Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
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 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 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001355096 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | QRTEA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 387,477,851 | |
Common Class B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | QRTEB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 29,376,619 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 948 | $ 673 |
Trade and other receivables, net of allowance for doubtful accounts of $150 million and $129 million, respectively | 1,324 | 1,854 |
Inventory, net | 1,304 | 1,413 |
Other current assets | 618 | 636 |
Total current assets | 4,194 | 4,576 |
Investments in equity securities | 71 | 76 |
Property and equipment, net | 1,292 | 1,351 |
Intangible assets not subject to amortization (note 5): | ||
Goodwill | 6,574 | 6,576 |
Trademarks | 3,168 | 3,168 |
Intangible assets not subject to amortization | 9,742 | 9,744 |
Intangible assets subject to amortization, net (note 5) | 830 | 955 |
Other assets, at cost, net of accumulated amortization | 568 | 603 |
Total assets | 16,697 | 17,305 |
Current liabilities: | ||
Accounts payable | 936 | 1,091 |
Accrued liabilities | 1,146 | 1,173 |
Current portion of debt, including $1,452 million and $1,557 million measured at fair value (note 6) | 1,452 | 1,557 |
Other current liabilities | 216 | 180 |
Total current liabilities | 3,750 | 4,001 |
Long-term debt (note 6) | 5,189 | 5,855 |
Deferred income tax liabilities | 1,746 | 1,716 |
Other liabilities | 726 | 761 |
Total liabilities | 11,411 | 12,333 |
Stockholders' equity: | ||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued | ||
Additional paid-in capital | 25 | |
Accumulated other comprehensive earnings (loss), net of taxes | 37 | (55) |
Retained earnings | 5,091 | 4,891 |
Total stockholders' equity | 5,157 | 4,840 |
Noncontrolling interests in equity of subsidiaries | 129 | 132 |
Total equity | 5,286 | 4,972 |
Commitments and contingencies (note 7) | ||
Total liabilities and equity | 16,697 | 17,305 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 4 | 4 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | ||
Common Class C | ||
Stockholders' equity: | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 150 | $ 129 |
Current portion of debt, fair value | $ 1,452 | $ 1,557 |
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 | 387,467,859 | 386,691,461 |
Common stock, shares outstanding | 387,467,859 | 386,691,461 |
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 | 29,381,251 | 29,278,424 |
Common stock, shares outstanding | 29,381,251 | 29,278,424 |
Common Class C | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 0 | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue, net | $ 3,422 | $ 3,111 | $ 6,342 | $ 6,196 |
Type of revenue | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating costs and expenses: | ||||
Cost of retail sales (exclusive of depreciation shown separately below) | $ 2,217 | $ 1,996 | $ 4,150 | $ 4,019 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 209 | $ 197 | $ 402 | $ 393 |
Selling, general and administrative, including stock-based compensation (note 2) | 447 | 424 | 868 | 849 |
Depreciation and amortization | 144 | 158 | 286 | 311 |
Total operating costs and expenses | 3,017 | 2,775 | 5,706 | 5,572 |
Operating income | 405 | 336 | 636 | 624 |
Other income (expense): | ||||
Interest expense | (95) | (93) | (192) | (189) |
Share of earnings (losses) of affiliates, net | (28) | (23) | (64) | (68) |
Realized and unrealized gains (losses) on financial instruments, net (note 4) | 23 | (113) | (115) | (194) |
Other, net | (12) | (7) | 1 | (15) |
Total other income (expense) | (112) | (236) | (370) | (466) |
Earnings (loss) before income taxes | 293 | 100 | 266 | 158 |
Income tax (expense) benefit | (59) | 30 | (41) | 38 |
Net earnings (loss) | 234 | 130 | 225 | 196 |
Less net earnings (loss) attributable to the noncontrolling interests | 14 | 12 | 25 | 23 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 220 | $ 118 | $ 200 | $ 173 |
Earnings (Loss) Per Common Share | ||||
Basic net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. Shareholders per common share (note 3) | $ 0.53 | $ 0.28 | $ 0.48 | $ 0.40 |
Diluted net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 3) | $ 0.53 | $ 0.28 | $ 0.48 | $ 0.40 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Consolidated Statements Of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 234 | $ 130 | $ 225 | $ 196 |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | 18 | 15 | (4) | 8 |
Recognition of previously unrealized losses (gains) on debt, net | (1) | |||
Comprehensive earnings (loss) attributable to debt credit risk adjustments (note 8) | (68) | 8 | 99 | (14) |
Other comprehensive earnings (loss) | (50) | 23 | 94 | (6) |
Comprehensive earnings (loss) | 184 | 153 | 319 | 190 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 15 | 15 | 27 | 26 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 169 | $ 138 | $ 292 | $ 164 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 225 | $ 196 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 286 | 311 |
Stock-based compensation | 27 | 37 |
Share of (earnings) losses of affiliates, net | 64 | 68 |
Realized and unrealized (gains) losses on financial instruments, net | 115 | 194 |
Deferred income tax expense (benefit) | 1 | (21) |
Other, net | 4 | 9 |
Changes in operating assets and liabilities | ||
Decrease (increase) in accounts receivable | 531 | 544 |
Decrease (increase) in inventory | 108 | (38) |
Decrease (increase) in prepaid expenses and other assets | 37 | 62 |
(Decrease) increase in trade accounts payable | (152) | (352) |
(Decrease) increase in accrued and other liabilities | (48) | (417) |
Net cash provided (used) by operating activities | 1,198 | 593 |
Cash flows from investing activities: | ||
Investment in and loans to cost and equity investees | (55) | (76) |
Capital expenditures | (108) | (167) |
Expenditures for television distribution rights | (10) | (124) |
Other investing activities, net | 7 | |
Net cash provided (used) by investing activities | (166) | (367) |
Cash flows from financing activities: | ||
Borrowings of debt | 753 | 1,909 |
Repayments of debt | (1,477) | (1,912) |
Repurchases of Qurate Retail common stock | (296) | |
Withholding taxes on net settlements of stock-based compensation | (2) | (8) |
Dividends paid to noncontrolling interest | (30) | (28) |
Other financing activities, net | 2 | (25) |
Net cash provided (used) by financing activities | (754) | (360) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (3) | 1 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 275 | (133) |
Cash, cash equivalents and restricted cash at beginning of period | 681 | 660 |
Cash, cash equivalents and restricted cash at end of period | $ 956 | $ 527 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Consolidated Statements Of Cash Flows | ||
Cash and cash equivalents | $ 948 | $ 673 |
Restricted cash included in other current assets | $ 8 | $ 8 |
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentAssetsMember | us-gaap:OtherCurrentAssetsMember |
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 956 | $ 681 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - USD ($) $ in Millions | Common Class ACommon Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Earnings (Loss) | Retained Earnings | Noncontrolling Interest In Equity Of Subsidiaries | Total |
Balance at Dec. 31, 2018 | $ 4 | $ (55) | $ 5,675 | $ 120 | $ 5,744 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 173 | 23 | 196 | |||
Other comprehensive income (loss) | (9) | 3 | (6) | |||
Stock-based compensation | $ 37 | 37 | ||||
Series A Qurate Retail stock repurchases | (296) | (296) | ||||
Distribution to noncontrolling interest | (28) | (28) | ||||
Withholding taxes on net share settlements of stock-based compensation | (6) | (6) | ||||
Reclassification | 265 | (265) | ||||
Balance at Jun. 30, 2019 | 4 | (64) | 5,583 | 118 | 5,641 | |
Balance at Mar. 31, 2019 | 4 | (84) | 5,533 | 109 | 5,562 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 118 | 12 | 130 | |||
Other comprehensive income (loss) | 20 | 3 | 23 | |||
Stock-based compensation | 18 | 18 | ||||
Series A Qurate Retail stock repurchases | (86) | (86) | ||||
Distribution to noncontrolling interest | (6) | (6) | ||||
Reclassification | 68 | (68) | ||||
Balance at Jun. 30, 2019 | 4 | (64) | 5,583 | 118 | 5,641 | |
Balance at Dec. 31, 2019 | 4 | (55) | 4,891 | 132 | 4,972 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 200 | 25 | 225 | |||
Other comprehensive income (loss) | 92 | 2 | 94 | |||
Stock-based compensation | 27 | 27 | ||||
Distribution to noncontrolling interest | (30) | (30) | ||||
Other | (2) | (2) | ||||
Balance at Jun. 30, 2020 | 4 | 25 | 37 | 5,091 | 129 | 5,286 |
Balance at Mar. 31, 2020 | 4 | 9 | 88 | 4,871 | 129 | 5,101 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 220 | 14 | 234 | |||
Other comprehensive income (loss) | (51) | 1 | (50) | |||
Stock-based compensation | 16 | 16 | ||||
Distribution to noncontrolling interest | (15) | (15) | ||||
Balance at Jun. 30, 2020 | $ 4 | $ 25 | $ 37 | $ 5,091 | $ 129 | $ 5,286 |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation, prior to the GCI Liberty Split-Off defined and described below) and its controlled subsidiaries (collectively, "Qurate Retail," the "Company," “Consolidated Qurate Retail,” “us,” “we,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”), Cornerstone Brands, Inc. (“Cornerstone”), Zulily, LLC (“Zulily”), and other cost and equity method investments. Qurate Retail is primarily engaged in the video and online commerce industries in North America, Europe and Asia. The businesses of the Company’s wholly-owned subsidiaries, QVC, Cornerstone and Zulily, are seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping. The accompanying (a) condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Qurate Retail's Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) fair value measurements, (ii) accounting for income taxes, and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. In December 2019, a new coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China and has subsequently spread across the globe causing a global pandemic, impacting all countries where Qurate Retail operates. As a result of the spread of the virus, most local governmental agencies have imposed travel restrictions, local quarantines or stay at home restrictions to contain the spread, which has caused a significant disruption to most sectors of the economy. As a result of COVID-19, management has increased the amounts of certain estimated reserves, including but not limited to, uncollectible receivables, inventory obsolescence and sales returns for the three and six months ended June 30, 2020. Other than these changes, management is not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require the Company to update our estimates or judgments or revise the carrying value of our assets or liabilities. Management’s estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. Qurate Retail has entered into certain agreements with Liberty Media Corporation ("LMC") (for accounting purposes, a related party of the Company), a separate publicly traded company. These agreements include a reorganization agreement, services agreement and facilities sharing agreement. As a result of certain corporate transactions, LMC and Qurate Retail may have obligations to each other for certain tax related matters. Neither Qurate Retail nor LMC has any stock ownership, beneficial or otherwise, in the other. In connection with a split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”), Qurate Retail and GCI Liberty, Inc. (“GCI Liberty”) (for accounting purposes, a related party of the Company) entered into a tax sharing agreement. Pursuant to the 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). 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, 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 reorganization agreement with LMC provides for, among other things, provisions governing the relationship between Qurate Retail and LMC, including certain cross-indemnities. Pursuant to the services agreement, LMC provides Qurate Retail with certain general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. Under the facilities sharing agreement, LMC shares office space and related amenities at its corporate headquarters with Qurate Retail. Under these various agreements, approximately $2 million and $1 million was reimbursable to LMC for the three months ended June 30, 2020 and 2019, respectively, and $5 million and $3 million was reimbursable to LMC for the six months ended June 30, 2020 and 2019, respectively. Qurate Retail had a tax sharing payable with LMC and GCI Liberty in the amount of approximately $99 million and $95 million as of June 30, 2020 and December 31, 2019, respectively, included in Other liabilities in the condensed consolidated balance sheets. On August 10, 2020, Qurate Retail announced its Board of Directors intends to distribute a special dividend consisting of (i) cash in the amount of $1.50 per common share for an aggregate cash dividend of approximately $633 million and (ii) newly issued 8.0% fixed rate cumulative redeemable preferred shares (the “Preferred Shares”) equivalent to $3.00 in initial liquidation value per common share, for an aggregate issuance of approximately $1.3 billion aggregate liquidation preference. The dividend has not yet been declared and is subject to formal approval by a committee of the board, but is currently expected to be payable on September 14 th st |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (2) Stock-Based Compensation The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $16 million and $18 million of stock-based compensation during the three months ended June 30, 2020 and 2019, respectively, and $27 million and $37 million of stock-based compensation during the six months ended June 30, 2020 and 2019, respectively. The following table presents the number and weighted average GDFV of options granted by the Company during the six months ended June 30, 2020: Six months ended June 30, 2020 Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC and HSN employees (1) 4,166 $ 1.94 Series A Qurate Retail common stock, Zulily employees (1) 618 $ 1.94 Series A Qurate Retail common stock, Qurate Retail employees (2) 26 $ 3.71 (1) Grants vest semi-annually over four years . (2) Grants vest between three and four years . During the six months ended June 30, 2020, Qurate Retail granted to its employees 9.6 million RSUs of Series A Qurate Retail common stock. The Series A RSUs had a GDFV of $4.54 per share and generally vest annually over four years. In connection with our Chairman’s employment agreement, during the six months ended June 30, 2020, Qurate Retail granted 584 thousand performance-based RSUs of Series A Qurate Retail common stock to the Chairman. The Series A RSUs had a GDFV of $4.44 per share at the time they were granted and will cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. During the six months ended June 30, 2020, Qurate Retail also granted approximately 725 thousand performance-based RSUs of Series A Qurate Retail common stock to its CEO. The Series A RSUs had a GDFV of $4.44 per share at the time they were granted and will cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. Also during the six months ended June 30, 2020, Qurate Retail granted 38 thousand time-based RSUs of Series A Qurate Retail common stock to our Chairman. The RSUs had a GDFV of $7.44 per share and cliff vest on December 10, 2020. This RSU grant was issued in lieu of our Chairman receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he has waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. The Company has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Qurate Retail's stock and the implied volatility of publicly traded Qurate Retail options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Qurate Retail—Outstanding Awards The following tables present the number and weighted average exercise price ("WAEP") of the Awards to purchase Qurate Retail common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards. Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Outstanding at January 1, 2020 23,248 $ 21.28 Granted 4,810 $ 4.46 Exercised — $ — Forfeited/Cancelled (3,256) $ 19.37 Outstanding at June 30, 2020 24,802 $ 18.27 4.5 years $ 31 Exercisable at June 30, 2020 11,861 $ 24.37 3.2 years $ 4 Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Outstanding at January 1, 2020 1,844 $ 27.09 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at June 30, 2020 1,844 $ 27.09 2.6 years $ — Exercisable at June 30, 2020 1,844 $ 27.09 2.6 years $ — There were no options to purchase shares of Series B common stock granted during the six months ended June 30, 2020. As of June 30, 2020, the total unrecognized compensation cost related to unvested Awards was approximately $39 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.2 years. As of June 30, 2020, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 24.8 million shares of Series A Qurate Retail common stock and 1.8 million shares of Series B Qurate Retail common stock. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | (3) Earnings (Loss) Per Common Share Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding ("WASO") for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. Excluded from diluted EPS for the three months ended June 30, 2020 and 2019 are 22 million and 27 million potential common shares, respectively, because their inclusion would have been antidilutive. Excluded from EPS for the six months ended June 30, 2020 and 2019 are 22 million and 27 million potential common shares, respectively, because their inclusion would have been antidilutive. Qurate Retail Common Stock Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 number of shares in millions Basic WASO 417 428 416 431 Potentially dilutive shares 1 — 2 — Diluted WASO 418 428 418 431 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 6 Months Ended |
Jun. 30, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company's assets and liabilities measured at fair value are as follows: Fair Value Measurements at Fair Value Measurements at June 30, 2020 December 31, 2019 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 550 550 — 339 339 — Indemnification asset $ 215 — 215 202 — 202 Debt $ 1,452 — 1,452 1,557 — 1,557 The majority of the Company's Level 2 financial assets and liabilities are primarily debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs. The indemnification asset relates to GCI Liberty’s agreement to indemnify Liberty Interactive LLC (“LI LLC”) and pertains to the ability of holders of LI LLC’s 1.75% exchangeable debentures due 2046 (the “1.75% Exchangeable Debentures”) to exercise their exchange right according to the terms of the debentures on or before October 5, 2023. Such amount will equal the difference between the exchange value and par value of the 1.75% Exchangeable Debentures at the time the exchange occurs. The indemnification asset recorded in the condensed consolidated balance sheets as of June 30, 2020 represents the fair value of the estimated exchange feature included in the 1.75% Exchangeable Debentures primarily based on market observable inputs (Level 2). As of June 30, 2020, a holder of the 1.75% Exchangeable Debentures has the ability to exchange and, accordingly, such indemnification asset is included as a current asset in our condensed consolidated balance sheet as of that date. Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 amounts in millions Equity securities $ — (3) (4) 2 Exchangeable senior debentures (30) (139) (80) (255) Indemnification asset 35 23 13 55 Other financial instruments 18 6 (44) 4 $ 23 (113) (115) (194) The Company has elected to account for its exchangeable debt using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statement of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk was a loss of $90 million and a gain of $10 million for the three months ended June 30, 2020 and 2019, respectively, and a gain of $129 million and a loss of $19 million for the six months ended June 30, 2020 and 2019, respectively. The cumulative change was a gain of $301 million as of June 30, 2020. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Intangible Assets | (5) Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: Corporate and QxH QVC Int'l Zulily Other Total amounts in millions Balance at January 1, 2020 $ 5,228 859 477 12 6,576 Foreign currency translation adjustments — (2) — — (2) Balance at June 30, 2020 $ 5,228 857 477 12 6,574 Intangible Assets Subject to Amortization Amortization expense for intangible assets with finite useful lives was $94 million for each of the three months ended June 30, 2020 and 2019, and $185 million and $194 million for the six months ended June 30, 2020 and 2019, respectively. Based on its amortizable intangible assets as of June 30, 2020, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2020 $ 187 2021 $ 244 2022 $ 142 2023 $ 80 2024 $ 74 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Debt is summarized as follows: Outstanding principal at Carrying value June 30, 2020 June 30, 2020 December 31, 2019 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 285 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 431 312 327 3.75% Exchangeable Senior Debentures due 2030 433 313 318 3.5% Exchangeable Senior Debentures due 2031 221 322 422 0.75% Exchangeable Senior Debentures due 2043 — — 2 1.75% Exchangeable Senior Debentures due 2046 332 505 488 Subsidiary level notes and facilities 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 4.75% Senior Secured Notes due 2027 575 575 — 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 500 500 500 QVC Bank Credit Facilities — — 1,235 Deferred loan costs — (46) (40) Total consolidated Qurate Retail debt $ 6,658 6,641 7,412 Less current classification (1,452) (1,557) Total long-term debt $ 5,189 5,855 QVC Bank Credit Facilities On December 31, 2018, QVC entered into the Fourth Amended and Restated Credit Agreement with Zulily as co-borrower (collectively, the “Borrowers”) which is a multi-currency facility that provides for a $2.95 billion 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 $2.55 billion 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 rate plus a margin that varies between 1.25% and 1.75% depending on the Borrowers’ Combined Consolidated Leverage Ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability; provided that, if Zulily ceases to be controlled by Qurate Retail, all of its loans must be repaid and its letters of credit cash collateralized. The facility matures on December 31, 2023. Payment of loans may be accelerated following certain customary events of default. The payment and performance of the Borrowers’ obligations (including Zulily’s obligations) under the Fourth Amended and Restated Credit Agreement are guaranteed by each of QVC’s Material Domestic Subsidiaries (as defined in the Fourth Amended and Restated Credit Agreement). Further, the borrowings under the Fourth Amended and Restated Credit Agreement are secured, pari passu 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. Availability under the Fourth Amended and Restated Credit Agreement at June 30, 2020 was $2.9 billion, including the remaining portion of the $400 million tranche available to Zulily and outstanding letters of credit. 4.75% Senior Secured Notes due 2027 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. The proceeds were used to partially prepay existing indebtedness under QVC's bank credit facilities. Exchangeable Senior Debentures The Company has elected to account for its exchangeable senior debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. See note 4 for information related to unrealized gains (losses) on debt measured at fair value. As of June 30, 2020 the Company’s exchangeable debentures have been classified as current because the Company does not own shares to redeem the debentures or they are currently redeemable. The Company reviews the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event. On April 1, 2020, T-Mobile US, Inc. completed its acquisition of Sprint Corporation (“TMUS/S Acquisition”) for 0.10256 shares of T-Mobile US, Inc. for every share of Sprint Corporation. Following the TMUS/S Acquisition, the reference shares attributable to each $1,000 original principal amount of the 4.0% Senior Exchangeable Debentures due 2029 and the 3.75% Senior Exchangeable Debentures due 2030 consist of 0.3309 shares and 0.2419 shares of common stock of T-Mobile US, Inc., respectively, and 0.7860 shares and 0.5746 shares of common stock of CenturyLink Inc., respectively. Debt Covenants Qurate Retail and its subsidiaries are in compliance with all debt covenants at June 30, 2020. Fair Value of Debt Qurate Retail estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Qurate Retail for debt of the same remaining maturities (Level 2). The QVC 6.375% Senior Secured Notes due 2067 (“2067 Notes”) and the QVC 6.25% Senior Secured Notes Due 2068 (“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). The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2020 are as follows (amounts in millions): Senior debentures $ 782 QVC senior secured notes $ 4,250 Due to the variable rate nature, Qurate Retail believes that the carrying amount of its other debt, not discussed above, approximated fair value at June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (7) Commitments and Contingencies Litigation The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Qurate Retail may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 6 Months Ended |
Jun. 30, 2020 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (8) Information About Qurate Retail's Operating Segments Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and online commerce industries. Qurate Retail identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax earnings. Qurate Retail evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, number of units shipped, conversion rates and active customers, as appropriate. For the six months ended June 30, 2020, Qurate Retail has identified the following operating segments as its reportable segments: ● QxH - QVC U.S. and HSN market and sell a wide variety of consumer products in the United States, primarily by means of their televised shopping programs and via the Internet through their websites and mobile applications. ● QVC International – QVC International markets and sells a wide variety of consumer products in several foreign countries, primarily by means of its televised shopping programs and via the Internet through its international websites and mobile applications. ● Zulily – Zulily markets and sells a wide variety of consumer products in the United States and several foreign countries through flash sales events, primarily through its app, mobile and desktop experiences. Qurate Retail's operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments are the same as those described in the Company's Summary of Significant Accounting Policies in the Annual Report on Form 10-K for the year ended December 31, 2019. Performance Measures Disaggregated revenue by segment and product category consisted of the following: Three months ended June 30, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 803 286 130 242 1,461 Apparel 302 100 144 35 581 Beauty 325 186 17 — 528 Accessories 245 63 111 — 419 Electronics 217 31 4 — 252 Jewelry 82 47 9 — 138 Other revenue 36 — 7 — 43 Total Revenue $ 2,010 713 422 277 3,422 Six months ended June 30, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 1,484 543 211 383 2,621 Apparel 601 201 264 71 1,137 Beauty 613 331 33 — 977 Accessories 457 121 187 — 765 Electronics 391 53 7 — 451 Jewelry 180 96 22 — 298 Other revenue 76 3 14 — 93 Total Revenue $ 3,802 1,348 738 454 6,342 Three months ended June 30, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 657 231 92 197 1,177 Apparel 344 108 141 37 630 Beauty 320 158 12 — 490 Accessories 247 65 97 — 409 Electronics 173 22 3 — 198 Jewelry 92 50 12 — 154 Other revenue 41 6 6 — 53 Total Revenue $ 1,874 640 363 234 3,111 Six months ended June 30, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 1,339 478 203 343 2,363 Apparel 671 220 281 78 1,250 Beauty 612 301 25 — 938 Accessories 468 127 205 — 800 Electronics 355 47 7 — 409 Jewelry 205 102 25 — 332 Other revenue 81 9 14 — 104 Total Revenue $ 3,731 1,284 760 421 6,196 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 acquisition accounting adjustments, separately reported litigation settlements, transaction related costs (including restructuring, integration, and advisory fees), and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flows provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Qurate Retail generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. Adjusted OIBDA is summarized as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 amounts in millions QxH $ 388 395 681 747 QVC International 119 106 216 207 Zulily 45 7 47 24 Corporate and other 13 5 5 (5) Consolidated Qurate Retail $ 565 513 949 973 Other Information June 30, 2020 Total assets Investments in affiliates Capital expenditures amounts in millions QxH $ 12,265 38 82 QVC International 2,235 — 10 Zulily 1,081 — 11 Corporate and other 1,116 77 5 Consolidated Qurate Retail $ 16,697 115 108 The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 amounts in millions Adjusted OIBDA $ 565 513 949 973 Stock-based compensation (16) (18) (27) (37) Depreciation and amortization (144) (158) (286) (311) Transaction related costs — (1) — (1) Operating income (loss) $ 405 336 636 624 Interest expense (95) (93) (192) (189) Share of earnings (loss) of affiliates, net (28) (23) (64) (68) Realized and unrealized gains (losses) on financial instruments, net 23 (113) (115) (194) Other, net (12) (7) 1 (15) Earnings (loss) before income taxes $ 293 100 266 158 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Schedule of number and weighted average GDFV of option granted | Six months ended June 30, 2020 Options Granted (000's) Weighted Average GDFV Series A Qurate Retail common stock, QVC and HSN employees (1) 4,166 $ 1.94 Series A Qurate Retail common stock, Zulily employees (1) 618 $ 1.94 Series A Qurate Retail common stock, Qurate Retail employees (2) 26 $ 3.71 (1) Grants vest semi-annually over four years . (2) Grants vest between three and four years . |
Common Class A | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Outstanding at January 1, 2020 23,248 $ 21.28 Granted 4,810 $ 4.46 Exercised — $ — Forfeited/Cancelled (3,256) $ 19.37 Outstanding at June 30, 2020 24,802 $ 18.27 4.5 years $ 31 Exercisable at June 30, 2020 11,861 $ 24.37 3.2 years $ 4 |
Common Class B | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Outstanding at January 1, 2020 1,844 $ 27.09 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at June 30, 2020 1,844 $ 27.09 2.6 years $ — Exercisable at June 30, 2020 1,844 $ 27.09 2.6 years $ — |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings (Loss) Per Common Share | |
Schedule of weighted average number of shares outstanding | Qurate Retail Common Stock Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 number of shares in millions Basic WASO 417 428 416 431 Potentially dilutive shares 1 — 2 — Diluted WASO 418 428 418 431 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | Fair Value Measurements at Fair Value Measurements at June 30, 2020 December 31, 2019 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 550 550 — 339 339 — Indemnification asset $ 215 — 215 202 — 202 Debt $ 1,452 — 1,452 1,557 — 1,557 |
Schedule of Realized and unrealized gains (losses) on financial instruments | Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 amounts in millions Equity securities $ — (3) (4) 2 Exchangeable senior debentures (30) (139) (80) (255) Indemnification asset 35 23 13 55 Other financial instruments 18 6 (44) 4 $ 23 (113) (115) (194) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Corporate and QxH QVC Int'l Zulily Other Total amounts in millions Balance at January 1, 2020 $ 5,228 859 477 12 6,576 Foreign currency translation adjustments — (2) — — (2) Balance at June 30, 2020 $ 5,228 857 477 12 6,574 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of June 30, 2020, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2020 $ 187 2021 $ 244 2022 $ 142 2023 $ 80 2024 $ 74 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Schedule of debt summarized | Outstanding principal at Carrying value June 30, 2020 June 30, 2020 December 31, 2019 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 285 8.25% Senior Debentures due 2030 504 502 502 4% Exchangeable Senior Debentures due 2029 431 312 327 3.75% Exchangeable Senior Debentures due 2030 433 313 318 3.5% Exchangeable Senior Debentures due 2031 221 322 422 0.75% Exchangeable Senior Debentures due 2043 — — 2 1.75% Exchangeable Senior Debentures due 2046 332 505 488 Subsidiary level notes and facilities 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 4.75% Senior Secured Notes due 2027 575 575 — 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 500 500 500 QVC Bank Credit Facilities — — 1,235 Deferred loan costs — (46) (40) Total consolidated Qurate Retail debt $ 6,658 6,641 7,412 Less current classification (1,452) (1,557) Total long-term debt $ 5,189 5,855 |
Schedule of fair value of debt securities that are not reported at fair value condensed consolidated balance sheet | The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2020 are as follows (amounts in millions): Senior debentures $ 782 QVC senior secured notes $ 4,250 |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Information About Qurate Retail's Operating Segments | |
Disaggregation of Revenue [Table Text Block] | Three months ended June 30, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 803 286 130 242 1,461 Apparel 302 100 144 35 581 Beauty 325 186 17 — 528 Accessories 245 63 111 — 419 Electronics 217 31 4 — 252 Jewelry 82 47 9 — 138 Other revenue 36 — 7 — 43 Total Revenue $ 2,010 713 422 277 3,422 Six months ended June 30, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 1,484 543 211 383 2,621 Apparel 601 201 264 71 1,137 Beauty 613 331 33 — 977 Accessories 457 121 187 — 765 Electronics 391 53 7 — 451 Jewelry 180 96 22 — 298 Other revenue 76 3 14 — 93 Total Revenue $ 3,802 1,348 738 454 6,342 Three months ended June 30, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 657 231 92 197 1,177 Apparel 344 108 141 37 630 Beauty 320 158 12 — 490 Accessories 247 65 97 — 409 Electronics 173 22 3 — 198 Jewelry 92 50 12 — 154 Other revenue 41 6 6 — 53 Total Revenue $ 1,874 640 363 234 3,111 Six months ended June 30, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 1,339 478 203 343 2,363 Apparel 671 220 281 78 1,250 Beauty 612 301 25 — 938 Accessories 468 127 205 — 800 Electronics 355 47 7 — 409 Jewelry 205 102 25 — 332 Other revenue 81 9 14 — 104 Total Revenue $ 3,731 1,284 760 421 6,196 |
Summarized Adjusted OIBDA | Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 amounts in millions QxH $ 388 395 681 747 QVC International 119 106 216 207 Zulily 45 7 47 24 Corporate and other 13 5 5 (5) Consolidated Qurate Retail $ 565 513 949 973 |
Other Information By Segment | June 30, 2020 Total assets Investments in affiliates Capital expenditures amounts in millions QxH $ 12,265 38 82 QVC International 2,235 — 10 Zulily 1,081 — 11 Corporate and other 1,116 77 5 Consolidated Qurate Retail $ 16,697 115 108 |
Reconciliation Of Segment Adjusted OIBDA To Operating income (loss) and Earnings (Loss) From Continuing Operations Before Income Taxes | Three months ended Six months ended June 30, June 30, 2020 2019 2020 2019 amounts in millions Adjusted OIBDA $ 565 513 949 973 Stock-based compensation (16) (18) (27) (37) Depreciation and amortization (144) (158) (286) (311) Transaction related costs — (1) — (1) Operating income (loss) $ 405 336 636 624 Interest expense (95) (93) (192) (189) Share of earnings (loss) of affiliates, net (28) (23) (64) (68) Realized and unrealized gains (losses) on financial instruments, net 23 (113) (115) (194) Other, net (12) (7) 1 (15) Earnings (loss) before income taxes $ 293 100 266 158 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Subsequent Event | ||||||
Basic of presentation | ||||||
Dividends Payable, Amount Per Share | $ 1.50 | |||||
Dividends Payable | $ 633 | |||||
Fixed Rate Cumulative Redeemable Preferred Shares Dividend Due 2031 | Subsequent Event | Forecast | ||||||
Basic of presentation | ||||||
Debt Instrument, Face Amount | $ 1,300 | |||||
Debt Instrument Issued Per Share | $ 3 | |||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
LMC | ||||||
Basic of presentation | ||||||
Related Party Transaction, Amounts of Transaction | $ 2 | $ 1 | $ 5 | $ 3 | ||
Liberty Media Corporation and GCI Liberty, Inc. | ||||||
Basic of presentation | ||||||
Tax sharing payable | $ 99 | $ 99 | $ 95 | |||
CEO | LMC | ||||||
Basic of presentation | ||||||
Chief Executive Officer Compensation Allocation Percentage | 19.00% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Stock-based compensation | ||||
Share-based Compensation Expense | $ 16 | $ 18 | $ 27 | $ 37 |
Common Class A | ||||
Stock-based compensation | ||||
Options Granted | 4,810 | |||
Common Class A | Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Award vesting period | 4 years | |||
RSUs granted | 9,600 | |||
RSUs GDFV | $ 4.54 | $ 4.54 | ||
Common Class A | QVC, HSN and Zulily Employees | ||||
Stock-based compensation | ||||
Award vesting period | 4 years | |||
Common Class A | QVC and HSN employees | ||||
Stock-based compensation | ||||
Options Granted | 4,166 | |||
Weighted Average GDFV | $ 1.94 | |||
Common Class A | Zulily Employees | ||||
Stock-based compensation | ||||
Options Granted | 618 | |||
Weighted Average GDFV | $ 1.94 | |||
Common Class A | Qurate Retail employees | ||||
Stock-based compensation | ||||
Options Granted | 26 | |||
Weighted Average GDFV | $ 3.71 | |||
Common Class A | Qurate Retail employees | Minimum | ||||
Stock-based compensation | ||||
Award vesting period | 3 years | |||
Common Class A | Qurate Retail employees | Maximum | ||||
Stock-based compensation | ||||
Award vesting period | 4 years | |||
Common Class A | Chairman | Performance Shares | ||||
Stock-based compensation | ||||
Award vesting period | 1 year | |||
RSUs granted | 584 | |||
RSUs GDFV | 4.44 | $ 4.44 | ||
Common Class A | Chairman | Time-based RSUs | ||||
Stock-based compensation | ||||
RSUs granted | 38 | |||
RSUs GDFV | 7.44 | $ 7.44 | ||
Percentage of basic salary for which awards granted | 50.00% | |||
Remaining percentage of basic salary waived | 50.00% | |||
Common Class A | CEO | Performance Shares | ||||
Stock-based compensation | ||||
Award vesting period | 1 year | |||
RSUs granted | 725 | |||
RSUs GDFV | $ 4.44 | $ 4.44 | ||
Common Class B | ||||
Stock-based compensation | ||||
Options Granted | 0 |
Stock-Based Compensations - Gra
Stock-Based Compensations - Grants (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Stock-based compensation | |
Dividend rate | 0.00% |
Common Class A | |
Number of options | |
Outstanding at beginning of period | 23,248 |
Granted | 4,810 |
Forfeited/Cancelled | (3,256) |
Outstanding at end of period | 24,802 |
Exercisable at end of period | 11,861 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 21.28 |
Granted | $ / shares | 4.46 |
Forfeited/Cancelled | $ / shares | 19.37 |
Outstanding at end of period | $ / shares | 18.27 |
Exercisable at end of period | $ / shares | $ 24.37 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 4 years 6 months |
Weighted average remaining life - options exercisable | 3 years 2 months 12 days |
Aggregate intrinsic value of options outstanding | $ | $ 31 |
Aggregate intrinsic value of options exercisable | $ | $ 4 |
Common Class B | |
Number of options | |
Outstanding at beginning of period | 1,844 |
Granted | 0 |
Outstanding at end of period | 1,844 |
Exercisable at end of period | 1,844 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 27.09 |
Outstanding at end of period | $ / shares | 27.09 |
Exercisable at end of period | $ / shares | $ 27.09 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 2 years 7 months 6 days |
Weighted average remaining life - options exercisable | 2 years 7 months 6 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($)shares | |
Stock-based compensation | |
Total unrecognized compensation cost related to unvested Awards | $ | $ 39 |
Weighted average period of recognition related to unvested equity awards (in years) | 2 years 2 months 12 days |
Common Class A | |
Stock-based compensation | |
Shares reserved for future issuance upon exercise of stock options | 24.8 |
Common Class B | |
Stock-based compensation | |
Shares reserved for future issuance upon exercise of stock options | 1.8 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Earnings Per Share Basic and Diluted (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings (Loss) Per Common Share | ||||
Antidilutive securities | 22 | 27 | 22 | 27 |
Basic WASO | 417 | 428 | 416 | 431 |
Potentially dilutive shares | 1 | 2 | ||
Diluted WASO | 418 | 428 | 418 | 431 |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Recurring | ||
Assets and liabilities measured at fair value | ||
Cash equivalents | $ 550 | $ 339 |
Indemnification asset | 215 | 202 |
Debt | 1,452 | 1,557 |
Recurring | Level 1 | ||
Assets and liabilities measured at fair value | ||
Cash equivalents | 550 | 339 |
Recurring | Level 2 | ||
Assets and liabilities measured at fair value | ||
Indemnification asset | 215 | 202 |
Debt | $ 1,452 | $ 1,557 |
1.75% Exchangeable Senior Debentures due 2046 | ||
Assets and liabilities measured at fair value | ||
Interest rate (as a percent) | 1.75% |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ 23 | $ (113) | $ (115) | $ (194) |
Gain (loss) on changes in fair value | (90) | 10 | 129 | (19) |
Cumulative amount of gain (loss) in change in fair value | 301 | 301 | ||
Equity securities | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments, net | (3) | (4) | 2 | |
Exchangeable senior debentures | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments, net | (30) | (139) | (80) | (255) |
Indemnification asset | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments, net | 35 | 23 | 13 | 55 |
Other Financial Instruments | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ 18 | $ 6 | $ (44) | $ 4 |
Intangible Assets - Changes In
Intangible Assets - Changes In The Carrying Amount Of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | $ 6,576 |
Foreign currency translation adjustments | (2) |
Balance, end of the year | 6,574 |
Corporate and Other | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 12 |
Balance, end of the year | 12 |
QxH | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 5,228 |
Balance, end of the year | 5,228 |
QVC International | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 859 |
Foreign currency translation adjustments | (2) |
Balance, end of the year | 857 |
Zulily | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 477 |
Balance, end of the year | $ 477 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense For The Next Five Fiscal Years (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Intangible Assets | ||||
Amortization expense for intangible assets | $ 94 | $ 94 | $ 185 | $ 194 |
Amortization expense for the next five years | ||||
Remainder of 2020 | 187 | 187 | ||
2021 | 244 | 244 | ||
2022 | 142 | 142 | ||
2023 | 80 | 80 | ||
2024 | $ 74 | $ 74 |
Long-Term Debt - Debt Table (De
Long-Term Debt - Debt Table (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Long-term debt | ||
Outstanding principal | $ 6,658 | |
Total consolidated debt | 6,641 | $ 7,412 |
Less debt classified as current | (1,452) | (1,557) |
Long-term debt, including current portion | 5,189 | 5,855 |
Deferred loan costs | (46) | (40) |
8.5% Senior Debentures Due 2029 | ||
Long-term debt | ||
Outstanding principal | 287 | |
Total consolidated debt | $ 285 | 285 |
Debt instrument interest rate | 8.50% | |
8.25% Senior Debentures Due 2030 | ||
Long-term debt | ||
Outstanding principal | $ 504 | |
Total consolidated debt | $ 502 | 502 |
Debt instrument interest rate | 8.25% | |
4% Exchangeable Senior Debentures Due 2029 | ||
Long-term debt | ||
Outstanding principal | $ 431 | |
Total consolidated debt | $ 312 | 327 |
Debt instrument interest rate | 4.00% | |
3.75% Exchangeable Senior Debentures Due 2030 | ||
Long-term debt | ||
Outstanding principal | $ 433 | |
Total consolidated debt | $ 313 | 318 |
Debt instrument interest rate | 3.75% | |
3.5% Exchangeable Senior Debentures Due 2031 | ||
Long-term debt | ||
Outstanding principal | $ 221 | |
Total consolidated debt | $ 322 | 422 |
Debt instrument interest rate | 3.50% | |
0.75% Exchangeable Senior Debentures due 2043 | ||
Long-term debt | ||
Total consolidated debt | 2 | |
Debt instrument interest rate | 0.75% | |
1.75% Exchangeable Senior Debentures due 2046 | ||
Long-term debt | ||
Outstanding principal | $ 332 | |
Total consolidated debt | $ 505 | 488 |
Debt instrument interest rate | 1.75% | |
QVC | QVC 5.125% Senior Secured Notes Due 2022 | ||
Long-term debt | ||
Outstanding principal | $ 500 | |
Total consolidated debt | $ 500 | 500 |
Debt instrument interest rate | 5.125% | |
QVC | QVC 4.375% Senior Secured Notes due 2023 | ||
Long-term debt | ||
Outstanding principal | $ 750 | |
Total consolidated debt | $ 750 | 750 |
Debt instrument interest rate | 4.375% | |
QVC | QVC 4.85% Senior Secured Notes Due 2024 | ||
Long-term debt | ||
Outstanding principal | $ 600 | |
Total consolidated debt | $ 600 | 600 |
Debt instrument interest rate | 4.85% | |
QVC | QVC 4.45% Senior Secured Notes Due 2025 | ||
Long-term debt | ||
Outstanding principal | $ 600 | |
Total consolidated debt | $ 599 | 599 |
Debt instrument interest rate | 4.45% | |
QVC | QVC 4.75% Senior Secured Notes Due 2027 | ||
Long-term debt | ||
Outstanding principal | $ 575 | |
Total consolidated debt | $ 575 | |
Debt instrument interest rate | 4.75% | |
QVC | QVC 5.45% Senior Secured Notes Due 2034 | ||
Long-term debt | ||
Outstanding principal | $ 400 | |
Total consolidated debt | $ 399 | 399 |
Debt instrument interest rate | 5.45% | |
QVC | QVC 5.95% Senior Secured Notes due 2043 | ||
Long-term debt | ||
Outstanding principal | $ 300 | |
Total consolidated debt | $ 300 | 300 |
Debt instrument interest rate | 5.95% | |
QVC | QVC 6.375% Senior Secured Notes Due 2067 | ||
Long-term debt | ||
Outstanding principal | $ 225 | |
Total consolidated debt | $ 225 | 225 |
Debt instrument interest rate | 6.375% | |
QVC | QVC 6.25% Senior Secured Notes Due 2068 | ||
Long-term debt | ||
Outstanding principal | $ 500 | |
Total consolidated debt | $ 500 | 500 |
Debt instrument interest rate | 6.25% | |
QVC | QVC Bank Credit Facilities | ||
Long-term debt | ||
Total consolidated debt | $ 1,235 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Apr. 01, 2020USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020USD ($) | Feb. 04, 2020USD ($) |
4% Exchangeable Senior Debentures Due 2029 | ||||
Long-term debt | ||||
Interest rate (as a percent) | 4.00% | |||
3.75% Exchangeable Senior Debentures Due 2030 | ||||
Long-term debt | ||||
Interest rate (as a percent) | 3.75% | |||
T-Mobile US, Inc. | 4% Exchangeable Senior Debentures Due 2029 | ||||
Long-term debt | ||||
Debt instrument, conversion ratio | 0.3309 | |||
T-Mobile US, Inc. | 3.75% Exchangeable Senior Debentures Due 2030 | ||||
Long-term debt | ||||
Debt instrument, conversion ratio | 0.2419 | |||
Century Link, Inc. | 4% Exchangeable Senior Debentures Due 2029 | ||||
Long-term debt | ||||
Debt instrument, conversion ratio | 0.7860 | |||
Century Link, Inc. | 3.75% Exchangeable Senior Debentures Due 2030 | ||||
Long-term debt | ||||
Debt instrument, conversion ratio | 0.5746 | |||
QVC | Standby Letters of Credit | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 450,000,000 | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 2,950,000,000 | |||
Remaining borrowing capacity | $ 2,900,000,000 | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | ||||
Long-term debt | ||||
Debt Instrument, Description of Variable Rate Basis | base rate | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | Minimum | ||||
Long-term debt | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | Base Rate | Maximum | ||||
Long-term debt | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | ||||
Long-term debt | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | Minimum | ||||
Long-term debt | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
QVC | Amendment No. 4 QVC Bank Credit Facility | LIBOR | Maximum | ||||
Long-term debt | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
QVC | Uncommitted Incremental Revolving Loan Commitments or Incremental Term Loans | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 1,500,000,000 | |||
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 | Standby Letters of Credit | ||||
Long-term debt | ||||
Maximum borrowing capacity | 50,000,000 | |||
QVC | Portion of Credit Facility Available Only to QVC | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 2,550,000,000 | |||
QVC | Credit Facility Portion Available to Zulily And Letters Of Credit | ||||
Long-term debt | ||||
Remaining borrowing capacity | $ 400,000,000 | |||
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 | |||
T-Mobile US, Inc. | Sprint Corporation | ||||
Long-term debt | ||||
Debt instrument, face amount per debenture | $ 1,000 | |||
Acquisition, conversion ratio of shares | 0.10256 |
Long-Term Debt - Debt Securitie
Long-Term Debt - Debt Securities That Are Not Reported At Fair Value (Details) $ in Millions | Jun. 30, 2020USD ($) |
Senior Debentures | |
Long-term debt | |
Fair value of debt securities that are not reported at fair value | $ 782 |
QVC | QVC Senior Secured Notes | |
Long-term debt | |
Fair value of debt securities that are not reported at fair value | $ 4,250 |
QVC | QVC 6.375% Senior Secured Notes Due 2067 | |
Long-term debt | |
Interest rate (as a percent) | 6.375% |
QVC | QVC 6.25% Senior Secured Notes Due 2068 | |
Long-term debt | |
Interest rate (as a percent) | 6.25% |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments - Revenue Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenue, net | $ 3,422 | $ 3,111 | $ 6,342 | $ 6,196 |
Home | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 1,461 | 1,177 | 2,621 | 2,363 |
Apparel | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 581 | 630 | 1,137 | 1,250 |
Beauty | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 528 | 490 | 977 | 938 |
Accessories | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 419 | 409 | 765 | 800 |
Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 252 | 198 | 451 | 409 |
Jewelry | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 138 | 154 | 298 | 332 |
Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 43 | 53 | 93 | 104 |
Operating Segments | QxH | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 2,010 | 1,874 | 3,802 | 3,731 |
Operating Segments | QxH | Home | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 803 | 657 | 1,484 | 1,339 |
Operating Segments | QxH | Apparel | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 302 | 344 | 601 | 671 |
Operating Segments | QxH | Beauty | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 325 | 320 | 613 | 612 |
Operating Segments | QxH | Accessories | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 245 | 247 | 457 | 468 |
Operating Segments | QxH | Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 217 | 173 | 391 | 355 |
Operating Segments | QxH | Jewelry | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 82 | 92 | 180 | 205 |
Operating Segments | QxH | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 36 | 41 | 76 | 81 |
Operating Segments | QVC International | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 713 | 640 | 1,348 | 1,284 |
Operating Segments | QVC International | Home | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 286 | 231 | 543 | 478 |
Operating Segments | QVC International | Apparel | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 100 | 108 | 201 | 220 |
Operating Segments | QVC International | Beauty | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 186 | 158 | 331 | 301 |
Operating Segments | QVC International | Accessories | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 63 | 65 | 121 | 127 |
Operating Segments | QVC International | Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 31 | 22 | 53 | 47 |
Operating Segments | QVC International | Jewelry | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 47 | 50 | 96 | 102 |
Operating Segments | QVC International | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 6 | 3 | 9 | |
Operating Segments | Zulily | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 422 | 363 | 738 | 760 |
Operating Segments | Zulily | Home | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 130 | 92 | 211 | 203 |
Operating Segments | Zulily | Apparel | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 144 | 141 | 264 | 281 |
Operating Segments | Zulily | Beauty | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 17 | 12 | 33 | 25 |
Operating Segments | Zulily | Accessories | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 111 | 97 | 187 | 205 |
Operating Segments | Zulily | Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 4 | 3 | 7 | 7 |
Operating Segments | Zulily | Jewelry | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 9 | 12 | 22 | 25 |
Operating Segments | Zulily | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 7 | 6 | 14 | 14 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 277 | 234 | 454 | 421 |
Corporate and Other | Home | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | 242 | 197 | 383 | 343 |
Corporate and Other | Apparel | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue, net | $ 35 | $ 37 | $ 71 | $ 78 |
Information About Qurate Reta_4
Information About Qurate Retail's Operating Segments - Performance Measures By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Information about Qurate Retail's operating segments | ||||
Adjusted OIBDA | $ 565 | $ 513 | $ 949 | $ 973 |
Corporate and Other | ||||
Information about Qurate Retail's operating segments | ||||
Adjusted OIBDA | 13 | 5 | 5 | (5) |
QxH | Operating Segments | ||||
Information about Qurate Retail's operating segments | ||||
Adjusted OIBDA | 388 | 395 | 681 | 747 |
QVC International | Operating Segments | ||||
Information about Qurate Retail's operating segments | ||||
Adjusted OIBDA | 119 | 106 | 216 | 207 |
Zulily | Operating Segments | ||||
Information about Qurate Retail's operating segments | ||||
Adjusted OIBDA | $ 45 | $ 7 | $ 47 | $ 24 |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments - Other Information By Segment (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Information about Qurate Retail's operating segments | |||
Total assets | $ 16,697 | $ 17,305 | |
Investments in affiliates | 115 | ||
Capital expenditures | 108 | $ 167 | |
Operating Segments | QxH | |||
Information about Qurate Retail's operating segments | |||
Total assets | 12,265 | ||
Investments in affiliates | 38 | ||
Capital expenditures | 82 | ||
Operating Segments | QVC International | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,235 | ||
Capital expenditures | 10 | ||
Operating Segments | Zulily | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,081 | ||
Capital expenditures | 11 | ||
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,116 | ||
Investments in affiliates | 77 | ||
Capital expenditures | $ 5 |
Information About Qurate Reta_6
Information About Qurate Retail's Operating Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Information About Qurate Retail's Operating Segments | ||||
Adjusted OIBDA | $ 565 | $ 513 | $ 949 | $ 973 |
Stock-based compensation | (16) | (18) | (27) | (37) |
Depreciation and amortization | (144) | (158) | (286) | (311) |
Transaction related costs | (1) | (1) | ||
Operating income | 405 | 336 | 636 | 624 |
Interest expense | (95) | (93) | (192) | (189) |
Share of earnings (losses) of affiliates, net | (28) | (23) | (64) | (68) |
Realized and unrealized gains (losses) on financial instruments, net | 23 | (113) | (115) | (194) |
Other, net | (12) | (7) | 1 | (15) |
Earnings (loss) before income taxes | $ 293 | $ 100 | $ 266 | $ 158 |