — Consolidated Qurate Retail $ 13,458 2,029 14,070 2,154 10,404 1,950 Other Information December 31, 2019 December 31, 2018 Investments Investments Total in Capital Total in Capital assets affiliates expenditures assets affiliates expenditures amounts in millions QxH $ 12,774 40 257 12,817 38 161 QVC International 2,268 — 34 2,154 — 67 Zulily 1,136 — 23 2,199 — 24 Corporate and other 1,127 86 11 671 97 23 Consolidated Qurate Retail $ 17,305 126 325 17,841 135 275 The following table provides a reconciliation of consolidated segment Adjusted OIBDA to operating income and earnings (loss) from continuing operations before income taxes: Years ended December 31, 2019 2018 2017 amounts in millions Consolidated segment Adjusted OIBDA $ 2,029 2,154 1,950 Stock-based compensation (71) (88) (123) Depreciation and amortization (606) (637) (725) Transaction related costs (1) (72) (59) Impairment of intangible assets and long lived assets (1,167) (33) — Operating income 184 1,324 1,043 Interest expense (374) (381) (355) Share of earnings (loss) of affiliates, net (160) (162) (200) Realized and unrealized gains (losses) on financial instruments, net (251) 76 145 Gains (losses) on transactions, net (1) 1 410 Tax sharing income (expense) with GCI Liberty, Inc. (26) 32 — Other, net 6 (7) 7 Earnings (loss) from continuing operations before income taxes $ (622) 883 1,050 Revenue by Geographic Area Revenue by geographic area based on the location of customers is as follows: Years ended December 31, 2019 2018 2017 amounts in millions United States $ 10,666 11,233 7,684 Japan 1,028 947 934 Germany 890 943 899 Other foreign countries 874 947 887 $ 13,458 14,070 10,404 Long-lived Assets by Geographic Area December 31, 2019 2018 amounts in millions United States $ 935 869 Japan 153 165 Germany 154 161 Other foreign countries 109 127 $ 1,351 1,322 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Quarterly Financial Information (Unaudited) | (18) Quarterly Financial Information (Unaudited) As discussed in note 5, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. The unaudited quarterly information below for 2018 reflects Qurate Retail’s interest in Liberty Broadband as a discontinued operation for all periods presented. 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2019: Revenue $ 3,085 3,111 3,089 4,173 Operating income $ 288 336 (727) 287 Net earnings (loss) $ 66 130 (755) 154 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 55 118 (770) 141 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2018: Revenue $ 3,230 3,233 3,231 4,376 Operating income $ 294 358 237 435 Net earnings (loss) $ 397 198 82 287 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 142 187 72 273 Series A and Series B Liberty Ventures common stock $ 242 NA NA NA Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.17 NA NA NA Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.16 NA NA NA Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.81 NA NA NA Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.78 NA NA NA |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition. |
Receivables | Receivables Receivables are reflected net of an allowance for doubtful accounts and sales returns. A provision for bad debts is provided as a percentage of accounts receivable based on historical experience in the period of sale and included in selling, general and administrative expense. A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of retail sales. A summary of activity in the allowance for doubtful accounts is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 |
Inventory | Inventory Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. Cost is determined by the average cost method, which approximates the first-in, first-out method. Assessments about the realizability of inventory require the Company to make judgments based on currently available information about the likely method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated recoverable values of each disposition category. Inventory is stated net of inventory obsolescence reserves of $152 million and $151 million for the years ended December 31, 2019 and 2018, respectively. |
Investments | Investments All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The Company had no equity securities for which it elected the fair value option as of December 31, 2019 and 2018. For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used, except in situations where the fair value option has been selected. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company's share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company's investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag. The Company performs a qualitative assessment each reporting period for its equity securities without readily determinable fair values to identify whether an equity security could be impaired. When our qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investment and to the extent the fair value is less than the carrying value, we record the difference as an impairment in the consolidated statements of operations. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2019 2018 amounts in millions Land $ 128 128 Buildings and improvements 1,204 1,194 Support equipment 1,023 1,302 Projects in progress 169 61 Finance lease right-of-use ("ROU") assets 282 — Total property and equipment $ 2,806 2,685 Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses, if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 15 years for support equipment and 3 to 39 years for buildings and improvements. Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $220 million, $211 million and $176 million, respectively. |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. In January 2017, the FASB issued new accounting guidance to simplify the measurement of goodwill impairment. Under the new guidance, an entity no longer performs a hypothetical purchase price allocation to measure goodwill impairment. Instead, a goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit. The Company early adopted this guidance during the fourth quarter of 2017. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Qurate Retail's valuation analyses are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. |
Noncontrolling Interests | Noncontrolling Interests The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings in stockholders' equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the revenue accounting standard (“ASC 606”) using the modified retrospective method. The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company recognized the cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis. In accordance with the revenue standard requirements, the following table illustrates the impact on our reported results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1, 2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were no additional material adjustments to our consolidated balance sheet as of December 31, 2018. As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ 14,070 (154) 13,916 Cost of retail sales $ 9,209 (13) 9,196 Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ 1,897 (126) 1,771 Operating expense $ 970 (2) 968 Income tax (expense) benefit $ (60) 2 (58) Net income $ 916 (11) 905 The effect of changes of adoption is primarily due to changes in the timing of revenue recognition and the classification of credit card income for the QVC-branded credit card and the HSN-branded credit card. For the year ended December 31, 2018, revenue is recognized at the time of shipment to our customers consistent with when control passes and credit card income is recognized in revenue. For the year ended December 31, 2017, revenue was recognized at the time of delivery to the customers and deferred revenue, as well as inventory and related expenses, were recorded to account for the shipments in-transit. In addition, credit card income was recognized as an offset to selling, general and administrative expenses. The Company recognized a separate $124 million and $121 million asset (included in other current assets) relating to the expected return of inventory and a $261 million and $266 million liability (included in other current liabilities) relating to its sales return reserve at December 31, 2019 and 2018, respectively, instead of the net presentation that was used at December 31, 2017. Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,047 905 422 729 5,103 Beauty 1,299 659 53 — 2,011 Apparel 1,289 422 582 172 2,465 Accessories 918 376 416 — 1,710 Electronics 1,141 107 15 — 1,263 Jewelry 402 226 54 — 682 Other revenue 181 14 29 — 224 Total Revenue $ 8,277 2,709 1,571 901 13,458 Year ended December 31, 2018 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,175 1,023 511 791 5,500 Beauty 1,326 640 50 — 2,016 Apparel 1,323 453 684 180 2,640 Accessories 933 273 472 — 1,678 Electronics 1,129 119 18 — 1,266 Jewelry 473 213 53 — 739 Other revenue 185 17 29 — 231 Total Revenue $ 8,544 2,738 1,817 971 14,070 Consumer Product Revenue and Other Revenue. Qurate Retail's revenue includes sales of consumer products in the following categories: home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs. Other revenue consists primarily of income generated from our company branded credit cards in which a large consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics of the credit card program. Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns. The Company recognizes revenue related to its company branded credit cards over time as the credit cards are used by Qurate Retail's customers. Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company has elected to treat shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company accrues the related shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities are treated as fulfillment costs. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Significant Judgments. Qurate Retail’s products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The Company has determined that it is the principal in vendor arrangements as the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these arrangements on a gross basis. An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The total reduction in sales due to returns for the years ended December 31, 2019, 2018 and 2017 aggregated $2,336 million, $2,434 million and $1,861 million, respectively. Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue. A summary of activity in the allowance for sales returns, is as follows: Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2019 $ 266 2,336 (2,341) - 261 2018 (1) $ 267 2,434 (2,435) - 266 2017 $ 98 1,027 (1,023) 35 137 (1) Amounts in 2018 and 2019 include the impact of adoption of ASC 606. |
Cost of Sales | Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 13, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $71 million, $88 million and $123 million for the years ended December 31, 2019, 2018 and 2017, respectively, included in selling, general and administrative expense in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations. |
Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share | Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2019 2018 2017 Qurate Retail Net earnings (loss) from continuing operations $ (456) 674 1,208 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA 101 781 Net earnings (loss) from discontinued operations $ NA 141 452 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) attributable to such common stock by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2019, 2018 and 2017 are approximately 22 million, 25 million and 20 million potential common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2019 2018 2017 number of shares in millions Basic WASO 424 462 445 Potentially dilutive shares — 3 3 Diluted WASO 424 465 448 Series A and Series B Liberty Ventures Common Stock EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2018 and 2017 are less than a million Years ended December 31, 2019 2018 (1) 2017 number of shares in millions Basic WASO NA 86 86 Potentially dilutive shares NA 1 1 Diluted WASO NA 87 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. Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with the current year presentation. As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital balance was in a deficit position in certain quarterly periods during the year ended December 31, 2019. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit ($328 million) at December 31, 2019 to retained earnings. |
Reclasses and adjustments | Reclasses and adjustments |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. |
Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted Internal-Use Software. In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements . |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation | |
Schedule of reconciliation of asset and liabilities derecognized | The following is a reconciliation of the assets and liabilities that were derecognized by the Company (in millions) at the date of the GCI Liberty Split-Off (as defined below): Investment in Liberty Broadband $ 3,822 Investment in Charter 1,866 Corporate Cash 475 Margin Loan (996) Deferred Income Tax Liabilities (550) Other, net (270) $ 4,347 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of activity in the allowance for doubtful accounts | Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 2017 $ 99 73 (1) (79) 92 |
Schedule of Property and Equipment | December 31, December 31, 2019 2018 amounts in millions Land $ 128 128 Buildings and improvements 1,204 1,194 Support equipment 1,023 1,302 Projects in progress 169 61 Finance lease right-of-use ("ROU") assets 282 — Total property and equipment $ 2,806 2,685 |
Schedule of disaggregation of revenue | Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,047 905 422 729 5,103 Beauty 1,299 659 53 — 2,011 Apparel 1,289 422 582 172 2,465 Accessories 918 376 416 — 1,710 Electronics 1,141 107 15 — 1,263 Jewelry 402 226 54 — 682 Other revenue 181 14 29 — 224 Total Revenue $ 8,277 2,709 1,571 901 13,458 Year ended December 31, 2018 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,175 1,023 511 791 5,500 Beauty 1,326 640 50 — 2,016 Apparel 1,323 453 684 180 2,640 Accessories 933 273 472 — 1,678 Electronics 1,129 119 18 — 1,266 Jewelry 473 213 53 — 739 Other revenue 185 17 29 — 231 Total Revenue $ 8,544 2,738 1,817 971 14,070 |
Summary of activity in allowance for sales returns | Balance beginning of year Additions - charged to earnings Deductions Acquisition of HSN Balance end of year in millions 2019 $ 266 2,336 (2,341) - 261 2018 (1) $ 267 2,434 (2,435) - 266 2017 $ 98 1,027 (1,023) 35 137 (1) Amounts in 2018 and 2019 include the impact of adoption of ASC 606. |
Schedule of net earnings attributable to stockholders | Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions): Years ended December 31, 2019 2018 2017 Qurate Retail Net earnings (loss) from continuing operations $ (456) 674 1,208 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA 101 781 Net earnings (loss) from discontinued operations $ NA 141 452 |
Schedule of weighted average number of shares outstanding | Years ended December 31, 2019 2018 2017 number of shares in millions Basic WASO 424 462 445 Potentially dilutive shares — 3 3 Diluted WASO 424 465 448 |
Liberty Ventures common stock | |
Schedule of weighted average number of shares outstanding | Years ended December 31, 2019 2018 (1) 2017 number of shares in millions Basic WASO NA 86 86 Potentially dilutive shares NA 1 1 Diluted WASO NA 87 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. |
ASU 2014-09 | |
Schedule of impact of new accounting pronouncements | As reported Balance without Year ended adoption of December 31, 2018 Impact of ASC 606 ASC 606 in millions Net revenue $ 14,070 (154) 13,916 Cost of retail sales $ 9,209 (13) 9,196 Selling, general and administrative expenses, including stock-based compensation and transaction related costs $ 1,897 (126) 1,771 Operating expense $ 970 (2) 968 Income tax (expense) benefit $ (60) 2 (58) Net income $ 916 (11) 905 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Schedule of Supplemental Disclosures to Consolidated Statements of Cash Flows | Years ended December 31, 2019 2018 2017 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ — (11) 956 Intangible assets not subject to amortization — — 1,577 Intangible assets subject to amortization — (4) 651 Net liabilities assumed — 10 (977) Deferred tax assets (liabilities) — 5 (281) Fair value of equity consideration — — (1,948) Cash paid (received) for acquisitions, net of cash acquired $ — — (22) Cash paid for interest $ 360 362 343 Cash paid for income taxes $ 175 226 158 Non-cash capital additions obtained in exchange for liabilities $ 36 — — |
Schedule of cash, cash equivalents and restricted cash | December 31, December 31, 2019 2018 in millions Cash and cash equivalents $ 673 653 Restricted cash included in other current assets 8 7 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 681 660 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
HSN, Inc. | |
Business Acquisition, Pro Forma Information | Year Ended December 31, 2017 amounts in millions (unaudited) Revenue $ 13,791 Net earnings (loss) from continuing operations $ 2,200 |
Disposals (Tables)
Disposals (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disposals | |
Schedule of discontinued operations on basic and diluted earnings (loss) per share | Years ended December 31, 2019 2018 2017 Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ NA 1.64 5.26 Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2): Series A and Series B Qurate Retail common stock $ NA NA NA Series A and Series B Liberty Ventures common stock $ NA 1.62 5.20 |
Liberty Broadband | |
Disposals | |
Schedule of equity securities | Year ended December 31, 2017 amounts in millions Operating income $ (25) Share of earnings (loss) of affiliate $ 2,509 Gain (loss) on dilution of investment in affiliate $ (18) Income tax (expense) benefit $ (417) Net earnings (loss) attributable to Liberty Broadband shareholders $ 2,034 |
Discontinued Operations Spinoff | Liberty Broadband | |
Disposals | |
Schedule of Disposal Groups Including Discontinued Operations Balance Sheet | Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions): Years ended December 31, 2019 2018 2017 Earnings (loss) before income taxes $ NA 187 473 Income tax (expense) benefit $ NA (46) (21) |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | December 31, 2019 December 31, 2018 Quoted prices Quoted prices in active Significant in active Significant markets other markets other for identical observable for identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 339 339 — 310 310 — Indemnification asset (1) $ 202 — 202 79 — 79 Debt $ 1,557 — 1,557 1,334 — 1,334 (1) The indemnification asset is included in Other current assets on the consolidated balance sheets as of December 31, 2019 and 2018. |
Summary of Realized and Unrealized Gains (Losses) on Financial Instruments | Years ended December 31, 2019 2018 2017 amounts in millions Equity securities $ (22) 155 434 Exchangeable senior debentures (337) (3) (193) Indemnification asset 123 (70) — Other financial instruments (15) (6) (96) $ (251) 76 145 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | QxH QVC International Zulily Corporate and Other Total amounts in millions Balance at January 1, 2018 $ 5,238 885 917 42 7,082 Foreign currency translation adjustments — (25) — — (25) Disposition (1) — — — (26) (26) Other (2) (10) — — (4) (14) Balance at December 31, 2018 5,228 860 917 12 7,017 Foreign currency translation adjustments — (1) — — (1) Impairment (3) — — (440) — (440) Balance at December 31, 2019 $ 5,228 859 477 12 6,576 (1) As a result of the GCI Liberty Split-Off on March 9, 2018, the Company disposed of its wholly-owned subsidiary Evite, resulting in a $26 million decrease to goodwill. (2) As discussed in note 4, the preliminary purchase price allocation for the HSN acquisition was adjusted, resulting in a decrease to goodwill. (3) See discussion of the 2019 impairment below. |
Schedule of Intangible assets subject to amortization | December 31, 2019 December 31, 2018 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 764 (624) 140 723 (583) 140 Customer relationships 3,319 (2,891) 428 3,320 (2,768) 552 Other 1,343 (956) 387 1,329 (963) 366 Total $ 5,426 (4,471) 955 5,372 (4,314) 1,058 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of December 31, 2019, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2020 $ 319 2021 $ 230 2022 $ 143 2023 $ 87 2024 $ 74 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Schedule of debt summarized | Outstanding principal Carrying value December 31, December 31, December 31, 2019 2019 2018 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 286 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 431 327 304 3.75% Exchangeable Senior Debentures due 2030 433 318 307 3.5% Exchangeable Senior Debentures due 2031 251 422 377 0.75% Exchangeable Senior Debentures due 2043 — 2 2 1.75% Exchangeable Senior Debentures due 2046 332 488 344 Subsidiary level notes and facilities QVC 3.125% Senior Secured Notes due 2019 — — 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 6.25% Senior Secured Notes due 2068 500 500 — QVC Bank Credit Facilities 1,235 1,235 1,320 Other subsidiary debt — — 188 Deferred loan costs — (40) (29) Total consolidated Qurate Retail debt $ 7,348 7,412 7,373 Less debt classified as current (1,557) (1,410) Total long-term debt $ 5,855 5,963 |
Schedule of Five Year Maturities | The annual principal maturities of Qurate Retail's debt, based on stated maturity dates, for each of the next five years is as follows (amounts in millions): 2020 $ 11 2021 $ 11 2022 $ 512 2023 $ 1,997 2024 $ 613 |
Schedule of fair value of debt securities that are not reported at fair value condensed consolidated balance sheet | The fair value, based on quoted prices of instruments not considered to be active markets, of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying consolidated balance sheets is as follows (amounts in millions): December 31, 2019 2018 Senior debentures $ 804 786 QVC senior secured notes $ 4,011 3,573 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of components of lease expenses | Year ended December 31, 2019 in millions Operating lease cost $ 78 Finance lease cost Depreciation of leased assets $ 20 Interest on lease liabilities 9 Total finance lease cost $ 29 |
Schedule of remaining weighted-average lease term and weighted-average discount rate | December 31, 2019 Weighted-average remaining lease term (years): Finance leases 9.2 Operating leases 9.1 Weighted-average discount rate: Finance leases 5.0% Operating leases 4.9% |
Schedule of supplemental balance sheet and cash flow information related to leases | Supplemental balance sheet information related to leases was as follows: December 31, 2019 in millions Operating leases: Operating lease ROU assets (1) $ 397 Current operating lease liabilities (2) $ 64 Operating lease liabilities (3) 349 Total operating lease liabilities $ 413 Finance Leases: Finance lease ROU assets (4) $ 282 Finance lease ROU asset accumulated depreciation (4) (129) Finance lease ROU assets, net $ 153 Current finance lease liabilities (2) $ 18 Finance lease liabilities (3) 163 Total finance lease liabilities $ 181 (1) Included within the Other assets, at cost, net of accumulated amortization line item on the consolidated balance sheets. (2) Included within the Other current liabilities line item on the consolidated balance sheets. (3) Included within the Other liabilities line item on the consolidated balance sheets. (4) Included within the Property and equipment, net line item on the consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Year ended December 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 75 Operating cash flows from finance leases $ 9 Financing cash flows from finance leases $ 22 ROU assets obtained in exchange for lease obligations Operating leases $ 173 Finance leases $ 16 |
Summary of future lease payments under finance lease | Finance Leases Operating Leases in millions 2020 $ 26 81 2021 25 68 2022 25 60 2023 25 59 2024 23 56 Thereafter 108 224 Total lease payments $ 232 548 Less: imputed interest 51 135 Total lease liabilities $ 181 413 |
Summary of future lease payments under operating lease | Finance Leases Operating Leases in millions 2020 $ 26 81 2021 25 68 2022 25 60 2023 25 59 2024 23 56 Thereafter 108 224 Total lease payments $ 232 548 Less: imputed interest 51 135 Total lease liabilities $ 181 413 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of Components of Income Tax (Expense) Benefit | Years ended December 31, 2019 2018 2017 amounts in millions Current: Federal $ 94 (126) (61) State and local (27) (35) (23) Foreign (93) (84) (88) $ (26) (245) (172) Deferred: Federal $ 247 131 1,252 State and local (5) 57 (95) Foreign 1 (3) — 243 185 1,157 Income tax benefit (expense) $ 217 (60) 985 |
Summary of Domestic and Foreign Earnings from Continuing Operations before Income Taxes | Years ended December 31, 2019 2018 2017 amounts in millions Domestic $ (858) 683 841 Foreign 236 200 209 Total $ (622) 883 1,050 |
Schedule of Effective Income Tax Rate Reconciliation | Years ended December 31, 2019 2018 2017 amounts in millions Computed expected tax benefit (expense) $ 131 (186) (367) State and local income taxes, net of federal income taxes 9 (13) (16) Foreign taxes, net of foreign tax credits (1) (5) (32) Dividends received deductions — — 10 Alternative energy tax credits and incentives 152 92 85 Change in valuation allowance affecting tax expense (51) 9 (100) Change in tax rate due to Tax Act — — 1,317 Change in state tax rate (23) 61 (71) Change in tax rate - tax loss carryback 45 — — Consolidation of equity investment — — 138 Tax write-off of consolidated subsidiary 34 — — Impairment of intangible asset (93) — — Other, net 14 (18) 21 Income tax benefit (expense) $ 217 (60) 985 |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2019 2018 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 314 177 Foreign tax credit carryforwards 154 121 Accrued stock compensation 22 30 Operating lease liability 84 — Other accrued liabilities 48 65 Other 186 110 Deferred tax assets 808 503 Valuation allowance (205) (154) Net deferred tax assets 603 349 Deferred tax liabilities: Investments 122 55 Intangible assets 856 1,123 Fixed assets 106 — Discount on exchangeable debentures 1,047 1,067 Other 153 29 Deferred tax liabilities 2,284 2,274 Net deferred tax liabilities $ 1,681 1,925 |
Schedule of Reconciliation of Unrecognized Tax Benefits | Years ended December 31, 2019 2018 2017 amounts in millions Balance at beginning of year $ 70 71 72 Additions based on tax positions related to the current year 5 9 10 Additions for tax positions of prior years 14 2 4 Reductions for tax positions of prior years (3) — — Lapse of statute and settlements (11) (12) (15) Balance at end of year $ 75 70 71 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Schedule of number and weighted average GDFV of option granted | For the Years ended December 31, 2019 2018 2017 Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC and HSN employees (1) 2,503 $ 4.07 3,783 $ 8.77 3,115 $ 7.86 Series A Qurate Retail common stock, Zulily employees (1) 328 $ 4.08 336 $ 8.65 483 $ 7.86 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 639 $ 3.97 72 $ 7.31 518 $ 7.81 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) NA NA 577 $ 7.09 NA NA Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 2,134 $ 3.44 NA NA NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 26 $ 5.84 175 $ 8.84 154 $ 7.92 Series A Ventures Group common stock, Qurate Retail employees and directors (2) NA NA NA NA 188 $ 16.52 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) NA NA 143 $ 16.55 269 $ 15.41 (1) Mainly vests semi-annually over four years . (2) Mainly vests between three and five years for employees and in one year for directors . (3) 50% vested on December 15, 2019, and 50% vests on December 15, 2020. (4) The grant made in March 2019 vested immediately, and the grant made in December 2019 in connection with the Chairman’s new employment agreement cliff vests in December 2023. Grants in 2018 and 2017 cliff vested at the end of their respective grant year. Grants were made in connection with his new and previous employment agreement (see notes 1 and 12). |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Volatility 2019 grants Qurate Retail options 30.1 % - 44.8 % 2018 grants Qurate Retail options 29.7 % - 30.5 % Liberty Ventures options 27.9 % - 27.9 % 2017 grants Qurate Retail options 26.9 % - 32.7 % Liberty Ventures options 25.9 % - 28.9 % |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Qurate Retail Series A Series B Weighted Aggregate Weighted Aggregate average intrinsic average intrinsic Awards remaining value Awards remaining value (000's) WAEP life (in millions) (000's) WAEP life (in millions) Outstanding at January 1, 2019 28,438 $ 24.47 1,818 $ 27.22 Granted 5,604 $ 10.49 26 $ 18.03 Exercised (449) $ 15.43 — $ — Forfeited/Cancelled (10,345) $ 24.46 — $ — Outstanding at December 31, 2019 23,248 $ 21.28 4.1 years $ 4 1,844 $ 27.09 3.1 years $ — Exercisable at December 31, 2019 13,200 $ 23.74 3.1 years $ 4 1,844 $ 27.09 3.1 years $ — |
Other Comprehensive Earnings _2
Other Comprehensive Earnings (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Comprehensive Earnings (Loss) | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Comprehensive Foreign Share of Earnings (loss) currency AOCI Attributable to translation of equity Debt Credit Risk adjustments affiliates Adjustments Other AOCI amounts in millions Balance at January 1, 2017 $ (260) (6) — — (266) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 130 3 — — 133 Balance at December 31, 2017 (130) (3) — — (133) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (50) (2) 38 16 2 Cumulative effect of accounting change — — — 76 76 Balance at December 31, 2018 $ (180) (5) 38 92 (55) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (1) — 2 (1) — Balance at December 31, 2019 $ (181) (5) 40 91 (55) |
Schedule of Comprehensive Income (Loss) | Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2019: Foreign currency translation adjustments $ — 1 1 Recognition of previously unrealized losses (gains) on debt, net (1) — (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments 1 — 1 Other comprehensive earnings (loss) $ — 1 1 Year ended December 31, 2018: Foreign currency translation adjustments $ (49) 1 (48) Recognition of previously unrealized losses (gains) on debt, net 21 (5) 16 Share of other comprehensive earnings (loss) of equity affiliates (3) 1 (2) Comprehensive earnings (loss) attributable to debt credit risk adjustments 50 (12) 38 Other comprehensive earnings (loss) $ 19 (15) 4 Year ended December 31, 2017: Foreign currency translation adjustments $ 155 (21) 134 Share of other comprehensive earnings (loss) of equity affiliates 5 (2) 3 Other comprehensive earnings (loss) $ 160 (23) 137 |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Information About Qurate Retail's Operating Segments | |
Summarized Adjusted OIBDA | Years ended December 31, 2019 2018 2017 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,277 1,536 8,544 1,630 6,140 1,455 QVC International 2,709 446 2,738 429 2,631 451 Zulily 1,571 48 1,817 108 1,613 91 Corporate and other 901 (1) 973 (13) 23 (47) Inter-segment eliminations — — (2) — (3) — Consolidated Qurate Retail $ 13,458 2,029 14,070 2,154 10,404 1,950 |
Other Information By Segment | December 31, 2019 December 31, 2018 Investments Investments Total in Capital Total in Capital assets affiliates expenditures assets affiliates expenditures amounts in millions QxH $ 12,774 40 257 12,817 38 161 QVC International 2,268 — 34 2,154 — 67 Zulily 1,136 — 23 2,199 — 24 Corporate and other 1,127 86 11 671 97 23 Consolidated Qurate Retail $ 17,305 126 325 17,841 135 275 |
Reconciliation Of Segment Adjusted OIBDA To Operating income (loss) and Earnings (Loss) From Continuing Operations Before Income Taxes | Years ended December 31, 2019 2018 2017 amounts in millions Consolidated segment Adjusted OIBDA $ 2,029 2,154 1,950 Stock-based compensation (71) (88) (123) Depreciation and amortization (606) (637) (725) Transaction related costs (1) (72) (59) Impairment of intangible assets and long lived assets (1,167) (33) — Operating income 184 1,324 1,043 Interest expense (374) (381) (355) Share of earnings (loss) of affiliates, net (160) (162) (200) Realized and unrealized gains (losses) on financial instruments, net (251) 76 145 Gains (losses) on transactions, net (1) 1 410 Tax sharing income (expense) with GCI Liberty, Inc. (26) 32 — Other, net 6 (7) 7 Earnings (loss) from continuing operations before income taxes $ (622) 883 1,050 |
Schedule of Revenue by geographic area | Years ended December 31, 2019 2018 2017 amounts in millions United States $ 10,666 11,233 7,684 Japan 1,028 947 934 Germany 890 943 899 Other foreign countries 874 947 887 $ 13,458 14,070 10,404 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2019 2018 amounts in millions United States $ 935 869 Japan 153 165 Germany 154 161 Other foreign countries 109 127 $ 1,351 1,322 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Schedule of Quarterly Financial Information | 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2019: Revenue $ 3,085 3,111 3,089 4,173 Operating income $ 288 336 (727) 287 Net earnings (loss) $ 66 130 (755) 154 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 55 118 (770) 141 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.13 0.28 (1.85) 0.34 Series A and Series B Liberty Ventures common stock $ NA NA NA NA 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter amounts in millions, except per share amounts 2018: Revenue $ 3,230 3,233 3,231 4,376 Operating income $ 294 358 237 435 Net earnings (loss) $ 397 198 82 287 Net earnings (loss) attributable to Qurate Retail, Inc. stockholders: Series A and Series B Qurate Retail common stock $ 142 187 72 273 Series A and Series B Liberty Ventures common stock $ 242 NA NA NA Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.17 NA NA NA Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 1.16 NA NA NA Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.81 NA NA NA Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per common share: Series A and Series B Qurate Retail common stock $ 0.30 0.40 0.16 0.61 Series A and Series B Liberty Ventures common stock $ 2.78 NA NA NA |
Basis of Presentation (Details)
Basis of Presentation (Details) shares in Millions, $ in Millions | Dec. 29, 2017shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 23, 2018 | Mar. 09, 2018item |
Basic of presentation | ||||||
Number Of Tracking Stock | item | 2 | |||||
Costs associated with QRG Initiatives | $ 41 | |||||
LMC | ||||||
Basic of presentation | ||||||
Related Party Transaction, Amounts of Transaction | $ 8 | 8 | $ 11 | |||
GCI Liberty | ||||||
Basic of presentation | ||||||
Tax sharing payable | $ 95 | $ 114 | ||||
HSN, Inc. | ||||||
Basic of presentation | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.00% | |||||
HSN, Inc. | Common Class A | ||||||
Basic of presentation | ||||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | |||||
Stock Issued During Period Shares Acquisitions | shares | 53.6 | |||||
QVC common stock | ||||||
Basic of presentation | ||||||
Share exchange ratio | 1 | |||||
QVC common stock | HSN, Inc. | Common Class A | ||||||
Basic of presentation | ||||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | |||||
Stock Issued During Period Shares Acquisitions | shares | 53.6 | |||||
Liberty Ventures common stock | Common Class A | ||||||
Basic of presentation | ||||||
Spilt-Off redemption ratio | 1 | |||||
Liberty Ventures common stock | Common Class B | ||||||
Basic of presentation | ||||||
Spilt-Off redemption ratio | 1 | |||||
HSN, Inc. | Transfer to entity under common control | QVC | ||||||
Basic of presentation | ||||||
Ownership interest in investee | 100.00% |
Basis of Presentation - GCI Lib
Basis of Presentation - GCI Liberty, Inc. (Details) - GCI Liberty $ in Millions | Mar. 09, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Corporate Cash | $ 475 |
Margin Loan | (996) |
Deferred Income Tax Liabilities | (550) |
Other, net | (270) |
Total assets and liabilities derecognized | 4,347 |
Liberty Broadband | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Investment | 3,822 |
Charter | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Investment | $ 1,866 |
Basis of Presentation - CEO com
Basis of Presentation - CEO compensation (Details) - CEO - Liberty $ in Millions | 1 Months Ended |
Dec. 31, 2019USD ($) | |
CEO compensation allocation percentage | 19.00% |
Employment Agreement Term | 5 years |
Annual base salary | $ 3 |
One-time cash commitment bonus | 5 |
Annual target cash performance bonus | 17 |
Annual equity awards | 17.5 |
Upfront awards | $ 90 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance | $ 117 | $ 92 | $ 99 |
Provision for Doubtful Accounts | 130 | 123 | 73 |
Other | 4 | 3 | (1) |
Deductions write-offs | (122) | (101) | (79) |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | 129 | 117 | 92 |
Inventory Valuation Reserves | 152 | 151 | |
Property, Plant and Equipment, Gross | 2,806 | 2,685 | |
Depreciation | 220 | 211 | $ 176 |
Land | |||
Property, Plant and Equipment, Gross | 128 | 128 | |
Building and Improvements | |||
Property, Plant and Equipment, Gross | 1,204 | 1,194 | |
Support Equipment | |||
Property, Plant and Equipment, Gross | 1,023 | 1,302 | |
Projects in Progress | |||
Property, Plant and Equipment, Gross | 169 | 61 | |
Finance lease ROU assets (4) | |||
Property, Plant and Equipment, Gross | $ 282 | ||
Minimum | Building and Improvements | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum | Support Equipment | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Maximum | Building and Improvements | |||
Property, Plant and Equipment, Useful Life | 39 years | ||
Maximum | Support Equipment | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Fair Value Option Securities | |||
Equity Securities, FV-NI | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenue, net | $ 4,173 | $ 3,089 | $ 3,111 | $ 3,085 | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 13,458 | $ 14,070 | $ 10,404 |
Cost of retail sales | 8,899 | 9,209 | 6,789 | ||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,758 | 1,897 | 1,188 | ||||||||
Operating expense | 844 | 970 | 659 | ||||||||
Income tax (expense) benefit (note 10) | 217 | (60) | 985 | ||||||||
Net income | (456) | 916 | $ 2,441 | ||||||||
Other Current Assets | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Inventory expected return current | 124 | 121 | 124 | 121 | |||||||
Other Current Liabilities | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Sales return liability current | $ 261 | $ 266 | $ 261 | 266 | |||||||
Before Adoption | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenue, net | 13,916 | ||||||||||
Cost of retail sales | 9,196 | ||||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,771 | ||||||||||
Operating expense | 968 | ||||||||||
Income tax (expense) benefit (note 10) | (58) | ||||||||||
Net income | 905 | ||||||||||
ASU 2014-09 | Adjustment | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenue, net | (154) | ||||||||||
Cost of retail sales | (13) | ||||||||||
Selling, general and administrative, including stock-based compensation and transaction related costs | (126) | ||||||||||
Operating expense | (2) | ||||||||||
Income tax (expense) benefit (note 10) | 2 | ||||||||||
Net income | $ (11) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | $ 4,173 | $ 3,089 | $ 3,111 | $ 3,085 | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 13,458 | $ 14,070 | $ 10,404 |
Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 901 | 971 | |||||||||
QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 8,277 | 8,544 | |||||||||
QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 2,709 | 2,738 | |||||||||
Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,571 | 1,817 | |||||||||
Home | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 5,103 | 5,500 | |||||||||
Home | Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 729 | 791 | |||||||||
Home | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 3,047 | 3,175 | |||||||||
Home | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 905 | 1,023 | |||||||||
Home | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 422 | 511 | |||||||||
Beauty | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 2,011 | 2,016 | |||||||||
Beauty | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,299 | 1,326 | |||||||||
Beauty | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 659 | 640 | |||||||||
Beauty | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 53 | 50 | |||||||||
Apparel | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 2,465 | 2,640 | |||||||||
Apparel | Corporate and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 172 | 180 | |||||||||
Apparel | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,289 | 1,323 | |||||||||
Apparel | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 422 | 453 | |||||||||
Apparel | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 582 | 684 | |||||||||
Accessories | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,710 | 1,678 | |||||||||
Accessories | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 918 | 933 | |||||||||
Accessories | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 376 | 273 | |||||||||
Accessories | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 416 | 472 | |||||||||
Electronics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,263 | 1,266 | |||||||||
Electronics | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 1,141 | 1,129 | |||||||||
Electronics | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 107 | 119 | |||||||||
Electronics | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 15 | 18 | |||||||||
Jewelry | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 682 | 739 | |||||||||
Jewelry | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 402 | 473 | |||||||||
Jewelry | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 226 | 213 | |||||||||
Jewelry | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 54 | 53 | |||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 224 | 231 | |||||||||
Other revenue | QxH | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 181 | 185 | |||||||||
Other revenue | QVC International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 14 | 17 | |||||||||
Other revenue | Zulily | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | $ 29 | $ 29 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Sales Returns (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Sales returns | $ 2,336 | $ 2,434 | $ 1,861 |
Sales returns, beginning balance | 137 | 98 | |
Additions, charged to earnings | 1,027 | ||
Deductions | (1,023) | ||
Acquisition of HSN | 35 | ||
Sales returns, ending balance | 137 | ||
Stock-based compensation | 71 | 88 | 123 |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Sales returns, beginning balance | 266 | 267 | |
Additions, charged to earnings | 2,336 | 2,434 | |
Deductions | (2,341) | (2,435) | |
Sales returns, ending balance | $ 261 | $ 266 | $ 267 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - EPS (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income | $ (456) | $ 916 | $ 2,441 | |
Antidilutive securities | 22 | 25 | 20 | |
Basic WASO | 424 | 462 | 445 | |
Potentially dilutive shares | 3 | 3 | ||
Diluted WASO | 424 | 465 | 448 | |
Retained Earnings | ||||
Reclassification | $ (328) | $ (4,239) | $ (405) | |
Continuing Operations | ||||
Net income | $ (456) | 674 | 1,208 | |
Liberty Ventures common stock | ||||
Net income | $ 242 | $ 242 | $ 1,233 | |
Basic WASO | 86 | 86 | ||
Potentially dilutive shares | 1 | 1 | ||
Diluted WASO | 87 | 87 | ||
Liberty Ventures common stock | Maximum | ||||
Antidilutive securities | 1 | 1 | ||
Liberty Ventures common stock | Continuing Operations | ||||
Net income | $ 101 | $ 781 | ||
Liberty Ventures common stock | Discontinued Operations | ||||
Net income | $ 141 | $ 452 |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |||
Fair value of assets acquired | $ (11) | $ 956 | |
Intangible assets not subject to amortization | 1,577 | ||
Intangible assets subject to amortization | (4) | 651 | |
Net liabilities assumed | 10 | (977) | |
Deferred tax assets (liabilities) | 5 | (281) | |
Fair value of equity consideration | (1,948) | ||
Cash paid (received) for acquisitions, net of cash acquired | (22) | ||
Cash paid for interest | $ 360 | 362 | 343 |
Cash paid for income taxes | 175 | $ 226 | $ 158 |
Non-cash capital additions | $ 36 |
Supplemental Disclosures to C_4
Supplemental Disclosures to Consolidated Statement of Cash Flows - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 673 | $ 653 | ||
Restricted cash included in other current assets | $ 8 | $ 7 | ||
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other Current Assets [Member] | Other Current Assets [Member] | ||
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 681 | $ 660 | $ 912 | $ 836 |
Acquisitions (Details)
Acquisitions (Details) shares in Millions, $ in Millions | Dec. 30, 2017USD ($) | Dec. 29, 2017USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Equity Method Investments | $ 126 | $ 135 | |||
Business Acquisition, Pro Forma Information | |||||
Stock-based compensation | $ 71 | $ 88 | $ 123 | ||
HSN, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.00% | ||||
Equity Method Investments | $ 605 | ||||
Equity value of acquired business | 1,900 | ||||
Remeasurement Gain | $ 409 | ||||
Business Acquisition, Pro Forma Information | |||||
Pro Forma Revenue | 13,791 | ||||
Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 2,200 | ||||
Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 43 | ||||
Business acquisition costs, including stock-based compensation | 38 | ||||
Stock-based compensation | 8 | ||||
Common Class A | HSN, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | ||||
Stock Issued During Period Shares Acquisitions | shares | 53.6 | ||||
Common Class A | QVC common stock | HSN, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Business Acquisition Equity Interests Issued or Issuable Number Of Shares Issued Per Shares Acquired | 1.65 | ||||
Stock Issued During Period Shares Acquisitions | shares | 53.6 | ||||
Value of shares issued to acquire business | $ 1,300 | ||||
Cornerstone | |||||
Business Acquisition, Pro Forma Information | |||||
Restructuring Charges | $ 5 |
Disposals (Details)
Disposals (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Liberty Broadband | Discontinued Operations Split-Off | ||
Disposals | ||
Earnings (loss) before income taxes | $ 187 | $ 473 |
Income tax (expense) benefit | (46) | (21) |
Evite | Not Discontinued Operations, Spinoff | ||
Disposals | ||
Revenue | 3 | 24 |
Disposal group net earnings (loss) | $ (2) | (3) |
LendingTree | Not Discontinued Operations, Spinoff | ||
Disposals | ||
Disposal group net earnings (loss) | $ 6 | |
Liberty Ventures common stock | GCI Liberty and Liberty Expedia Holdings | Discontinued Operations Split-Off | ||
Disposals | ||
Basic earnings (loss) from discontinued operations | $ 1.64 | $ 5.26 |
Diluted earnings (loss) from discontinued operations | $ 1.62 | $ 5.20 |
Liberty Broadband | ||
Disposals | ||
Operating income | $ (25) | |
Share of earnings (loss) of affiliates | 2,509 | |
Gain (loss) on dilution of investment in affiliate | (18) | |
Income tax (expense) benefit | (417) | |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 2,034 | |
Maximum | LendingTree | Not Discontinued Operations, Spinoff | ||
Disposals | ||
Disposal group net earnings (loss) | $ 1 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value - Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Mar. 09, 2018 | |
Assets and liabilities measured at fair value | ||||
Indemnification asset | $ 281 | |||
Indemnification payment from GCI Liberty, Inc. | $ 133 | |||
Recurring | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | 310 | $ 339 | ||
Indemnification asset | 79 | 202 | ||
Debt | 1,334 | 1,557 | ||
Recurring | Level 1 | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | 310 | 339 | ||
Recurring | Level 2 | ||||
Assets and liabilities measured at fair value | ||||
Indemnification asset | 79 | 202 | ||
Debt | $ 1,334 | $ 1,557 | ||
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 | |||
GCI Liberty | 1.75% Exchangeable Senior Debentures due 2046 | ||||
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | $ (251) | $ 76 | $ 145 |
Equity securities | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | (22) | 155 | 434 |
Exchangeable senior debentures | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | (337) | (3) | (193) |
Indemnification asset | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | 123 | (70) | |
Other Financial Instruments | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | $ (15) | $ (6) | $ (96) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes In The Carrying Amount Of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | $ 7,017 | $ 7,082 | |
Foreign currency translation adjustments | (1) | (25) | |
Disposition | (26) | ||
Other | (14) | ||
Impairment | (440) | ||
Balance, end of the year | 6,576 | 7,017 | |
Evite | Not Discontinued Operations, Spinoff | |||
Changes in the carrying amount of goodwill | |||
Disposition | (26) | ||
Corporate and Other | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 12 | 42 | |
Disposition | (26) | ||
Other | (4) | ||
Balance, end of the year | 12 | 12 | |
QxH | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 5,228 | 5,238 | |
Other | (10) | ||
Balance, end of the year | 5,228 | 5,228 | |
QVC International | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 860 | 885 | |
Foreign currency translation adjustments | (1) | (25) | |
Balance, end of the year | 859 | 860 | |
Zulily | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 917 | 917 | |
Impairment | $ (440) | (440) | |
Balance, end of the year | $ 477 | $ 917 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 5,426 | $ 5,372 |
Accumulated amortization | (4,471) | (4,314) |
Net carrying amount | $ 955 | 1,058 |
Weighted average useful life at time of acquisition | 9 years | |
Television Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 764 | 723 |
Accumulated amortization | (624) | (583) |
Net carrying amount | 140 | 140 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,319 | 3,320 |
Accumulated amortization | (2,891) | (2,768) |
Net carrying amount | 428 | 552 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,343 | 1,329 |
Accumulated amortization | (956) | (963) |
Net carrying amount | $ 387 | $ 366 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Amortization Expense For The Next Five Fiscal Years (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Other Intangible Assets | |||
Amortization expense for intangible assets | $ 386 | $ 426 | $ 549 |
Amortization expense for the next five years | |||
2020 | 319 | ||
2021 | 230 | ||
2022 | 143 | ||
2023 | 87 | ||
2024 | $ 74 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Zulily Impairment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairments of goodwill | $ 440 | ||
Accumulated goodwill impairment losses | 440 | ||
Zulily | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairments of goodwill | $ 440 | 440 | |
Accumulated goodwill impairment losses | 440 | ||
Zulily | Trade Names | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 580 | ||
HSN, Inc. | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairments of goodwill | $ 0 | ||
HSN, Inc. | Trade Names | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 147 | $ 30 |
Long-Term Debt - Debt Table (De
Long-Term Debt - Debt Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 06, 2019 | Nov. 26, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2016 |
Long-term debt | ||||||
Outstanding principal | $ 7,348,000 | |||||
Total consolidated debt | 7,412,000 | $ 7,373,000 | ||||
Less debt classified as current | (1,557,000) | (1,410,000) | ||||
Long-term debt, including current portion | 5,855,000 | 5,963,000 | ||||
Deferred loan costs | (40,000) | (29,000) | ||||
8.5% Senior Debentures Due 2029 | ||||||
Long-term debt | ||||||
Outstanding principal | 287,000 | |||||
Total consolidated debt | $ 285,000 | 286,000 | ||||
Debt instrument interest rate | 8.50% | |||||
8.25% Senior Debentures Due 2030 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 504,000 | |||||
Total consolidated debt | $ 502,000 | 502,000 | ||||
Debt instrument interest rate | 8.25% | |||||
4% Exchangeable Senior Debentures Due 2029 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 431,000 | |||||
Total consolidated debt | $ 327,000 | 304,000 | ||||
Debt instrument interest rate | 4.00% | |||||
3.75% Exchangeable Senior Debentures Due 2030 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 433,000 | |||||
Total consolidated debt | $ 318,000 | 307,000 | ||||
Debt instrument interest rate | 3.75% | |||||
3.5% Exchangeable Senior Debentures Due 2031 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 251,000 | |||||
Total consolidated debt | $ 422,000 | 377,000 | ||||
Debt instrument interest rate | 3.50% | |||||
0.75% Exchangeable Senior Debentures due 2043 | ||||||
Long-term debt | ||||||
Total consolidated debt | $ 2,000 | 2,000 | ||||
Debt instrument interest rate | 0.75% | |||||
1.75% Exchangeable Senior Debentures due 2046 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 332,000 | $ 750,000 | ||||
Total consolidated debt | $ 488,000 | 344,000 | ||||
Debt instrument interest rate | 1.75% | |||||
Other Debt | ||||||
Long-term debt | ||||||
Total consolidated debt | 188,000 | |||||
Exchangeable Senior Debentures | ||||||
Long-term debt | ||||||
Less debt classified as current | $ (1,557,000) | |||||
QVC | QVC 3.125% Senior Secured Notes Due 2019 | ||||||
Long-term debt | ||||||
Total consolidated debt | 399,000 | |||||
Debt instrument interest rate | 3.125% | |||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 500,000 | |||||
Total consolidated debt | $ 500,000 | 500,000 | ||||
Debt instrument interest rate | 5.125% | |||||
QVC | QVC 4.375% Senior Secured Notes due 2023 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 750,000 | |||||
Total consolidated debt | $ 750,000 | 750,000 | ||||
Debt instrument interest rate | 4.375% | |||||
QVC | QVC 4.85% Senior Secured Notes Due 2024 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 600,000 | |||||
Total consolidated debt | $ 600,000 | 600,000 | ||||
Debt instrument interest rate | 4.85% | |||||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 600,000 | |||||
Total consolidated debt | $ 599,000 | 599,000 | ||||
Debt instrument interest rate | 4.45% | |||||
QVC | QVC 5.45% Senior Secured Notes Due 2034 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 400,000 | |||||
Total consolidated debt | $ 399,000 | 399,000 | ||||
Debt instrument interest rate | 5.45% | |||||
QVC | QVC 5.95% Senior Secured Notes due 2043 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 300,000 | |||||
Total consolidated debt | $ 300,000 | 300,000 | ||||
Debt instrument interest rate | 5.95% | |||||
QVC | QVC 6.375% Senior Secured Notes Due 2067 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 225,000 | $ 225,000 | ||||
Total consolidated debt | $ 225,000 | 225,000 | ||||
Debt instrument interest rate | 6.375% | 6.375% | ||||
QVC | Qvc 6.25 Senior Secured Notes Due 2068 | ||||||
Long-term debt | ||||||
Outstanding principal | $ 500,000 | $ 500,000 | ||||
Total consolidated debt | $ 500,000 | |||||
Debt instrument interest rate | 6.25% | 6.25% | ||||
QVC | QVC Bank Credit Facilities | ||||||
Long-term debt | ||||||
Outstanding principal | $ 1,235,000 | |||||
Total consolidated debt | $ 1,235,000 | $ 1,320,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Nov. 26, 2019USD ($) | Mar. 01, 2018USD ($) | Jan. 31, 2018$ / shares | Jul. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2016USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Feb. 04, 2020USD ($) | Dec. 06, 2019USD ($) | Aug. 21, 2014USD ($) | Mar. 18, 2014USD ($) |
Long-term debt | |||||||||||||
Outstanding principal | $ 7,348,000,000 | ||||||||||||
Fair value of the swap instruments | 1,000,000 | $ 38,000,000 | |||||||||||
Senior Debentures | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Unamortized Discount | 4,000,000 | 3,000,000 | |||||||||||
8.5% Senior Debentures Due 2029 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 287,000,000 | ||||||||||||
Interest rate (as a percent) | 8.50% | ||||||||||||
8.25% Senior Debentures Due 2030 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 504,000,000 | ||||||||||||
Interest rate (as a percent) | 8.25% | ||||||||||||
4% Exchangeable Senior Debentures Due 2029 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 431,000,000 | ||||||||||||
Interest rate (as a percent) | 4.00% | ||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Sprint | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 3.2265 | ||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Century Link, Inc. | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.7860 | ||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 433,000,000 | ||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Sprint | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 2.3578 | ||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Century Link, Inc. | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.5746 | ||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 251,000,000 | ||||||||||||
Interest rate (as a percent) | 3.50% | ||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | Adjusted face amount per debenture | |||||||||||||
Long-term debt | |||||||||||||
Debt instrument, face amount per debenture | 514 | ||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | Motorola Solutions | |||||||||||||
Long-term debt | |||||||||||||
principal payment of the debentures | 58,000,000 | ||||||||||||
Payments for settlement of fraction notes | $ 99,000,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 5.2598 | ||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | |||||||||||||
Long-term debt | |||||||||||||
Interest rate (as a percent) | 0.75% | ||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||
Extraordinary Distribution to Bondholder | $ 11.9399 | ||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | Time Inc | |||||||||||||
Long-term debt | |||||||||||||
Cash consideration per share due to acquisition | $ / shares | $ 18.50 | ||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | Charter | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 3.1648 | ||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | AT&T | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 7.4199 | ||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 750,000,000 | $ 332,000,000 | |||||||||||
Interest rate (as a percent) | 1.75% | ||||||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | Charter | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 2.9317 | ||||||||||||
Exchange Price of Shares Attributable to Debentures | $ / shares | $ 341.10 | ||||||||||||
QVC | Interest Rate Swap | |||||||||||||
Long-term debt | |||||||||||||
Derivative, Notional Amount | $ 125,000,000 | $ 250,000,000 | $ 125,000,000 | ||||||||||
Derivative, Term of Contract | 3 years | 3 years | |||||||||||
Derivative, Fixed Interest Rate | 1.05% | ||||||||||||
QVC | Maximum | Interest Rate Swap | |||||||||||||
Long-term debt | |||||||||||||
Derivative fair value, net | $ (1,000,000) | $ 1,000,000 | |||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | |||||||||||||
Long-term debt | |||||||||||||
Maximum borrowing capacity | 3,650,000,000 | $ 2,950,000,000 | |||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | Alternate Base Rate | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Description of Variable Rate Basis | alternate base rate | ||||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | Alternate Base Rate | Minimum | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | Alternate 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 | 1,500,000,000 | ||||||||||||
QVC | Portion of Credit Facility Available to QVC or zulily | |||||||||||||
Long-term debt | |||||||||||||
Maximum borrowing capacity | 400,000,000 | ||||||||||||
QVC | Portion of Credit Facility Available to QVC or zulily | Maximum | |||||||||||||
Long-term debt | |||||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||||
QVC | Portion of Credit Facility Available Only to QVC | |||||||||||||
Long-term debt | |||||||||||||
Maximum borrowing capacity | 3,250,000,000 | 2,550,000,000 | |||||||||||
QVC | Amendment No. 3 QVC Bank Credit Facility | |||||||||||||
Long-term debt | |||||||||||||
Remaining borrowing capacity | $ 2,400,000,000 | $ 1,700,000,000 | |||||||||||
Debt Instrument, Interest Rate During Period | 3.10% | ||||||||||||
QVC | Credit Facility Portion Available to Zulily And Letters Of Credit | |||||||||||||
Long-term debt | |||||||||||||
Remaining borrowing capacity | $ 400,000,000 | ||||||||||||
line of credit | $ 23,000,000 | ||||||||||||
QVC | QVC 3.125% Senior Secured Notes Due 2019 | |||||||||||||
Long-term debt | |||||||||||||
Interest rate (as a percent) | 3.125% | ||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | ||||||||||||
Debt issuance price as percent of par | 99.828 | ||||||||||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 500,000,000 | ||||||||||||
Interest rate (as a percent) | 5.125% | ||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | ||||||||||||
QVC | QVC 4.375% Senior Secured Notes due 2023 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 750,000,000 | ||||||||||||
Interest rate (as a percent) | 4.375% | ||||||||||||
Debt Instrument, Face Amount | $ 750,000,000 | ||||||||||||
QVC | QVC 4.85% Senior Secured Notes Due 2024 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 600,000,000 | ||||||||||||
Interest rate (as a percent) | 4.85% | ||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||
Debt issuance price as percent of par | 99.927 | ||||||||||||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 600,000,000 | ||||||||||||
Interest rate (as a percent) | 4.45% | ||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||
Debt issuance price as percent of par | 99.860 | ||||||||||||
QVC | QVC 5.45% Senior Secured Notes Due 2034 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 400,000,000 | ||||||||||||
Interest rate (as a percent) | 5.45% | ||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | ||||||||||||
Debt issuance price as percent of par | 99.784 | ||||||||||||
QVC | QVC 5.95% Senior Secured Notes due 2043 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 300,000,000 | ||||||||||||
Interest rate (as a percent) | 5.95% | ||||||||||||
Debt Instrument, Face Amount | $ 300,000,000 | ||||||||||||
QVC | QVC 6.375% Senior Secured Notes Due 2067 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 225,000,000 | $ 225,000,000 | |||||||||||
Interest rate (as a percent) | 6.375% | 6.375% | |||||||||||
Debt instrument, term | 5 years | ||||||||||||
QVC | Qvc 6.25 Senior Secured Notes Due 2068 | |||||||||||||
Long-term debt | |||||||||||||
Outstanding principal | $ 500,000,000 | $ 500,000,000 | |||||||||||
Interest rate (as a percent) | 6.25% | 6.25% | |||||||||||
Debt instrument, term | 5 years | ||||||||||||
Debt Instrument, Face Amount | $ 435,000,000 | ||||||||||||
QVC | QVC 4.75 Senior Secured Notes Due 2027 | |||||||||||||
Long-term debt | |||||||||||||
Interest rate (as a percent) | 4.75% | ||||||||||||
Debt Instrument, Face Amount | $ 575,000,000 | ||||||||||||
QVC | Standby Letters of Credit | |||||||||||||
Long-term debt | |||||||||||||
Maximum borrowing capacity | $ 450,000,000 | ||||||||||||
QVC | Underwriters | Qvc 6.25 Senior Secured Notes Due 2068 | |||||||||||||
Long-term debt | |||||||||||||
Debt Instrument, Face Amount | $ 65,000,000 |
Long-Term Debt - Debt Securitie
Long-Term Debt - Debt Securities That Are Not Reported At Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term debt | ||
2020 | $ 11 | |
2021 | 11 | |
2022 | 512 | |
2023 | 1,997 | |
2024 | 613 | |
Senior Debentures | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | 804 | $ 786 |
QVC Senior Secured Notes | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | $ 4,011 | $ 3,573 |
Leases - Remaining Lease Term A
Leases - Remaining Lease Term And Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | 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) | $ 397 | |||
Short term operating lease liabilities | 64 | |||
Long term operating lease liabilities | $ 349 | |||
Deferred 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 | $ 78 | |||
Finance lease cost | ||||
Depreciation of leased assets | 20 | |||
Interest on lease liabilities | 9 | |||
Total finance lease cost | $ 29 | |||
Rent expense | $ 80 | $ 45 | ||
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 | |||
Adjustments | ||||
Leases | ||||
Operating lease ROU assets (1) | 287 | |||
Short term operating lease liabilities | 51 | |||
Long term operating lease liabilities | $ 259 |
Leases - Weighted- Average Rema
Leases - Weighted- Average Remaining Lease Term And Discount Rate (Details) | Dec. 31, 2019 |
Leases | |
Finance leases - Weighted-average remaining lease term (in years) | 9 years 2 months 12 days |
Operating leases -Weighted-average remaining lease term (in years) | 9 years 1 month 6 days |
Finance leases - Weighted-average discount rate | 5.00% |
Operating leases - Weighted-average discount rate | 4.90% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Leases | ||
Operating lease ROU assets (1) | $ 397 | |
Operating lease ROU asset location | us-gaap:OtherAssetsNoncurrent | |
Current operating lease liabilities (2) | $ 64 | |
Current operating lease location | us-gaap:OtherLiabilitiesCurrent | |
Operating lease liabilities (3) | $ 349 | |
Operating lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | |
Total operating lease liabilities | $ 413 | |
Property and equipment, at cost | 2,806 | $ 2,685 |
Accumulated depreciation | (1,455) | (1,363) |
Property and equipment, net | 1,351 | $ 1,322 |
Current finance lease liabilities (2) | $ 18 | |
Finance lease current liabilities location | us-gaap:OtherLiabilitiesCurrent | |
Finance lease liabilities (3) | $ 163 | |
Finance lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | |
Total finance lease liabilities | $ 181 | |
Finance lease ROU assets (4) | ||
Leases | ||
Property and equipment, at cost | 282 | |
Accumulated depreciation | (129) | |
Property and equipment, net | $ 153 | |
Finance Lease ROU asset location | us-gaap:PropertyPlantAndEquipmentNet |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 75 |
Operating cash flows from finance leases | 9 |
Financing cash flows from finance leases | 22 |
Operating leases- ROU assets obtained in exchange for lease obligations | 173 |
Finance leases - ROU assets obtained in exchange for lease obligations | $ 16 |
Leases - Future Lease Payments
Leases - Future Lease Payments Under Operating Leases And Finance Leases (Details) $ in Millions | Dec. 31, 2019USD ($) |
Future lease payments under finance leases | |
2020 | $ 26 |
2021 | 25 |
2022 | 25 |
2023 | 25 |
2024 | 23 |
Thereafter | 108 |
Total lease payments | 232 |
Less: imputed interest | 51 |
Total finance lease liabilities | 181 |
Future lease payments under operating leases | |
2020 | 81 |
2021 | 68 |
2022 | 60 |
2023 | 59 |
2024 | 56 |
Thereafter | 224 |
Total lease payments | 548 |
Less: imputed interest | 135 |
Total operating lease liabilities | $ 413 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Millions, $ in Millions | Oct. 05, 2018USD ($)ft²item | Dec. 31, 2019USD ($) |
Leases | ||
Right of use asset | $ 397 | |
Operating lease liability | $ 413 | |
Operating lease, existence of option to extend | true | |
Maximum | ||
Leases | ||
Renewal term | 14 years | |
QVC | ECDC Lease | ||
Leases | ||
Area of leased building (in square feet) | ft² | 1.7 | |
Initial term of lease (in years) | 15 years | |
Right of use asset | $ 141 | |
Operating lease liability | $ 131 | |
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 | ECDC Lease | Minimum | ||
Leases | ||
Operating Lease, rent expenses | $ 10 | |
QVC | ECDC Lease | Maximum | ||
Leases | ||
Operating Lease, rent expenses | $ 14 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Federal statutory income tax rate | 21.00% | 21.00% | 35.00% |
Income Tax Expense (Benefit) [Abstract] | |||
Current Federal | $ 94 | $ (126) | $ (61) |
Current State and Local | (27) | (35) | (23) |
Current Foreign | (93) | (84) | (88) |
Current Income Tax Expense (Benefit) | (26) | (245) | (172) |
Deferred Federal | 247 | 131 | 1,252 |
Deferred State and Local | (5) | 57 | (95) |
Deferred Foreign | 1 | (3) | |
Deferred Income Tax Expense (Benefit) | 243 | 185 | 1,157 |
Income tax benefit (expense) | 217 | (60) | 985 |
Domestic | (858) | 683 | 841 |
Foreign | 236 | 200 | 209 |
Earnings (loss) from continuing operations before income taxes | $ (622) | $ 883 | $ 1,050 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation | |||
Federal statutory income tax rate | 21.00% | 21.00% | 35.00% |
Computed expected tax benefit (expense) | $ 131 | $ (186) | $ (367) |
State and local income taxes, net of federal income taxes | 9 | (13) | (16) |
Foreign taxes, net of foreign tax credits | (1) | (5) | (32) |
Dividends received deductions | 10 | ||
Alternative energy tax credits | 152 | 92 | 85 |
Change in valuation allowance affecting tax expense | (51) | 9 | (100) |
Change in tax rate due to Tax Act | 1,317 | ||
Change in state tax rate | (23) | 61 | (71) |
Change in tax rate - tax loss carryback | 45 | ||
Consolidation of equity investment | 138 | ||
Tax write-off of consolidated subsidiary | 34 | ||
Impairment of intangible asset | (93) | ||
Other, net | 14 | (18) | 21 |
Income tax benefit (expense) | $ 217 | $ (60) | $ 985 |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Tax losses and capital loss carryforwards | $ 314 | $ 177 |
Foreign tax credit carryforwards | 154 | 121 |
Accrued stock compensation | 22 | 30 |
Operating lease liability | 84 | |
Other accrued liabilities | 48 | 65 |
Other future deductible amounts | 186 | 110 |
Deferred tax assets | 808 | 503 |
Valuation allowance | (205) | (154) |
Net deferred tax assets | 603 | 349 |
Investments | 122 | 55 |
Intangible assets | 856 | 1,123 |
Fixed assets | 106 | |
Discount on exchangeable debentures | 1,047 | 1,067 |
Other | 153 | 29 |
Deferred tax liabilities | 2,284 | 2,274 |
Deferred tax liabilities | 1,681 | $ 1,925 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 51 | |
Deferred tax assets net operating loss subject to expiration | 262 | |
Deferred tax assets, net operating loss not subject to expiration | 52 | |
Operating Loss Carryforwards, Valuation Allowance | 126 | |
Foreign tax credit carryforward valuation allowance | $ 79 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Uncertainties [Abstract] | |||
Balance at beginning of year | $ 70 | $ 71 | $ 72 |
Additions based on tax positions related to the current year | 5 | 9 | 10 |
Additions for tax positions of prior years | 14 | 2 | 4 |
Reductions for tax positions of prior years | (3) | ||
Lapse of statute and settlements | (11) | (12) | (15) |
Balance at end of year | 75 | 70 | 71 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 61 | 56 | 60 |
Reasonably possible change in unrecognized tax benefit within 12 months | 2 | ||
Accrued interest and penalties related to uncertain tax positions | $ 23 | $ 20 | $ 17 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ in Millions | Dec. 29, 2017shares | Dec. 31, 2019USD ($)Voteshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | May 23, 2018shares | Mar. 09, 2018 | Jun. 02, 2015shares |
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Capital stock authorized for issuance | 8,200,000,000 | 9,015,000,000 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,100,000 | 8,150,000,000 | 8,965,000,000 | ||||
Preferred Stock, Capital Shares Reserved for Future Issuance | 50,000,000 | ||||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Number of votes | Vote | 1 | ||||||
Share received in exchange | 1 | ||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | |||||
Common Stock, Shares, Issued | 386,691,461 | 409,901,058 | |||||
Common Stock, Shares, Outstanding | 386,691,461 | 409,901,058 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000,000 | ||||||
Stock Repurchased and Retired During Period, Shares | 24,329,610 | 43,080,787 | 34,765,751 | ||||
Stock Repurchased and Retired During Period, Value | $ | $ 392 | $ 988 | $ 766 | ||||
Common Class A | Stock Option | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 23,200,000 | ||||||
Common Class A | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 1 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 400,000,000 | ||||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Number of votes | Vote | 10 | ||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||
Common Stock, Shares, Issued | 29,278,424 | 29,248,343 | |||||
Common Stock, Shares, Outstanding | 29,278,424 | 29,248,343 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 150,000,000 | ||||||
Common Class B | Stock Option | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,800,000 | ||||||
Common Class B | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Spilt-Off redemption ratio | 1 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 15,000,000 | ||||||
Common Class C | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Shares, Issued | 0 | ||||||
Common Stock, Shares, Outstanding | 0 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000,000 | 4,000,000,000 | |||||
Common Class C | Liberty Ventures common stock | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 400,000,000 | ||||||
HSN, Inc. | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period Shares Acquisitions | 53,600,000 |
Related Party Transactions wi_2
Related Party Transactions with Officers and Directors (Details) - USD ($) | Aug. 13, 2018 | Sep. 27, 2015 | Dec. 31, 2019 |
Chairman | |||
Employment agreement term | 5 years | ||
Officers' Compensation | $ 960,750 | ||
Annual base salary increase | 5.00% | ||
Annual target cash bonus | 250.00% | ||
CEO | |||
Employment agreement term | 5 years | ||
Officers' Compensation | $ 1,250,000 | ||
Annual target cash bonus | 100.00% | ||
Termination Benefits Scenario Without Cause or Good Reason | Chairman | |||
Severance payment multiple | 1.5 | ||
Pro rated severance payment | $ 11,750,000 | ||
Fixed severance payments | $ 17,500,000 | ||
Additional vesting added upon termination | 18 months | ||
Termination Benefits Scenario With No Good Reason | Chairman | |||
Fixed severance payments | $ 11,750,000 | ||
Termination Benefits Scenario For Death Or Disability | Chairman | |||
Severance payment multiple | 1.5 | ||
Pro rated severance payment | $ 11,750,000 | ||
Fixed severance payments | 17,500,000 | ||
Performance Options And Performance Based Restricted Stock Units | Chairman | |||
Target Allocation [Abstract] | |||
2015 | 16,000,000 | ||
2016 | 17,000,000 | ||
2017 | 18,000,000 | ||
2018 | 19,000,000 | ||
2019 | 20,000,000 | ||
Restricted Stock Units (RSUs) | CEO | |||
Officers' Compensation | $ 4,125,000 | ||
Performance Shares | CEO | |||
Grants in period | 182,983 | ||
Stock Option | CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | ||
Options granted | 577,358 | 1,680,065 | |
Option exercise price | $ 22.18 | $ 26 | |
Stock Option | CEO | December 15, 2019 | |||
Award Vesting Period Percentage | 50.00% | 50.00% | |
Stock Option | CEO | December 15, 2020 | |||
Award Vesting Period Percentage | 50.00% | 50.00% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 13, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock-based compensation | ||||||
Number of shares reserved for issuance | 39,900,000 | |||||
Share-based Compensation Expense | $ 71 | $ 88 | $ 123 | |||
Minimum | ||||||
Stock-based compensation | ||||||
Award vesting period | 4 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | |||||
Maximum | ||||||
Stock-based compensation | ||||||
Award vesting period | 5 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
CEO | Performance Shares | ||||||
Stock-based compensation | ||||||
Award vesting period | 1 year | 1 year | 1 year | |||
RSUs granted | 182,983 | |||||
Option exchange | ||||||
Stock-based compensation | ||||||
Unamortized value of unvested eligible options | $ 14 | |||||
Option exchange | GCI Liberty | ||||||
Stock-based compensation | ||||||
Share-based Compensation Expense | 5.8 | |||||
Unamortized value of unvested eligible options | 6 | |||||
Unvested New Options | ||||||
Stock-based compensation | ||||||
Share-based Compensation Expense | 6 | |||||
New vested Option | ||||||
Stock-based compensation | ||||||
Share-based Compensation Expense | $ 30 | |||||
Common Class A | ||||||
Stock-based compensation | ||||||
Options Granted | 5,604,000 | |||||
Common Class A | CEO | Performance Shares | ||||||
Stock-based compensation | ||||||
RSUs granted | 191,000 | |||||
RSUs GDFV | $ 17.90 | |||||
Common Class A | Option exchange | ||||||
Stock-based compensation | ||||||
Options Granted | 5,900,000 | |||||
Weighted Average GDFV | $ 3.49 | |||||
Common Class A | QVC and HSN employees | ||||||
Stock-based compensation | ||||||
Award vesting period | 4 years | |||||
Options Granted | 2,503,000 | 3,783,000 | 3,115,000 | |||
Weighted Average GDFV | $ 4.07 | $ 8.77 | $ 7.86 | |||
Common Class A | Zulily Employees | ||||||
Stock-based compensation | ||||||
Award vesting period | 4 years | |||||
Options Granted | 328,000 | 336,000 | 483,000 | |||
Weighted Average GDFV | $ 4.08 | $ 8.65 | $ 7.86 | |||
Common Class A | Qurate Retail employees and directors | ||||||
Stock-based compensation | ||||||
Options Granted | 639,000 | 72,000 | 518,000 | |||
Weighted Average GDFV | $ 3.97 | $ 7.31 | $ 7.81 | |||
Common Class A | Qurate Retail President and CEO | ||||||
Stock-based compensation | ||||||
Options Granted | 577,000 | |||||
Weighted Average GDFV | $ 7.09 | |||||
Common Class A | Qurate Retail President and CEO | December 15, 2019 | ||||||
Stock-based compensation | ||||||
Award Vesting Period Percentage | 50.00% | |||||
Common Class A | Qurate Retail President and CEO | December 15, 2020 | ||||||
Stock-based compensation | ||||||
Award Vesting Period Percentage | 50.00% | |||||
Common Class A | Qurate Retail Chairman Of Board | ||||||
Stock-based compensation | ||||||
Options Granted | 2,134,000 | |||||
Weighted Average GDFV | $ 3.44 | |||||
Common Class A | Liberty Employees | Minimum | ||||||
Stock-based compensation | ||||||
Award vesting period | 3 years | |||||
Common Class A | Liberty Employees | Maximum | ||||||
Stock-based compensation | ||||||
Award vesting period | 5 years | |||||
Common Class A | Liberty directors | ||||||
Stock-based compensation | ||||||
Award vesting period | 1 year | |||||
Common Class B | ||||||
Stock-based compensation | ||||||
Options Granted | 26,000 | |||||
Common Class B | Chairman | Time-based RSUs | ||||||
Stock-based compensation | ||||||
RSUs granted | 19,000 | |||||
RSUs GDFV | $ 17.90 | |||||
Common Class B | Chairman | Performance Shares | ||||||
Stock-based compensation | ||||||
RSUs granted | 194,000 | 124,000 | 115,000 | |||
RSUs GDFV | $ 27.56 | $ 17.90 | $ 27.56 | $ 19.90 | ||
Common Class B | Qurate Retail Chairman Of Board | ||||||
Stock-based compensation | ||||||
Options Granted | 26,000 | 175,000 | 154,000 | |||
Weighted Average GDFV | $ 5.84 | $ 8.84 | $ 7.92 | |||
Liberty Ventures common stock | Common Class A | Option exchange | ||||||
Stock-based compensation | ||||||
Options Granted | 946,000 | |||||
Weighted Average GDFV | $ 8.53 | |||||
Liberty Ventures common stock | Common Class A | Qurate Retail employees and directors | ||||||
Stock-based compensation | ||||||
Options Granted | 188,000 | |||||
Weighted Average GDFV | $ 16.52 | |||||
Liberty Ventures common stock | Common Class A | Liberty Employees | Minimum | ||||||
Stock-based compensation | ||||||
Award vesting period | 3 years | |||||
Liberty Ventures common stock | Common Class A | Liberty Employees | Maximum | ||||||
Stock-based compensation | ||||||
Award vesting period | 5 years | |||||
Liberty Ventures common stock | Common Class A | Liberty directors | ||||||
Stock-based compensation | ||||||
Award vesting period | 1 year | |||||
Liberty Ventures common stock | Common Class B | Option exchange | ||||||
Stock-based compensation | ||||||
Options Granted | 1,100,000 | |||||
Weighted Average GDFV | $ 6.94 | |||||
Liberty Ventures common stock | Common Class B | Qurate Retail Chairman Of Board | ||||||
Stock-based compensation | ||||||
Options Granted | 143,000 | 269,000 | ||||
Weighted Average GDFV | $ 16.55 | $ 15.41 |
Stock-Based Compensations - Gra
Stock-Based Compensations - Grants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | |||
Dividend rate | 0.00% | ||
Volatility Rate, Minimum | 30.10% | 29.70% | 26.90% |
Volatility Rate, Maximum | 44.80% | 30.50% | 32.70% |
Liberty Ventures common stock | |||
Stock-based compensation | |||
Volatility Rate, Minimum | 27.90% | 25.90% | |
Volatility Rate, Maximum | 27.90% | 28.90% | |
Common Class A | |||
Number of options | |||
Outstanding at beginning of period | 28,438 | ||
Granted | 5,604 | ||
Exercised | (449) | ||
Forfeited/Cancelled | (10,345) | ||
Outstanding at end of period | 23,248 | 28,438 | |
Exercisable at end of period | 13,200 | ||
WAEP | |||
Outstanding at beginning of period | $ 24.47 | ||
Granted | 10.49 | ||
Exercised | 15.43 | ||
Forfeited/Cancelled | 24.46 | ||
Outstanding at end of period | 21.28 | $ 24.47 | |
Exercisable at end of period | $ 23.74 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 4 years 1 month 6 days | ||
Weighted average remaining life - options exercisable | 3 years 1 month 6 days | ||
Aggregate intrinsic value of options outstanding | $ 4 | ||
Aggregate intrinsic value of options exercisable | $ 4 | ||
Common Class B | |||
Number of options | |||
Outstanding at beginning of period | 1,818 | ||
Granted | 26 | ||
Outstanding at end of period | 1,844 | 1,818 | |
Exercisable at end of period | 1,844 | ||
WAEP | |||
Outstanding at beginning of period | $ 27.22 | ||
Granted | 18.03 | ||
Outstanding at end of period | 27.09 | $ 27.22 | |
Exercisable at end of period | $ 27.09 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 3 years 1 month 6 days | ||
Weighted average remaining life - options exercisable | 3 years 1 month 6 days | ||
Minimum | |||
Stock-based compensation | |||
Expected term | 2 years | 2 years | 2 years |
Maximum | |||
Stock-based compensation | |||
Expected term | 6 years 4 months 24 days | 6 years 4 months 24 days | 6 years 4 months 24 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 23, 2018 | Jun. 02, 2015 | |
Stock-based compensation | |||||
Total unrecognized compensation cost related to unvested Awards | $ 46 | ||||
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 8 months 12 days | ||||
Shares reserved for future issuance upon exercise of stock options | 25.1 | 8,150 | 8,965 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 2 | $ 28 | $ 145 | ||
Restricted Stock | |||||
Stock-based compensation | |||||
Nonvested awards, number | 5.4 | ||||
RSUs GDFV | $ 18.58 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value | $ 25 | $ 64 | 23 | ||
Option exchange | |||||
Stock-based compensation | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 104 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefit Plans. | |||
Employer cash contributions | $ 25 | $ 26 | $ 20 |
Other Comprehensive Earnings _3
Other Comprehensive Earnings (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | $ (55) | ||
Cumulative effect of accounting change | $ 6 | ||
Balance at end of period | (55) | (55) | |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Foreign currency translation adjustments, Before-tax amount | (49) | $ 155 | |
Foreign currency translation adjustments, Tax (expense) benefit | 1 | 1 | (21) |
Foreign currency translation adjustments, Net-of-tax amount | 1 | (48) | 134 |
Recognition of previously unrealized losses (gains) on debt, net, Before-tax amount | (1) | 21 | |
Recognition of previously unrealized losses (gains) on debt, net, Tax (expense) benefit | (5) | ||
Recognition of previously unrealized losses (gains) on debt, net, Net-of-tax amount | (1) | 16 | |
Share of other comprehensive earnings (loss) of equity affiliates, Before-tax amount | (3) | 5 | |
Share of other comprehensive earnings (loss) of equity affiliates, Tax (expense) benefit | 1 | (2) | |
Share of other comprehensive earnings (loss) of equity affiliates, Net-of-tax amount | (2) | 3 | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Before-tax amount | 1 | 50 | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Tax (expense) benefit | (12) | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Net of tax amount | 1 | 38 | |
Other comprehensive earnings (loss), Before-tax amount | 19 | 160 | |
Other Comprehensive earnings (loss), Tax (expense) benefit | 1 | (15) | (23) |
Other comprehensive earnings (loss) | 1 | 4 | 137 |
Accumulated Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (180) | (130) | (260) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (1) | (50) | 130 |
Balance at end of period | (181) | (180) | (130) |
Accumulated other comprehensive income (loss) of equity method affiliates | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (5) | (3) | (6) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (2) | 3 | |
Balance at end of period | (5) | (5) | (3) |
Comprehensive Earnings Loss Attributable To Debt Credit Risk Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | 38 | ||
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 2 | 38 | |
Balance at end of period | 40 | 38 | |
Other | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | 92 | ||
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (1) | 16 | |
Cumulative effect of accounting change | 76 | ||
Balance at end of period | 91 | 92 | |
Accumulated Other Comprehensive Earnings (Loss), net of taxes | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance at beginning of period | (55) | (133) | (266) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 2 | 133 | |
Cumulative effect of accounting change | 76 | ||
Balance at end of period | $ (55) | (55) | (133) |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Other comprehensive earnings (loss) | $ 2 | $ 133 |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments - Performance Measures By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | $ 4,173 | $ 3,089 | $ 3,111 | $ 3,085 | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 13,458 | $ 14,070 | $ 10,404 |
Adjusted OIBDA | 2,029 | 2,154 | 1,950 | ||||||||
Corporate and Other | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 901 | 973 | 23 | ||||||||
Adjusted OIBDA | (1) | (13) | (47) | ||||||||
Inter-group Eliminations | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | (2) | (3) | |||||||||
QxH | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 8,277 | 8,544 | |||||||||
QxH | Operating Segments | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 8,277 | 8,544 | 6,140 | ||||||||
Adjusted OIBDA | 1,536 | 1,630 | 1,455 | ||||||||
QVC International | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 2,709 | 2,738 | |||||||||
QVC International | Operating Segments | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 2,709 | 2,738 | 2,631 | ||||||||
Adjusted OIBDA | 446 | 429 | 451 | ||||||||
Zulily | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 1,571 | 1,817 | |||||||||
Zulily | Operating Segments | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 1,571 | 1,817 | 1,613 | ||||||||
Adjusted OIBDA | 48 | 108 | 91 | ||||||||
United States | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 10,666 | 11,233 | 7,684 | ||||||||
Japan | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 1,028 | 947 | 934 | ||||||||
Germany | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | 890 | 943 | 899 | ||||||||
Other Foreign Countries | |||||||||||
Information about Qurate Retail's operating segments | |||||||||||
Total revenue, net | $ 874 | $ 947 | $ 887 |
Information About Qurate Reta_4
Information About Qurate Retail's Operating Segments - Other Information By Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Information about Qurate Retail's operating segments | |||
Total assets | $ 17,305 | $ 17,841 | |
Investments in affiliates | 126 | 135 | |
Capital expenditures | 325 | 275 | $ 204 |
Long-Lived Assets | 1,351 | 1,322 | |
United States | |||
Information about Qurate Retail's operating segments | |||
Long-Lived Assets | 935 | 869 | |
Japan | |||
Information about Qurate Retail's operating segments | |||
Long-Lived Assets | 153 | 165 | |
Germany | |||
Information about Qurate Retail's operating segments | |||
Long-Lived Assets | 154 | 161 | |
Other Foreign Countries | |||
Information about Qurate Retail's operating segments | |||
Long-Lived Assets | 109 | 127 | |
Operating Segments | QxH | |||
Information about Qurate Retail's operating segments | |||
Total assets | 12,774 | 12,817 | |
Investments in affiliates | 40 | 38 | |
Capital expenditures | 257 | 161 | |
Operating Segments | QVC International | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,268 | 2,154 | |
Capital expenditures | 34 | 67 | |
Operating Segments | Zulily | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,136 | 2,199 | |
Capital expenditures | 23 | 24 | |
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,127 | 671 | |
Investments in affiliates | 86 | 97 | |
Capital expenditures | $ 11 | $ 23 |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Information About Qurate Retail's Operating Segments | |||||||||||
Adjusted OIBDA | $ 2,029 | $ 2,154 | $ 1,950 | ||||||||
Stock-based compensation | (71) | (88) | (123) | ||||||||
Depreciation and amortization | (606) | (637) | (725) | ||||||||
Transaction related costs | (1) | (72) | (59) | ||||||||
Impairment of intangible assets and long lived assets | (1,167) | (33) | |||||||||
Operating income | $ 287 | $ (727) | $ 336 | $ 288 | $ 435 | $ 237 | $ 358 | $ 294 | 184 | 1,324 | 1,043 |
Interest expense | (374) | (381) | (355) | ||||||||
Share of earnings (losses) of affiliates, net | (160) | (162) | (200) | ||||||||
Realized and unrealized gains (losses) on financial instruments, net | (251) | 76 | 145 | ||||||||
Gains (losses) on transactions, net | (1) | 1 | 410 | ||||||||
Tax sharing income (expense) with GCI Liberty | (26) | 32 | |||||||||
Other, net | 6 | (7) | 7 | ||||||||
Earnings (loss) from continuing operations before income taxes | $ (622) | $ 883 | $ 1,050 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 4,173 | $ 3,089 | $ 3,111 | $ 3,085 | $ 4,376 | $ 3,231 | $ 3,233 | $ 3,230 | $ 13,458 | $ 14,070 | $ 10,404 |
Operating income | 287 | (727) | 336 | 288 | 435 | 237 | 358 | 294 | 184 | 1,324 | 1,043 |
Net earnings (loss) | 154 | (755) | 130 | 66 | 287 | 82 | 198 | 397 | (405) | 964 | 2,487 |
Net earnings (loss) attributable to shareholders | (456) | 916 | 2,441 | ||||||||
Qurate Retail | |||||||||||
Net earnings (loss) attributable to shareholders | $ 141 | $ (770) | $ 118 | $ 55 | $ 273 | $ 72 | $ 187 | $ 142 | $ (456) | $ 674 | $ 1,208 |
Basic net earnings (losses) from continuing operations | $ 0.34 | $ (1.85) | $ 0.28 | $ 0.13 | $ 0.61 | $ 0.16 | $ 0.40 | $ 0.30 | $ (1.08) | $ 1.46 | $ 2.71 |
Diluted net earnings (losses) from continuing operations | 0.34 | (1.85) | 0.28 | 0.13 | 0.61 | 0.16 | 0.40 | 0.30 | (1.08) | 1.45 | 2.70 |
Basic net earnings (losses) | 0.34 | (1.85) | 0.28 | 0.13 | 0.61 | 0.16 | 0.40 | 0.30 | (1.08) | 1.46 | 2.71 |
Diluted net earnings (losses) | $ 0.34 | $ (1.85) | $ 0.28 | $ 0.13 | $ 0.61 | $ 0.16 | $ 0.40 | $ 0.30 | $ (1.08) | $ 1.45 | $ 2.70 |
Liberty Ventures common stock | |||||||||||
Net earnings (loss) attributable to shareholders | $ 242 | $ 242 | $ 1,233 | ||||||||
Basic net earnings (losses) from continuing operations | $ 1.17 | $ 1.17 | $ 14.34 | ||||||||
Diluted net earnings (losses) from continuing operations | 1.16 | 1.16 | 14.17 | ||||||||
Basic net earnings (losses) | 2.81 | 2.81 | 14.34 | ||||||||
Diluted net earnings (losses) | $ 2.78 | $ 2.78 | $ 14.17 |