Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 31, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 2.2 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
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 | ||
Trading Symbol | QRTEA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 381,046,243 | ||
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 | 29,366,492 | ||
8.0% Series A Cumulative Redeemable Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8.0% Series A Cumulative Redeemable Preferred Stock | ||
Trading Symbol | QRTEP | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 806 | $ 673 |
Trade and other receivables, net | 1,640 | 1,854 |
Inventory, net | 1,301 | 1,413 |
Indemnification agreement receivable | 345 | 202 |
Other current assets | 473 | 434 |
Total current assets | 4,565 | 4,576 |
Property and equipment, at cost | 2,989 | 2,806 |
Accumulated depreciation | (1,689) | (1,455) |
Property and equipment, net | 1,300 | 1,351 |
Intangible assets not subject to amortization (note 6): | ||
Goodwill | 6,638 | 6,576 |
Tradenames | 3,168 | 3,168 |
Intangible assets not subject to amortization | 9,806 | 9,744 |
Intangible assets subject to amortization, net (note 6) | 779 | 955 |
Other assets, at cost, net of accumulated amortization | 549 | 679 |
Total assets | 16,999 | 17,305 |
Current liabilities: | ||
Accounts payable | 1,305 | 1,091 |
Accrued liabilities | 1,418 | 1,173 |
Current portion of debt, including $1,750 million and $1,557 million measured at fair value (note 7) | 1,750 | 1,557 |
Other current liabilities | 231 | 180 |
Total current liabilities | 4,704 | 4,001 |
Long-term debt | 5,186 | 5,855 |
Deferred income tax liabilities (note 9) | 1,359 | 1,716 |
Preferred stock (note 10) | 1,249 | |
Other liabilities | 768 | 761 |
Total liabilities | 13,266 | 12,333 |
Stockholders' equity (note 10): | ||
Accumulated other comprehensive earnings (loss), net of taxes | 72 | (55) |
Retained earnings | 3,522 | 4,891 |
Total stockholders' equity | 3,598 | 4,840 |
Noncontrolling interests in equity of subsidiaries | 135 | 132 |
Total equity | 3,733 | 4,972 |
Commitments and contingencies (note 15) | ||
Total liabilities and equity | 16,999 | 17,305 |
Common Class A | ||
Stockholders' equity (note 10): | ||
Common stock value | 4 | 4 |
Common Class B | ||
Stockholders' equity (note 10): | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current portion of debt, fair value | $ 1,750 | $ 1,557 |
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 | 382,165,550 | 386,691,461 |
Common stock, shares outstanding | 382,165,550 | 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 | 29,366,492 | 29,278,424 |
Common stock, shares outstanding | 29,366,492 | 29,278,424 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||
Total revenue, net | $ 14,177 | $ 13,458 | $ 14,070 |
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) | $ 9,291 | $ 8,899 | $ 9,209 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 867 | $ 844 | $ 970 |
Selling, general and administrative, including stock-based compensation and transaction related costs | 1,885 | 1,758 | 1,897 |
Impairment of intangible assets | 1,167 | 33 | |
Depreciation and amortization | 562 | 606 | 637 |
Total operating costs and expenses | 12,605 | 13,274 | 12,746 |
Operating income | 1,572 | 184 | 1,324 |
Other income (expense): | |||
Interest expense | (408) | (374) | (381) |
Share of earnings (loss) of affiliates, net | (156) | (160) | (162) |
Realized and unrealized gains (losses) on financial instruments, net (note 5) | (110) | (251) | 76 |
Gains (losses) on transactions, net | 224 | (1) | 1 |
Tax sharing income (expense) with Liberty Broadband | (39) | (26) | 32 |
Other, net | (32) | 6 | (7) |
Total other income (expense) | (521) | (806) | (441) |
Earnings (loss) before income taxes | 1,051 | (622) | 883 |
Income tax (expense) benefit (note 9) | 211 | 217 | (60) |
Earnings (loss) from continuing operations | 1,262 | (405) | 823 |
Earnings (loss) from discontinued operations, net of taxes (note 4) | 141 | ||
Net earnings (loss) | 1,262 | (405) | 964 |
Less net earnings (loss) attributable to the noncontrolling interests | 58 | 51 | 48 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | 1,204 | (456) | 916 |
Qurate Retail | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 1,204 | $ (456) | $ 674 |
Earnings (Loss) Per Common Share | |||
Basic net earnings (losses) from continuing operations | $ 2.89 | $ (1.08) | $ 1.46 |
Diluted net earnings (losses) from continuing operations | 2.86 | (1.08) | 1.45 |
Basic net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. Shareholders per common share (note 2) | 2.89 | (1.08) | 1.46 |
Diluted net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 2) | $ 2.86 | $ (1.08) | $ 1.45 |
Liberty Ventures common stock | |||
Other income (expense): | |||
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 242 | ||
Earnings (Loss) Per Common Share | |||
Basic net earnings (losses) from continuing operations | $ 1.17 | ||
Diluted net earnings (losses) from continuing operations | 1.16 | ||
Basic net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. Shareholders per common share (note 2) | 2.81 | ||
Diluted net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 2) | $ 2.78 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements Of Comprehensive Earnings (Loss) | |||
Net earnings (loss) | $ 1,262 | $ (405) | $ 964 |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | 118 | 1 | (48) |
Recognition of previously unrealized losses (gains) on debt, net | (1) | (1) | 16 |
Share of other comprehensive earnings (loss) of equity affiliates | (2) | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments (note 7) | 17 | 1 | 38 |
Other comprehensive earnings (loss) | 134 | 1 | 4 |
Comprehensive earnings (loss) | 1,396 | (404) | 968 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 65 | 52 | 50 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 1,331 | $ (456) | $ 918 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 1,262 | $ (405) | $ 964 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
(Earnings) loss from discontinued operations | (141) | ||
Depreciation and amortization | 562 | 606 | 637 |
Impairment of intangible assets | 1,167 | 33 | |
Stock-based compensation | 64 | 71 | 88 |
Noncash interest expense | 7 | 5 | 6 |
Share of (earnings) losses of affiliates, net | 156 | 160 | 162 |
Realized and unrealized (gains) losses on financial instruments, net | 110 | 251 | (76) |
(Gains) losses on transactions, net | (224) | 1 | (1) |
(Gains) losses on extinguishment of debt | 40 | (1) | 24 |
Deferred income tax expense (benefit) | (356) | (243) | (185) |
Other noncash charges (credits), net | 8 | 9 | 3 |
Changes in operating assets and liabilities | |||
Decrease (increase) in accounts receivable | 232 | (18) | (75) |
Decrease (increase) in inventory | 133 | 62 | (106) |
Decrease (increase) in prepaid expenses and other assets | 39 | 15 | (127) |
(Decrease) increase in trade accounts payable | 185 | (122) | 56 |
(Decrease) increase in accrued and other liabilities | 237 | (274) | 11 |
Net cash provided (used) by operating activities | 2,455 | 1,284 | 1,273 |
Cash flows from investing activities: | |||
Cash proceeds from dispositions of investments | 271 | 562 | |
Investment in and loans to cost and equity investees | (119) | (141) | (100) |
Capital expenditures | (257) | (325) | (275) |
Expenditures for television distribution rights | (56) | (134) | (140) |
Net cash provided (used) by investing activities | (161) | (600) | 47 |
Cash flows from financing activities: | |||
Borrowings of debt | 1,300 | 3,161 | 4,221 |
Repayments of debt | (2,079) | (3,274) | (4,395) |
Repurchases of Qurate Retail common stock | (70) | (392) | (988) |
GCI Liberty Split-Off | (475) | ||
Withholding taxes on net share settlements of stock-based compensation | (7) | (7) | (29) |
Indemnification payment from GCI Liberty, Inc. | 133 | ||
Dividends paid to noncontrolling interest | (62) | (40) | (40) |
Dividends paid to common and preferred shareholders | (1,251) | ||
Other financing activities, net | (12) | (109) | (1) |
Net cash provided (used) by financing activities | (2,181) | (661) | (1,574) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 20 | (2) | 2 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 133 | 21 | (252) |
Cash, cash equivalents and restricted cash at beginning of period | 681 | 660 | 912 |
Cash, cash equivalents and restricted cash at end of period | $ 814 | $ 681 | $ 660 |
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)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Earnings (Loss) | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Noncontrolling Interest In Equity Of Subsidiaries | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 5 | $ 1,043 | $ (133) | $ 9,068 | $ 99 | $ 10,083 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net earnings (loss) | 916 | 48 | 964 | |||||||
Other comprehensive earnings (loss) | 2 | 2 | 4 | |||||||
Stock 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) | ||||||||
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 | $ 76 | (55) | $ (70) | 5,675 | 120 | $ 6 | 5,744 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net earnings (loss) | (456) | 51 | (405) | |||||||
Other comprehensive earnings (loss) | 1 | 1 | ||||||||
Stock compensation | 71 | 71 | ||||||||
Series A Qurate Retail stock repurchases | (392) | (392) | ||||||||
Distribution to noncontrolling interest | (40) | (40) | ||||||||
Withholding taxes on net share settlements of stock-based compensation | (7) | (7) | ||||||||
Reclassification | 328 | (328) | ||||||||
Balance at Dec. 31, 2019 | 4 | (55) | 4,891 | 132 | 4,972 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net earnings (loss) | 1,204 | 58 | 1,262 | |||||||
Other comprehensive earnings (loss) | 127 | 7 | 134 | |||||||
Stock compensation | 59 | 59 | ||||||||
Series A Qurate Retail stock repurchases | (70) | (70) | ||||||||
Distribution to noncontrolling interest | (62) | (62) | ||||||||
Distribution of dividends to common and preferred shareholders | (2,541) | (2,541) | ||||||||
Other | (21) | (21) | ||||||||
Reclassification | $ 32 | (32) | ||||||||
Balance at Dec. 31, 2020 | $ 4 | $ 72 | $ 3,522 | $ 135 | $ 3,733 |
Basis Of Presentation
Basis Of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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, 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 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 8). 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 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). Following a merger between Liberty Broadband and GCI Liberty, Liberty Broadband has assumed the tax sharing agreement. 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 $9 million, $8 million and $8 million of these allocated expenses were reimbursable from Qurate Retail to LMC for the years ended December 31, 2020, 2019 and 2018, respectively. Qurate Retail had a tax sharing payable with LMC and Liberty Broadband of approximately $129 million and $95 million as of December 31, 2020 and 2019, 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 would either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”), GCI Liberty, Inc. (“GCI Liberty”), and Liberty Broadband Corporation (“Liberty Broadband”) (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 but subject to adjustment on an annual basis upon the occurrence of certain events. The amended Services 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 (paid in December 2019), 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, 2020 related to our Company’s allocable portion of these upfront awards. 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, certain 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. Management is not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require the Company to update the estimates, 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 consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. On August 21, 2020, Qurate Retail announced that an authorized committee of its Board of Directors had declared a special dividend (the “Special Dividend”) on each outstanding share of its Series A and Series B common stock consisting of (i) cash in the amount of $1.50 per common share, for an aggregate cash dividend of approximately $626 million, and (ii) 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), having an initial liquidation price of $100 per share of Preferred Stock, with cash paid in lieu of fractional shares. The distribution ratio for the Preferred Stock portion of the Special Dividend was equivalent to $3.00 in initial liquidation preference per common share, for an aggregate issuance of approximately $1.3 billion aggregate liquidation preference. The dividend was distributed on September 14, 2020 to holders of record of Qurate Retail’s Series A and Series B common stock. Holders of the Preferred Stock are entitled to receive quarterly cash dividends at a fixed rate of 8.0% per year on a cumulative basis, beginning December 15, 2020 and thereafter on each of March 15, June 15, September 15 and December 15 during the term. The Preferred Stock is non-voting, except in limited circumstances as required by law, and subject to a mandatory redemption on March 15, 2031. On November 20, 2020, Qurate Retail announced that an authorized committee of its Board of Directors declared a special cash dividend (the “December Special Dividend”) in the amount of $1.50 per common share, for an aggregate dividend of approximately $625 million, payable in cash on December 7, 2020 to stockholders of record of the Company’s Series A and Series B common stock at the close of business on November 30, 2020. During the year ended December 31, 2020, the Company recognized a gain as a result of the sale of one of its alternative energy investments. The Company received total cash consideration of $272 million and recorded a gain of $224 million on the sale. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 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 $181 million and $152 million for the years ended December 31, 2020 and 2019, 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, 2020 and 2019. 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 annually 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, 2020 2019 amounts in millions Land $ 133 128 Buildings and improvements 1,291 1,204 Support equipment 1,243 1,023 Projects in progress 44 169 Finance lease right-of-use ("ROU") assets 278 282 Total property and equipment $ 2,989 2,806 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 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $199 million, $220 million and $211 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 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 Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,529 1,199 490 903 6,121 Beauty 1,261 724 73 — 2,058 Apparel 1,170 437 583 166 2,356 Accessories 944 260 394 — 1,598 Electronics 1,069 122 17 — 1,208 Jewelry 363 216 51 — 630 Other revenue 169 9 28 — 206 Total Revenue $ 8,505 2,967 1,636 1,069 14,177 Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,053 1,010 422 729 5,214 Beauty 1,304 659 53 — 2,016 Apparel 1,291 439 582 172 2,484 Accessories 919 262 416 — 1,597 Electronics 1,142 104 15 — 1,261 Jewelry 402 221 54 — 677 Other revenue 166 14 29 — 209 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 $ 3,185 1,023 511 791 5,510 Beauty 1,330 640 50 — 2,020 Apparel 1,325 453 684 180 2,642 Accessories 934 273 472 — 1,679 Electronics 1,134 119 18 — 1,271 Jewelry 474 213 53 — 740 Other revenue 162 17 29 — 208 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, beauty, apparel, 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. 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 Balance end of year in millions 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 2018 $ 267 2,434 (2,435) 266 Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. Stock-Based Compensation As more fully described in note 12, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $64 million, $71 million and $88 million for the years ended December 31, 2020, 2019 and 2018, 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, 2020 2019 2018 Qurate Retail Net earnings (loss) from continuing operations $ 1,204 (456) 674 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA NA 101 Net earnings (loss) from discontinued operations $ NA NA 141 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, 2020, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2020, 2019 and 2018 are approximately 28 million, 22 million and 25 million potentially dilutive common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2020 2019 2018 number of shares in millions Basic WASO 416 424 462 Potentially dilutive shares 5 — 3 Diluted WASO 421 424 465 Series A and Series B Liberty Ventures Common Stock 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. EPS for the year ended December 31, 2018 is based on basic WASO of 86 million, potentially dilutive shares of 1 million and diluted WASO of 87 million. Excluded from diluted EPS for the year ended December 31, 2018 are less than a million potential common shares because their inclusion would be antidilutive. 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 years ended December 31, 2020, 2019 and 2018. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit at December 31, 2020, 2019 and 2018 to retained earnings. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ — — (11) Intangible assets subject to amortization — — (4) Net liabilities assumed — — 10 Deferred tax assets (liabilities) — — 5 Cash paid (received) for acquisitions, net of cash acquired $ — — — Cash paid for interest $ 392 360 362 Cash paid for income taxes $ 116 175 226 Non-cash capital additions obtained in exchange for liabilities $ — 36 — 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, 2020 2019 in millions Cash and cash equivalents $ 806 673 Restricted cash included in other current assets 8 8 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 814 681 |
Disposals
Disposals | 12 Months Ended |
Dec. 31, 2020 | |
Disposals | |
Disposals | (4) 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 year ended December 31, 2018. 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): Year ended December 31, 2018 Earnings (loss) before income taxes $ 187 Income tax (expense) benefit $ (46) The combined impact from discontinued operations, discussed above, is as follows: Year ended December 31, 2018 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 Series A and Series B Liberty Ventures common stock $ 1.64 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 Series A and Series B Liberty Ventures common stock $ 1.62 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 for the year ended December 31, 2018, related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million for the year ended December 31, 2018, 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, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (5) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs, 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, 2020 December 31, 2019 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 $ 290 290 — 339 339 — Indemnification asset (1) $ 345 — 345 202 — 202 Debt $ 1,750 — 1,750 1,557 — 1,557 (1) The indemnification asset is included in Other current assets on the consolidated balance sheets as of December 31, 2020 and 2019. 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 initially entered into by GCI Liberty and assumed by Liberty Broadband in connection with a merger between the two companies, Liberty Broadband has agreed to indemnify LI LLC for certain payments made to holders 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 holders of the 1.75% Exchangeable Debentures pertains to the holders’ ability 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 consolidated balance sheets as of December 31, 2020 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, 2020 and 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 sheets as of those dates. 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, 2020 2019 2018 amounts in millions Equity securities $ (1) (22) 155 Exchangeable senior debentures (277) (337) (3) Indemnification asset 143 123 (70) Other financial instruments 25 (15) (6) $ (110) (251) 76 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 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 were gains of $21 million, $1 million and $70 million, net of the recognition of previously unrecognized gains and losses, for the years ended December 31, 2020, 2019, and 2018, respectively. The cumulative change was a gain of $193 million as of December 31, 2020, net of the recognition of previously unrecognized gains and losses. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (6) 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, 2019 $ 5,228 860 917 12 7,017 Foreign currency translation adjustments — (1) — — (1) Impairment (1) — — (440) — (440) Balance at December 31, 2019 5,228 859 477 12 6,576 Foreign currency translation adjustments — 62 — — 62 Balance at December 31, 2020 $ 5,228 921 477 12 6,638 (1) 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, 2020 December 31, 2019 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 814 (751) 63 764 (624) 140 Customer relationships 3,334 (3,004) 330 3,319 (2,891) 428 Other 1,434 (1,048) 386 1,343 (956) 387 Total $ 5,582 (4,803) 779 5,426 (4,471) 955 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 $363 million, $386 million and $426 million for the years ended December 31, 2020, 2019 and 2018, respectively. Based on its amortizable intangible assets as of December 31, 2020, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2021 $ 296 2022 $ 184 2023 $ 120 2024 $ 74 2025 $ 50 Impairments As a result of Zulily’s deteriorating financial performance during 2019, 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 and long lived 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 and long lived assets line item in the consolidated statements of operations. 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, 2020 the Company had accumulated goodwill impairment losses of $440 million, which was all attributed to the Zulily reporting unit. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Debt | (7) Debt Debt is summarized as follows: Outstanding principal Carrying value December 31, December 31, December 31, 2020 2020 2019 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 285 8.25% Senior Debentures due 2030 505 502 502 4% Exchangeable Senior Debentures due 2029 430 362 327 3.75% Exchangeable Senior Debentures due 2030 432 346 318 3.5% Exchangeable Senior Debentures due 2031 — — 422 0.75% Exchangeable Senior Debentures due 2043 — — 2 1.75% Exchangeable Senior Debentures due 2046 332 649 488 Subsidiary level notes and facilities QVC 5.125% Senior Secured Notes due 2022 — — 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 600 600 599 QVC 4.75% Senior Secured Notes due 2027 575 575 — QVC 4.375% Senior Secured Notes due 2028 500 500 — QVC 5.45% Senior Secured Notes due 2034 400 400 399 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 3.5% Exchangeable Senior Debentures due 2031 218 393 — QVC Bank Credit Facilities — — 1,235 Deferred loan costs — (51) (40) Total consolidated Qurate Retail debt $ 6,654 6,936 7,412 Less debt classified as current (1,750) (1,557) Total long-term debt $ 5,186 5,855 Exchangeable Senior Debentures Each $1,000 debenture of Liberty Interactive LLC’s (“LI LLC”) 4% Exchangeable Senior Debentures was exchangeable at the holder's option for the value of 3.2265 shares of Sprint Corporation (“Sprint”) common stock and 0.7860 shares of Lumen Technologies, Inc. (“Lumen Technologies”) (formerly known as CenturyLink, Inc.) common stock. On April 1, 2020, T-Mobile US, Inc. (“T-Mobile”) completed its acquisition of Sprint Corporation (“TMUS/S Acquisition”) for 0.10256 shares of T-Mobile 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 consist of 0.3309 shares of common stock of T-Mobile, and 0.7860 shares of common stock of Lumen Technologies. the 4% Exchangeable Senior Debentures, the adjusted principal amount of each $1,000 debenture is $917 as of December 31, 2020. Each $1,000 debenture of LI LLC's 3.75% Exchangeable Senior Debentures was exchangeable at the holder's option for the value of 2.3578 shares of Sprint common stock and 0.5746 shares of Lumen Technologies common stock. Following the TMUS/S Acquisition, each $1,000 debenture of LI LLC’s 3.75% Exchangeable Senior Debentures is exchangeable at the holder’s option for the value of 0.2419 shares of T-Mobile common stock and 0.5746 shares of Lumen Technologies common stock. LI LLC may, at its election, pay the exchange value in cash, Sprint and Lumen Technologies 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. As a result of various principal payments made to holders of the 3.75% Exchangeable Senior Debentures, the adjusted principal amount of each $1,000 debenture is $940 as of December 31, 2020. 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 5 for additional information about these debentures. As part of a common control transaction with QVC completed in December 2020, QVC Global Corporate Holdings, LLC (“QVC Global”), a subsidiary of QVC, became the primary co-obligor of LI LLC’s 3.5% Exchangeable Senior Debentures (the “Motorola Exchangeables”), allowing the Motorola Exchangeables to be serviced direct by cash generated from QVC’s foreign operations. Concurrently, LI LLC issued a promissory note to QVC Global with an initial face amount of $1.8 billion, a stated annual interest rate of 0.48% and a maturity of December 29, 2029. Interest on the promissory note is to be paid annually beginning on December 29, 2021. Each $1,000 debenture of 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 QVC Global's option, in cash or MSI stock or a combination thereof. QVC Global, 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 $497 as of December 31, 2020. During the years ended December 31, 2020 and 2019, holders exchanged, under the terms of the Motorola Exchangeables, principal amounts of approximately $25 million and $58 million, respectively, and Qurate Retail made cash payments of approximately $49 million and $99 million, respectively, to settle the obligations. 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, T-Mobile, Charter and Lumen Technologies 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 $1,750 million at December 31, 2020. 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. 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 aggregate unamortized discount and issuance costs of $5 million at December 31, 2020 and $4 million at December 31, 2019. Such discount and issuance costs are being amortized to interest expense in the accompanying consolidated statements of operations. QVC Senior Secured Notes 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 is 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. On August 20, 2020, QVC completed a registered debt offering for $500 million of the 4.375% Senior Secured Notes due 2028 (the "2028 Notes") at par. Interest on the 2028 Notes will be paid semi-annually in March and September, with payments commencing on March 1, 2021. The proceeds were used in a cash tender offer (the “Tender Offer”) to purchase the outstanding $500 million of 5.125% Senior Secured Notes due 2022 (the “2022 Notes”). QVC also issued a notice of redemption exercising its right to optionally redeem any of the 2022 Notes that remained outstanding following the Tender Offer. As a result of the Tender Offer and the redemption, the Company recorded a loss on extinguishment of debt in the consolidated statements of operations of $42 million for the year ended December 31, 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 $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 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 December 31, 2020 was $2.93 billion, 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, QVC 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 $3 million and less than $1 million as of December 31, 2020 and 2019, respectively. 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% which expired in January 2020. Debt Covenants Qurate Retail and its subsidiaries were in compliance with all debt covenants at December 31, 2020. 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): 2021 $ 11 2022 $ 11 2023 $ 761 2024 $ 612 2025 $ 612 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, 2020 2019 Senior debentures $ 892 804 QVC senior secured notes $ 4,705 4,011 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, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | (8) Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification Topic 842 (“ASC 842”) and elected the transition method that allows for a cumulative-effect adjustment in the period of adoption. ASC 842 requires a company to recognize lease assets and lease liabilities arising from operating leases in the statement of financial position. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous guidance. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, 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 14 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 years ended December 31, 2020 and December 31, 2019 were as follows: Year ended December 31, 2020 December 31, 2019 in millions Operating lease cost (1) $ 87 78 Finance lease cost Depreciation of leased assets $ 19 20 Interest on lease liabilities 8 9 Total finance lease cost $ 27 29 (1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the financial statements. Prior to the adoption of ASC 842, rental expense under lease arrangements amounted to $80 million for the year ended December 31, 2018. The remaining weighted-average lease term and the weighted-average discount rate were as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Finance leases 8.5 9.2 Operating leases 8.5 9.1 Weighted-average discount rate: Finance leases 5.1% 5.0% Operating leases 5.1% 4.9% Supplemental balance sheet information related to leases was as follows: December 31, December 31, 2020 2019 in millions Operating leases: Operating lease ROU assets (1) $ 371 397 Current operating lease liabilities (2) $ 63 64 Operating lease liabilities (3) 320 349 Total operating lease liabilities $ 383 413 Finance Leases: Finance lease ROU assets (4) $ 278 282 Finance lease ROU asset accumulated depreciation (4) (141) (129) Finance lease ROU assets, net $ 137 153 Current finance lease liabilities (2) $ 18 18 Finance lease liabilities (3) 150 163 Total finance lease liabilities $ 168 181 (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, 2020 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 86 75 Operating cash flows from finance leases $ 8 9 Financing cash flows from finance leases $ 18 22 ROU assets obtained in exchange for lease obligations Operating leases $ 35 173 Finance leases $ — 16 Future lease payments under finance leases and operating leases with initial terms of one year or more at December 31, 2020 consisted of the following: Finance Leases Operating Leases in millions 2021 $ 26 81 2022 26 70 2023 25 62 2024 24 47 2025 22 38 Thereafter 89 190 Total lease payments $ 212 488 Less: imputed interest 44 105 Total lease liabilities $ 168 383 On October 5, 2018, QVC entered into a lease for an East Coast distribution center (“ECDC Lease”). The 1.7 million square foot rental building is located in Bethlehem, Pennsylvania and has 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, 2020 | |
Income Taxes | |
Income Taxes | (9) Income Taxes Income tax benefit (expense) consists of: Years ended December 31, 2020 2019 2018 amounts in millions Current: Federal $ 8 94 (126) State and local (48) (27) (35) Foreign (105) (93) (84) $ (145) (26) (245) Deferred: Federal $ 315 247 131 State and local 26 (5) 57 Foreign 15 1 (3) 356 243 185 Income tax benefit (expense) $ 211 217 (60) The following table presents a summary of our domestic and foreign earnings from continuing operations before income taxes: Years ended December 31, 2020 2019 2018 amounts in millions Domestic $ 735 (858) 683 Foreign 316 236 200 Total $ 1,051 (622) 883 Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21% as a result of the following: Years ended December 31, 2020 2019 2018 amounts in millions Computed expected tax benefit (expense) $ (221) 131 (186) State and local income taxes, net of federal income taxes (45) 9 (13) Foreign taxes, net of foreign tax credits 47 (1) (5) Alternative energy tax credits and incentives 139 152 92 Change in valuation allowance affecting tax expense (59) (51) 9 Change in tax rate (15) (23) 61 Corporate realignment 360 — — Change in tax rate - tax loss carryback — 45 — Tax write-off of consolidated subsidiary — 34 — Impairment of intangible asset — (93) — Other, net 5 14 (18) Income tax benefit (expense) $ 211 217 (60) For the year ended December 31, 2020 the Company recorded an income tax benefit. The current year tax benefit was primarily driven by the impacts of a corporate realignment and tax credits generated by alternative energy investments. During the fourth quarter of 2020, the Company completed a corporate realignment transaction, whereby the assets and liabilities of certain foreign business units held in U.S. subsidiaries were transferred to QVC Global, a foreign subsidiary of QVC. This changed the manner in which income of the foreign business units is subject to U.S. income tax. As part of this realignment and upon entering into a payment agreement, QVC Global became the primary co-obligor of the Motorola Exchangeables. The Company’s accounting policy is not to record deferred income taxes related to global intangible low-taxed income related to activity in our foreign subsidiaries but instead to recognize income tax expense in the periods as incurred. Accordingly, the deferred income tax liability for the Motorola Exchangeables that existed prior to the corporate realignment was reduced to zero and the Company recorded a corresponding income tax benefit. Although the Company no longer records deferred income taxes in the consolidated balance sheets associated with the Motorola Exchangeables, the Company expects to incur future income tax expense at prevailing income tax rates upon maturity or retirement of the Motorola Exchangeables and will reflect such income tax expense in the period incurred. 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. 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, 2020 2019 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 280 314 Foreign tax credit carryforwards 161 154 Accrued stock compensation 18 22 Operating lease liability 82 84 Other accrued liabilities 54 48 Other 168 186 Deferred tax assets 763 808 Valuation allowance (264) (205) Net deferred tax assets 499 603 Deferred tax liabilities: Investments 31 122 Intangible assets 816 856 Fixed assets 163 106 Discount on exchangeable debentures 714 1,047 Other 102 153 Deferred tax liabilities 1,826 2,284 Net deferred tax liabilities $ 1,327 1,681 The Company's valuation allowance increased $59 million in 2020, all of which affected tax expense. At December 31, 2020, the Company has a deferred tax asset of $280 million for net operating losses, credit carryforwards, and interest expense carryforwards. If not utilized to reduce income tax liabilities in future periods, $272 million of these loss carryforwards and tax credits will expire at various times between 2021 and 2042. The remaining $8 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 $187 million. At December 31, 2020, the Company had a deferred tax asset of $161 million for foreign tax credit carryforwards. If not utilized to reduce income tax liabilities in future periods, these foreign tax credit carryforwards will expire at various times between 2022 and 2030. The Company estimates that $76 million of its foreign tax credit carryforward will expire without utilization. A reconciliation of unrecognized tax benefits is as follows: Years ended December 31, 2020 2019 2018 amounts in millions Balance at beginning of year $ 75 70 71 Additions based on tax positions related to the current year 7 5 9 Additions for tax positions of prior years 7 14 2 Reductions for tax positions of prior years (1) (3) — Lapse of statute and settlements (5) (11) (12) Balance at end of year $ 83 75 70 As of December 31, 2020, 2019 and 2018, the Company had recorded tax reserves of $83 million, $75 million and $70 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to be recognized for financial statement purposes, $66 million, $61 million and $56 million for the years ended December 31, 2020, 2019 and 2018, 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 $3 million. As of December 31, 2020, the Company's tax years prior to 2017 are closed for federal income tax purposes, and the IRS has completed its examination of the Company's 2017 and 2018 tax years, however, 2017 and 2018 remain open until the statute of limitations lapses on October 15 of 2021 and 2022, respectively. The Company's 2019 and 2020 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 $25 million of accrued interest and penalties related to uncertain tax positions for the year ended December 31, 2020, $23 million for the year ended December 31, 2019 and $20 million for the year ended December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | (10) Stockholders' Equity Preferred Stock On September 14, 2020, Qurate Retail issued the Preferred Stock. There were 13,500,000 shares of Preferred Stock authorized and 12,513,752 shares issued and outstanding Priority. The Preferred Stock ranks senior to the shares of common stock of Qurate Retail, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of Qurate Retail’s affairs. Shares of Preferred Stock are not convertible into shares of common stock of Qurate Retail. Dividends. Holders of the Preferred Stock are entitled to receive quarterly cash dividends at a rate of 8.0% per annum of the liquidation price (as described below) on a cumulative basis, during the term. If declared, accrued dividends will be payable quarterly on each dividend payment date, beginning December 15, 2020 and thereafter on each March 15, June 15, September 15, and December 15 during the term (or, if such date is not a business day, the next business day after such date). If Qurate Retail fails to pay dividends or the applicable redemption price with respect to any redemption within 30 days after the applicable dividend payment or redemption date, the dividend rate will increase as provided by the Certificate of Designations for the Preferred Stock (the “Certificate of Designations”). Accrued dividends that are not paid within 30 days after the applicable dividend payment date will be added to the liquidation price until paid together with all dividends accrued thereon. The ability of Qurate Retail to declare or pay any dividend on, or purchase, redeem, or otherwise acquire, any of its common stock or any other stock ranking on parity with the Preferred Stock will be subject to restrictions if Qurate Retail does not pay all dividends and all redemption payments on the Preferred Stock, subject to certain exceptions as set forth in the Certificate of Designations. On February 18, 2021, the Company declared a quarterly cash dividend of $2.00 per share payable in cash on March 15, 2021 to stockholders of record of the Preferred Stock at the close of business on March 1, 2021. Distributions upon Liquidation, Dissolution or Winding Up. Upon Qurate Retail’s liquidation, winding-up or dissolution, each holder of shares of the Preferred Stock will be entitled to receive, before any distribution is made to the holders of Qurate Retail common stock, an amount equal to the liquidation price plus all unpaid dividends (whether or not declared) accrued from the immediately preceding dividend payment date, subject to the prior payment of liabilities owed to Qurate Retail’s creditors and the preferential amounts to which any stock senior to the Preferred Stock is entitled. The Preferred Stock has a liquidation price equal to the sum of (i) $100 , plus (ii) all accrued and unpaid dividends (whether or not declared) that have been added to the liquidation price. Mandatory and Optional Redemption. The Preferred Stock is subject to mandatory redemption on March 15, 2031 at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date. On or after the fifth anniversary of September 14, 2020 (the “Original Issue Date”), Qurate Retail may redeem all or a portion of the outstanding shares of Preferred Stock, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date plus, if the redemption is (x) on or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary, 4.00% of the liquidation price, (y) on or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary, 2.00% of the liquidation price and (z) on or after the seventh anniversary of the Original Issue Date, zero . Both mandatory and optional redemptions must be paid in cash. Voting Power. Holders of the Preferred Stock will not have any voting rights or powers, except as specified in the Certificate of Designations or as required by Delaware law. Preferred Stock Directors . So long as the aggregate liquidation price of the outstanding shares of Preferred Stock exceeds 25% of the aggregate liquidation price of the shares of Preferred Stock issued on the Original Issue Date, holders of Preferred Stock will have certain director election rights as described in the Certificate of Designations whenever dividends on shares of Preferred Stock have not been declared and paid for two consecutive dividend periods and whenever Qurate Retail fails to pay the applicable redemption price in full with respect to any redemption of the Preferred Stock or fails to make a payment with respect to the Preferred Stock in connection with a liquidation or Extraordinary Transactions (as defined in the Certificate of Designations). Recognition . As the Preferred Stock is subject to unconditional mandatory redemption in cash and was issued in the form of a share, the Company concluded the Preferred Stock was a mandatorily redeemable financial instrument and should be classified as a liability in the consolidated balance sheets. The Preferred Stock was initially recorded at its fair value, which was determined to be the liquidation preference of $100 per share. Given the liability classification of the Preferred Stock, all dividends accrued will be classified as interest expense in the consolidated statements of operations. 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, (iii) 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 (iv) the number of shares of the Company’s capital stock designated as “Preferred Stock” to 50 million shares. As of December 31, 2020, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 40.6 million shares of Series A Qurate Retail common stock and approximately 3.2 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, 2020, no shares of any Series C Qurate Retail common stock were issued or outstanding Purchases of Common Stock 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. During the year ended December 31, 2020, the Company repurchased 6,521,782 shares of Series A Qurate Retail common stock for aggregate cash consideration of $70 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, 2020 | |
Related Party Transactions with Officers and Directors | |
Related Party Transactions with Officers and Directors | (11) Related Party Transactions with Officers and Directors Chairman Compensation Arrangement In December 2019, Liberty Media entered into a new employment arrangement with Gregory B. Maffei, our Chairman. The arrangement provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an annual base salary of $3 million (with no contracted increase), a one-time cash commitment bonus of $5 million (paid in December 2019), an annual target cash performance bonus of $17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s Compensation Committee), upfront equity awards and annual equity awards (as described below). The Chairman was entitled to receive term equity awards with an aggregate grant date fair value of $90 million (the “Upfront Awards”) which were granted in two equal tranches. The first tranche consisted of time-vested stock options from each of Qurate Retail, LMC, Liberty Broadband and GCI Liberty and time-vested restricted stock units (“RSUs”) from Liberty TripAdvisor (collectively, the “2019 term awards”) that vest, in each case, on December 31, 2023 (except Liberty TripAdvisor’s award of time-vested RSUs, which vests on December 15, 2023), subject to the Chairman’s continued employment, except under certain circumstances. Qurate Retail’s portion of the 2019 term awards, granted in December 2019, had an aggregate grant date fair value of $8,550,000 and consisted of stock options to purchase 2,133,697 shares of Series A Qurate Retail common stock (“QRTEA”) with an exercise price of $8.17. The second tranche of the Upfront Awards consisted of time-vested stock options from each of LMC, Qurate Retail, Liberty Broadband and GCI Liberty and time-vested RSUs from Liberty TripAdvisor (collectively, the “2020 term awards”) that vest, in each case, on December 31, 2024 (except Liberty TripAdvisor’s award of time-vested RSUs, which vests on December 7, 2024), subject to the Chairman’s continued employment, except under certain circumstances. Qurate Retail’s portion of the 2020 term awards, granted in December 2020, had an aggregate grant date fair value of $5,850,000 and consisted of stock options to purchase 1,190,529 QRTEA shares with an exercise price of $10.34. Beginning in 2020, the Chairman received annual equity award grants with an annual aggregate grant date fair value of $17.5 million, consisting of time-vested options and/or performance-based RSUs. Vesting of any of these annual performance-based RSUs will be subject to the achievement of one or more performance metrics to be approved by the Compensation Committee of the applicable company with respect to its respective allocable portion of the annual performance-based RSUs. At Qurate Retail, the CEO’s annual equity awards were issued with respect to QRTEA. CEO Compensation Agreement On September 27, 2015, the Compensation Committee of Qurate Retail approved a compensation arrangement for our current CEO. The arrangement provided 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 provided 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% vested 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% vested on December 15, 2020. The options have a seven year term. The RSUs consisted of 182,983 performance-based RSUs with respect to QRTEA, of which 152,825 RSUs vested 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. Effective November 17, 2020, Qurate Retail entered into an amendment to the CEO’s compensation arrangement that provides for a one year extension of the employment agreement dated December 16, 2015. The CEO’s employment term will now end on December 31, 2021, unless terminated earlier in accordance with the agreement, and his annual base salary has increased to $1.5 million. The CEO will be eligible to receive an annual target cash bonus equal to 100% of his annual base salary with a maximum bonus of 240% of base salary, subject to the achievement of performance criteria. The CEO is eligible to receive a performance-based RSU award equal to $5.5 million of target value, with a maximum value equal to $8.3 million, and a time-vested RSU award also equal to $5.5 million of value. The performance-based RSU award will be subject to performance criteria as determined by the Compensation Committee. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (12) Stock-Based Compensation Qurate Retail - Incentive Plans The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), 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. Pursuant to the Qurate Retail, Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”), the Company may grant Awards in respect of a maximum of 30.0 million shares of Qurate Retail common stock plus the shares remaining available for Awards under the prior Qurate Retail, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”), as amended, as of close of business on May 20, 2020, the day before the effective date of the 2020 Plan. Any forfeited shares from the 2016 Plan shall also be available again under the 2020 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. Qurate Retail issues new shares upon exercise of equity awards. 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, 2020, 2019 and 2018: For the Years ended December 31, 2020 2019 2018 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) 4,200 $ 1.96 2,503 $ 4.07 3,783 $ 8.77 Series A Qurate Retail common stock, Zulily employees (1) 618 $ 1.94 328 $ 4.08 336 $ 8.65 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 747 $ 4.86 639 $ 3.97 72 $ 7.31 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) NA NA NA NA 577 $ 7.09 Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 1,191 $ 4.88 2,134 $ 3.44 NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA 26 $ 5.84 175 $ 8.84 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) NA NA NA NA 143 $ 16.55 (1) Vests semi-annually over four years . (2) Vests between two and five years for employees and in one year for directors. (3) Vested 50% on each of December 15, 2019 and December 15, 2020. (4) The grants made in December 2020 and December 2019 in connection with the Chairman’s new employment agreement cliff vest in December 2024 and December 2023, respectively. The grant made in March 2019 vested immediately. The grants made in 2018 cliff vested at the end of the grant year. Grants made in 2019 and 2018 were in connection with the Chairman’s previous employment agreement (see notes 1 and 11). 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 RSUs. During the year ended December 31, 2020, Qurate Retail granted 38 thousand time-based RSUs of QRTEA to our Chairman. The RSUs had a GDFV of $7.44 per share and cliff vested 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 waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. 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 year ended December 31, 2020, Qurate Retail granted to our Chairman 584 thousand performance-based RSUs of QRTEA. Such RSUs had a fair value of $4.44 at the time they were granted. During the years ended December 31, 2019 and 2018, Qurate Retail granted 194 thousand and 124 thousand performance-based RSUs, respectively, of Series B Qurate Retail common stock to our Chairman. Such RSUs had a fair value of $17.90 and $27.56 per share, respectively, at the time they were granted. Also during the years ended December 31, 2020 and 2019, Qurate Retail granted approximately 725 thousand and 191 thousand performance-based RSUs, respectively, of QRTEA to our President and CEO. Such RSUs had a GDFV of $4.44 and $17.90 per share, respectively, at the time they were granted. All of the 2020, 2019 and 2018 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. During the third quarter of 2020 and in connection with the Special Dividend, holders of RSAs and RSUs of QRTEA outstanding at the close of business on the record date received: i. a special cash dividend in the amount of $1.50 per share for each QRTEA RSA and RSU so held (“Cash Dividend”), and ii. a special dividend of 0.03 shares of newly issued Preferred Stock (“QRTEP”) for each QRTEA RSA and RSU so held, with cash distributed in lieu of fractional shares (“Preferred Stock Dividend”). The Preferred Stock Dividend related to QRTEA RSAs and RSUs was issued in the form of QRTEP RSAs and RSUs, corresponding to the original grant of either RSAs or RSUs. The Cash Dividend for RSA holders was paid upon distribution. The Cash Dividend for RSU holders along with the QRTEP RSAs and RSUs are subject to the same vesting schedules as those applicable to the corresponding original QRTEA RSAs and RSUs. Also in connection with the Special Dividend, holders of outstanding stock options and stock appreciation rights (“SARs”) to purchase shares of QRTEA or Series B Qurate Retail common stock (“QRTEB”) and together with QRTEA, “QRTEA/B”) on the record date were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the stock options and SARs were granted. The adjustment to the exercise price and the number of shares subject to the original stock option or SAR award preserved: i. the pre-Special Dividend intrinsic value of the original QRTEA/B stock option or SAR, and ii. the pre-Special Dividend ratio of the exercise price to the market price of the corresponding original QRTEA/B stock option or SAR. During the fourth quarter of 2020 and in connection with the December Special Dividend, holders of QRTEA RSAs and RSUs outstanding at the close of business on the record date received a special cash dividend in the amount of $1.50 per share for each QRTEA RSA or RSU so held (“December Cash Dividend”). The December Cash Dividend for RSA holders was paid upon distribution. The December Cash Dividend for RSU holders is subject to the same vesting schedules as those applicable to the corresponding original QRTEA RSUs. Also in connection with the December Special Dividend, holders of outstanding stock options and SARs to purchase shares of QRTEA/B on the record date were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the stock options and SARs were granted. The adjustment to the exercise price and the number of shares subject to the original stock option or SAR award preserved: i. the pre-December Special Dividend intrinsic value of the original QRTEA/B stock option or SAR, and ii. the pre-December Special Dividend ratio of the exercise price to the market price of the corresponding original QRTEA/B stock option or SAR. 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 2020, 2019 and 2018, the range of expected terms was 5.2 to 6.3 years. 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 2020, 2019 and 2018 Qurate Retail and Liberty Ventures grants. Volatility 2020 grants Qurate Retail options 46.8 % - 54.8 % 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 % 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, 2020 23,248 $ 21.28 1,844 $ 27.09 Granted 6,756 $ 6.15 — $ — Exercised (1,297) $ 2.95 — $ — Forfeited/Cancelled (5,958) $ 17.12 — $ — Special Dividend adjustment 15,145 $ 11.19 1,182 $ 16.51 December Special Dividend adjustment 2,659 $ 10.56 217 $ 15.39 Outstanding at December 31, 2020 40,553 $ 10.61 4.2 years $ 108 3,243 $ 15.39 2.1 years $ — Exercisable at December 31, 2020 22,874 $ 14.12 2.9 years $ 13 3,243 $ 15.39 2.1 years $ — As of December 31, 2020, the total unrecognized compensation cost related to unvested Qurate Retail Awards was approximately $106 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.9 years. Qurate Retail - Exercises The aggregate intrinsic value of all options exercised during the years ended December 31, 2020, 2019 and 2018 was $7 million, $2 million and $28 million, respectively. Qurate Retail - Restricted Stock and Restricted Stock Units The Company has approximately 12.7 million and 373 thousand unvested RSAs and RSUs of QRTEA and QRTEP, respectively, held by certain directors, officers and employees of the Company as of December 31, 2020. The QRTEA unvested RSAs and RSUs have a weighted average GDFV of $7.32 per share, and 300 thousand of the QRTEP unvested RSUs have an incremental cost of $48.88 per share. The aggregate fair value of all QRTEA, QRTEB and QRTEP RSAs and RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was $17 million, $25 million and $64 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans. | |
Employee Benefit Plans | (13) Employee Benefit Plans Subsidiaries of Qurate Retail sponsor 401(k) plans, which provide their employees an opportunity to make contributions to a trust for investment in Qurate Retail common stock, as well as other mutual funds. The Company's subsidiaries make matching contributions to their plans based on a percentage of the amount contributed by employees. Employer cash contributions to all plans aggregated $28 million, $25 million and $26 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Other Comprehensive Earnings (L
Other Comprehensive Earnings (Loss) | 12 Months Ended |
Dec. 31, 2020 | |
Other Comprehensive Earnings (Loss) | |
Other Comprehensive Earnings (Loss) | (14) Other Comprehensive Earnings (Loss) Accumulated other comprehensive earnings (loss) included in the Company’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company's share of accumulated other comprehensive earnings of affiliates. The change in the components of accumulated other comprehensive earnings (loss), net of taxes ("AOCI"), is summarized as follows: Comprehensive Foreign Share of Earnings (loss) currency AOCI Attributable to translation of equity Debt Credit Risk adjustments affiliates Adjustments Other AOCI amounts in millions Balance at January 1, 2018 $ (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) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 111 — 17 (1) 127 Balance at December 31, 2020 $ (70) (5) 57 90 72 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, 2020: Foreign currency translation adjustments $ 115 3 118 Recognition of previously unrealized losses (gains) on debt, net (1) — (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments 22 (5) 17 Other comprehensive earnings (loss) $ 136 (2) 134 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 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (15) 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, 2020 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (16) Information About Qurate Retail's Operating Segments Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce industries. Qurate Retail identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation. Qurate Retail evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. 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. For the year ended December 31, 2020, 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, 2020 2019 2018 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,505 1,547 8,277 1,536 8,544 1,630 QVC International 2,967 510 2,709 446 2,738 429 Zulily 1,636 83 1,571 48 1,817 108 Corporate and other 1,070 58 901 (1) 973 (13) Inter-segment eliminations (1) — — — (2) — Consolidated Qurate Retail $ 14,177 2,198 13,458 2,029 14,070 2,154 Other Information December 31, 2020 December 31, 2019 Total Capital Total Capital assets expenditures assets expenditures amounts in millions QxH $ 12,393 182 12,774 257 QVC International 2,455 36 2,268 34 Zulily 1,049 23 1,136 23 Corporate and other 1,102 16 1,127 11 Consolidated Qurate Retail $ 16,999 257 17,305 325 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, 2020 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 2,198 2,029 2,154 Stock-based compensation (64) (71) (88) Depreciation and amortization (562) (606) (637) Transaction related costs — (1) (72) Impairment of intangible assets and long lived assets — (1,167) (33) Operating income 1,572 184 1,324 Interest expense (408) (374) (381) Share of earnings (loss) of affiliates, net (156) (160) (162) Realized and unrealized gains (losses) on financial instruments, net (110) (251) 76 Gains (losses) on transactions, net 224 (1) 1 Tax sharing income (expense) with Liberty Broadband (39) (26) 32 Other, net (32) 6 (7) Earnings (loss) from continuing operations before income taxes $ 1,051 (622) 883 Revenue by Geographic Area The following table summarizes net revenue generated by subsidiaries located within the identified geographic areas: Years ended December 31, 2020 2019 2018 amounts in millions United States $ 11,119 10,666 11,233 Japan 1,132 1,028 947 Germany 978 890 943 Other foreign countries 948 874 947 $ 14,177 13,458 14,070 Long-lived Assets by Geographic Area December 31, 2020 2019 amounts in millions United States $ 893 935 Japan 149 153 Germany 150 154 Other foreign countries 108 109 $ 1,300 1,351 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 |
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 $181 million and $152 million for the years ended December 31, 2020 and 2019, 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, 2020 and 2019. 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 annually 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, 2020 2019 amounts in millions Land $ 133 128 Buildings and improvements 1,291 1,204 Support equipment 1,243 1,023 Projects in progress 44 169 Finance lease right-of-use ("ROU") assets 278 282 Total property and equipment $ 2,989 2,806 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 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $199 million, $220 million and $211 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 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 Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,529 1,199 490 903 6,121 Beauty 1,261 724 73 — 2,058 Apparel 1,170 437 583 166 2,356 Accessories 944 260 394 — 1,598 Electronics 1,069 122 17 — 1,208 Jewelry 363 216 51 — 630 Other revenue 169 9 28 — 206 Total Revenue $ 8,505 2,967 1,636 1,069 14,177 Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,053 1,010 422 729 5,214 Beauty 1,304 659 53 — 2,016 Apparel 1,291 439 582 172 2,484 Accessories 919 262 416 — 1,597 Electronics 1,142 104 15 — 1,261 Jewelry 402 221 54 — 677 Other revenue 166 14 29 — 209 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 $ 3,185 1,023 511 791 5,510 Beauty 1,330 640 50 — 2,020 Apparel 1,325 453 684 180 2,642 Accessories 934 273 472 — 1,679 Electronics 1,134 119 18 — 1,271 Jewelry 474 213 53 — 740 Other revenue 162 17 29 — 208 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, beauty, apparel, 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. 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 Balance end of year in millions 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 2018 $ 267 2,434 (2,435) 266 |
Cost of Sales | Cost of Sales Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 12, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock compensation expense was $64 million, $71 million and $88 million for the years ended December 31, 2020, 2019 and 2018, 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, 2020 2019 2018 Qurate Retail Net earnings (loss) from continuing operations $ 1,204 (456) 674 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA NA 101 Net earnings (loss) from discontinued operations $ NA NA 141 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, 2020, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2020, 2019 and 2018 are approximately 28 million, 22 million and 25 million potentially dilutive common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2020 2019 2018 number of shares in millions Basic WASO 416 424 462 Potentially dilutive shares 5 — 3 Diluted WASO 421 424 465 Series A and Series B Liberty Ventures Common Stock 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. EPS for the year ended December 31, 2018 is based on basic WASO of 86 million, potentially dilutive shares of 1 million and diluted WASO of 87 million. Excluded from diluted EPS for the year ended December 31, 2018 are less than a million potential common shares because their inclusion would be antidilutive. |
Reclasses and adjustments | Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with the current year presentation. As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital balance was in a deficit position in certain quarterly periods during the years ended December 31, 2020, 2019 and 2018. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit at December 31, 2020, 2019 and 2018 to retained earnings. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 | |
Summary of Significant Accounting Policies | |
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 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 2018 $ 92 123 3 (101) 117 |
Schedule of Property and Equipment | December 31, December 31, 2020 2019 amounts in millions Land $ 133 128 Buildings and improvements 1,291 1,204 Support equipment 1,243 1,023 Projects in progress 44 169 Finance lease right-of-use ("ROU") assets 278 282 Total property and equipment $ 2,989 2,806 |
Schedule of disaggregation of revenue | Year ended December 31, 2020 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,529 1,199 490 903 6,121 Beauty 1,261 724 73 — 2,058 Apparel 1,170 437 583 166 2,356 Accessories 944 260 394 — 1,598 Electronics 1,069 122 17 — 1,208 Jewelry 363 216 51 — 630 Other revenue 169 9 28 — 206 Total Revenue $ 8,505 2,967 1,636 1,069 14,177 Year ended December 31, 2019 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,053 1,010 422 729 5,214 Beauty 1,304 659 53 — 2,016 Apparel 1,291 439 582 172 2,484 Accessories 919 262 416 — 1,597 Electronics 1,142 104 15 — 1,261 Jewelry 402 221 54 — 677 Other revenue 166 14 29 — 209 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 $ 3,185 1,023 511 791 5,510 Beauty 1,330 640 50 — 2,020 Apparel 1,325 453 684 180 2,642 Accessories 934 273 472 — 1,679 Electronics 1,134 119 18 — 1,271 Jewelry 474 213 53 — 740 Other revenue 162 17 29 — 208 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 Balance end of year in millions 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 2018 $ 267 2,434 (2,435) 266 |
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, 2020 2019 2018 Qurate Retail Net earnings (loss) from continuing operations $ 1,204 (456) 674 Net earnings (loss) from discontinued operations $ NA NA NA Liberty Ventures Net earnings (loss) from continuing operations $ NA NA 101 Net earnings (loss) from discontinued operations $ NA NA 141 |
Schedule of weighted average number of shares outstanding | Years ended December 31, 2020 2019 2018 number of shares in millions Basic WASO 416 424 462 Potentially dilutive shares 5 — 3 Diluted WASO 421 424 465 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Schedule of Supplemental Disclosures to Consolidated Statements of Cash Flows | Years ended December 31, 2020 2019 2018 amounts in millions Cash paid for acquisitions: Fair value of assets acquired $ — — (11) Intangible assets subject to amortization — — (4) Net liabilities assumed — — 10 Deferred tax assets (liabilities) — — 5 Cash paid (received) for acquisitions, net of cash acquired $ — — — Cash paid for interest $ 392 360 362 Cash paid for income taxes $ 116 175 226 Non-cash capital additions obtained in exchange for liabilities $ — 36 — |
Schedule of cash, cash equivalents and restricted cash | December 31, December 31, 2020 2019 in millions Cash and cash equivalents $ 806 673 Restricted cash included in other current assets 8 8 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 814 681 |
Disposals (Tables)
Disposals (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disposals | |
Schedule of discontinued operations on basic and diluted earnings (loss) per share | Year ended December 31, 2018 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 Series A and Series B Liberty Ventures common stock $ 1.64 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 Series A and Series B Liberty Ventures common stock $ 1.62 |
Discontinued Operations Split-Off | 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): Year ended December 31, 2018 Earnings (loss) before income taxes $ 187 Income tax (expense) benefit $ (46) |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | December 31, 2020 December 31, 2019 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 $ 290 290 — 339 339 — Indemnification asset (1) $ 345 — 345 202 — 202 Debt $ 1,750 — 1,750 1,557 — 1,557 (1) The indemnification asset is included in Other current assets on the consolidated balance sheets as of December 31, 2020 and 2019. |
Summary of realized and unrealized gains (losses) on financial instruments | Years ended December 31, 2020 2019 2018 amounts in millions Equity securities $ (1) (22) 155 Exchangeable senior debentures (277) (337) (3) Indemnification asset 143 123 (70) Other financial instruments 25 (15) (6) $ (110) (251) 76 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 $ 5,228 860 917 12 7,017 Foreign currency translation adjustments — (1) — — (1) Impairment (1) — — (440) — (440) Balance at December 31, 2019 5,228 859 477 12 6,576 Foreign currency translation adjustments — 62 — — 62 Balance at December 31, 2020 $ 5,228 921 477 12 6,638 (1) See discussion of the 2019 impairment below. |
Schedule of Intangible assets subject to amortization | December 31, 2020 December 31, 2019 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 814 (751) 63 764 (624) 140 Customer relationships 3,334 (3,004) 330 3,319 (2,891) 428 Other 1,434 (1,048) 386 1,343 (956) 387 Total $ 5,582 (4,803) 779 5,426 (4,471) 955 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of December 31, 2020, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2021 $ 296 2022 $ 184 2023 $ 120 2024 $ 74 2025 $ 50 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Schedule of debt summarized | Outstanding principal Carrying value December 31, December 31, December 31, 2020 2020 2019 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 285 285 8.25% Senior Debentures due 2030 505 502 502 4% Exchangeable Senior Debentures due 2029 430 362 327 3.75% Exchangeable Senior Debentures due 2030 432 346 318 3.5% Exchangeable Senior Debentures due 2031 — — 422 0.75% Exchangeable Senior Debentures due 2043 — — 2 1.75% Exchangeable Senior Debentures due 2046 332 649 488 Subsidiary level notes and facilities QVC 5.125% Senior Secured Notes due 2022 — — 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 600 600 599 QVC 4.75% Senior Secured Notes due 2027 575 575 — QVC 4.375% Senior Secured Notes due 2028 500 500 — QVC 5.45% Senior Secured Notes due 2034 400 400 399 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 3.5% Exchangeable Senior Debentures due 2031 218 393 — QVC Bank Credit Facilities — — 1,235 Deferred loan costs — (51) (40) Total consolidated Qurate Retail debt $ 6,654 6,936 7,412 Less debt classified as current (1,750) (1,557) Total long-term debt $ 5,186 5,855 |
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): 2021 $ 11 2022 $ 11 2023 $ 761 2024 $ 612 2025 $ 612 |
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, 2020 2019 Senior debentures $ 892 804 QVC senior secured notes $ 4,705 4,011 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Schedule of components of lease expenses | Year ended December 31, 2020 December 31, 2019 in millions Operating lease cost (1) $ 87 78 Finance lease cost Depreciation of leased assets $ 19 20 Interest on lease liabilities 8 9 Total finance lease cost $ 27 29 (1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the financial statements. |
Schedule of remaining weighted-average lease term and weighted-average discount rate | December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Finance leases 8.5 9.2 Operating leases 8.5 9.1 Weighted-average discount rate: Finance leases 5.1% 5.0% Operating leases 5.1% 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, December 31, 2020 2019 in millions Operating leases: Operating lease ROU assets (1) $ 371 397 Current operating lease liabilities (2) $ 63 64 Operating lease liabilities (3) 320 349 Total operating lease liabilities $ 383 413 Finance Leases: Finance lease ROU assets (4) $ 278 282 Finance lease ROU asset accumulated depreciation (4) (141) (129) Finance lease ROU assets, net $ 137 153 Current finance lease liabilities (2) $ 18 18 Finance lease liabilities (3) 150 163 Total finance lease liabilities $ 168 181 (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, 2020 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 86 75 Operating cash flows from finance leases $ 8 9 Financing cash flows from finance leases $ 18 22 ROU assets obtained in exchange for lease obligations Operating leases $ 35 173 Finance leases $ — 16 |
Summary of future lease payments under finance lease | Finance Leases Operating Leases in millions 2021 $ 26 81 2022 26 70 2023 25 62 2024 24 47 2025 22 38 Thereafter 89 190 Total lease payments $ 212 488 Less: imputed interest 44 105 Total lease liabilities $ 168 383 |
Summary of future lease payments under operating lease | Finance Leases Operating Leases in millions 2021 $ 26 81 2022 26 70 2023 25 62 2024 24 47 2025 22 38 Thereafter 89 190 Total lease payments $ 212 488 Less: imputed interest 44 105 Total lease liabilities $ 168 383 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of Components of Income Tax (Expense) Benefit | Years ended December 31, 2020 2019 2018 amounts in millions Current: Federal $ 8 94 (126) State and local (48) (27) (35) Foreign (105) (93) (84) $ (145) (26) (245) Deferred: Federal $ 315 247 131 State and local 26 (5) 57 Foreign 15 1 (3) 356 243 185 Income tax benefit (expense) $ 211 217 (60) |
Summary of Domestic and Foreign Earnings from Continuing Operations before Income Taxes | Years ended December 31, 2020 2019 2018 amounts in millions Domestic $ 735 (858) 683 Foreign 316 236 200 Total $ 1,051 (622) 883 |
Schedule of Effective Income Tax Rate Reconciliation | Years ended December 31, 2020 2019 2018 amounts in millions Computed expected tax benefit (expense) $ (221) 131 (186) State and local income taxes, net of federal income taxes (45) 9 (13) Foreign taxes, net of foreign tax credits 47 (1) (5) Alternative energy tax credits and incentives 139 152 92 Change in valuation allowance affecting tax expense (59) (51) 9 Change in tax rate (15) (23) 61 Corporate realignment 360 — — Change in tax rate - tax loss carryback — 45 — Tax write-off of consolidated subsidiary — 34 — Impairment of intangible asset — (93) — Other, net 5 14 (18) Income tax benefit (expense) $ 211 217 (60) |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2020 2019 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 280 314 Foreign tax credit carryforwards 161 154 Accrued stock compensation 18 22 Operating lease liability 82 84 Other accrued liabilities 54 48 Other 168 186 Deferred tax assets 763 808 Valuation allowance (264) (205) Net deferred tax assets 499 603 Deferred tax liabilities: Investments 31 122 Intangible assets 816 856 Fixed assets 163 106 Discount on exchangeable debentures 714 1,047 Other 102 153 Deferred tax liabilities 1,826 2,284 Net deferred tax liabilities $ 1,327 1,681 |
Schedule of Reconciliation of Unrecognized Tax Benefits | Years ended December 31, 2020 2019 2018 amounts in millions Balance at beginning of year $ 75 70 71 Additions based on tax positions related to the current year 7 5 9 Additions for tax positions of prior years 7 14 2 Reductions for tax positions of prior years (1) (3) — Lapse of statute and settlements (5) (11) (12) Balance at end of year $ 83 75 70 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Schedule of number and weighted average GDFV of option granted | For the Years ended December 31, 2020 2019 2018 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) 4,200 $ 1.96 2,503 $ 4.07 3,783 $ 8.77 Series A Qurate Retail common stock, Zulily employees (1) 618 $ 1.94 328 $ 4.08 336 $ 8.65 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 747 $ 4.86 639 $ 3.97 72 $ 7.31 Series A Qurate Retail common stock, Qurate Retail President and CEO (3) NA NA NA NA 577 $ 7.09 Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) 1,191 $ 4.88 2,134 $ 3.44 NA NA Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA 26 $ 5.84 175 $ 8.84 Series B Ventures Group common stock, Qurate Retail Chairman of the Board (4) NA NA NA NA 143 $ 16.55 (1) Vests semi-annually over four years . (2) Vests between two and five years for employees and in one year for directors. (3) Vested 50% on each of December 15, 2019 and December 15, 2020. (4) The grants made in December 2020 and December 2019 in connection with the Chairman’s new employment agreement cliff vest in December 2024 and December 2023, respectively. The grant made in March 2019 vested immediately. The grants made in 2018 cliff vested at the end of the grant year. Grants made in 2019 and 2018 were in connection with the Chairman’s previous employment agreement (see notes 1 and 11). |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Volatility 2020 grants Qurate Retail options 46.8 % - 54.8 % 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 % |
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, 2020 23,248 $ 21.28 1,844 $ 27.09 Granted 6,756 $ 6.15 — $ — Exercised (1,297) $ 2.95 — $ — Forfeited/Cancelled (5,958) $ 17.12 — $ — Special Dividend adjustment 15,145 $ 11.19 1,182 $ 16.51 December Special Dividend adjustment 2,659 $ 10.56 217 $ 15.39 Outstanding at December 31, 2020 40,553 $ 10.61 4.2 years $ 108 3,243 $ 15.39 2.1 years $ — Exercisable at December 31, 2020 22,874 $ 14.12 2.9 years $ 13 3,243 $ 15.39 2.1 years $ — |
Other Comprehensive Earnings _2
Other Comprehensive Earnings (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2018 $ (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) Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders 111 — 17 (1) 127 Balance at December 31, 2020 $ (70) (5) 57 90 72 |
Schedule of Comprehensive Income (Loss) | Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2020: Foreign currency translation adjustments $ 115 3 118 Recognition of previously unrealized losses (gains) on debt, net (1) — (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments 22 (5) 17 Other comprehensive earnings (loss) $ 136 (2) 134 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 |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Information About Qurate Retail's Operating Segments | |
Performance Measures | Years ended December 31, 2020 2019 2018 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,505 1,547 8,277 1,536 8,544 1,630 QVC International 2,967 510 2,709 446 2,738 429 Zulily 1,636 83 1,571 48 1,817 108 Corporate and other 1,070 58 901 (1) 973 (13) Inter-segment eliminations (1) — — — (2) — Consolidated Qurate Retail $ 14,177 2,198 13,458 2,029 14,070 2,154 |
Other Information By Segment | December 31, 2020 December 31, 2019 Total Capital Total Capital assets expenditures assets expenditures amounts in millions QxH $ 12,393 182 12,774 257 QVC International 2,455 36 2,268 34 Zulily 1,049 23 1,136 23 Corporate and other 1,102 16 1,127 11 Consolidated Qurate Retail $ 16,999 257 17,305 325 |
Reconciliation Of Segment Adjusted OIBDA To Operating income (loss) and Earnings (Loss) From Continuing Operations Before Income Taxes | Years ended December 31, 2020 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 2,198 2,029 2,154 Stock-based compensation (64) (71) (88) Depreciation and amortization (562) (606) (637) Transaction related costs — (1) (72) Impairment of intangible assets and long lived assets — (1,167) (33) Operating income 1,572 184 1,324 Interest expense (408) (374) (381) Share of earnings (loss) of affiliates, net (156) (160) (162) Realized and unrealized gains (losses) on financial instruments, net (110) (251) 76 Gains (losses) on transactions, net 224 (1) 1 Tax sharing income (expense) with Liberty Broadband (39) (26) 32 Other, net (32) 6 (7) Earnings (loss) from continuing operations before income taxes $ 1,051 (622) 883 |
Schedule of Revenue by geographic area | Years ended December 31, 2020 2019 2018 amounts in millions United States $ 11,119 10,666 11,233 Japan 1,132 1,028 947 Germany 978 890 943 Other foreign countries 948 874 947 $ 14,177 13,458 14,070 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2020 2019 amounts in millions United States $ 893 935 Japan 149 153 Germany 150 154 Other foreign countries 108 109 $ 1,300 1,351 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 23, 2018 | Mar. 09, 2018item | |
Basic of presentation | |||||
Number Of Tracking Stock | item | 2 | ||||
Costs associated with QRG Initiatives | $ 41 | ||||
Liberty | |||||
Basic of presentation | |||||
Related Party Transaction, Amounts of Transaction | $ 9 | $ 8 | $ 8 | ||
Liberty Media Corporation and Liberty Broadband Corporation | |||||
Basic of presentation | |||||
Tax sharing payable | $ 129 | $ 95 | |||
QVC common stock | |||||
Basic of presentation | |||||
Share exchange ratio | 1 | ||||
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 |
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 |
Basis of Presentation - Special
Basis of Presentation - Special Dividend (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 20, 2020 | Sep. 14, 2020 | Dec. 31, 2020 |
Basic of presentation | |||
Proceeds from sale of an alternative energy investment | $ 272 | ||
Gain on sale of alternative energy investment | $ 224 | ||
Common Class A and B | |||
Basic of presentation | |||
Dividend per share, cash paid | $ 1.50 | $ 1.50 | |
Dividends paid to common shareholders | $ 625 | $ 626 | |
8.0% Series A Cumulative Redeemable Preferred Stock | |||
Basic of presentation | |||
Preferred shares issued per common share outstanding | 0.03 | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||
Preferred stock par value | $ 0.01 | ||
Liquidation preference per share | 100 | ||
Distribution ratio for the preferred share dividend | $ 3 | ||
Liquidation preference | $ 1,300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance | $ 129 | $ 117 | $ 92 |
Charged to expense | 92 | 130 | 123 |
Other | 4 | 3 | |
Deductions write-offs | (89) | (122) | (101) |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | 132 | 129 | 117 |
Inventory Valuation Reserves | 181 | 152 | |
Property, Plant and Equipment, Gross | 2,989 | 2,806 | |
Depreciation | 199 | 220 | $ 211 |
Land | |||
Property, Plant and Equipment, Gross | 133 | 128 | |
Building and Improvements | |||
Property, Plant and Equipment, Gross | 1,291 | 1,204 | |
Support Equipment | |||
Property, Plant and Equipment, Gross | 1,243 | 1,023 | |
Projects in Progress | |||
Property, Plant and Equipment, Gross | 44 | 169 | |
Finance lease ROU assets | |||
Property, Plant and Equipment, Gross | $ 278 | 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 | 20 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 - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 14,177 | $ 13,458 | $ 14,070 |
Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,069 | 901 | 971 |
QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 8,505 | 8,277 | 8,544 |
QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,967 | 2,709 | 2,738 |
Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,636 | 1,571 | 1,817 |
Home | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 6,121 | 5,214 | 5,510 |
Home | Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 903 | 729 | 791 |
Home | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 3,529 | 3,053 | 3,185 |
Home | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,199 | 1,010 | 1,023 |
Home | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 490 | 422 | 511 |
Beauty | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,058 | 2,016 | 2,020 |
Beauty | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,261 | 1,304 | 1,330 |
Beauty | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 724 | 659 | 640 |
Beauty | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 73 | 53 | 50 |
Apparel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,356 | 2,484 | 2,642 |
Apparel | Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 166 | 172 | 180 |
Apparel | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,170 | 1,291 | 1,325 |
Apparel | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 437 | 439 | 453 |
Apparel | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 583 | 582 | 684 |
Accessories | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,598 | 1,597 | 1,679 |
Accessories | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 944 | 919 | 934 |
Accessories | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 260 | 262 | 273 |
Accessories | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 394 | 416 | 472 |
Electronics | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,208 | 1,261 | 1,271 |
Electronics | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,069 | 1,142 | 1,134 |
Electronics | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 122 | 104 | 119 |
Electronics | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 17 | 15 | 18 |
Jewelry | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 630 | 677 | 740 |
Jewelry | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 363 | 402 | 474 |
Jewelry | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 216 | 221 | 213 |
Jewelry | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 51 | 54 | 53 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 206 | 209 | 208 |
Other revenue | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 169 | 166 | 162 |
Other revenue | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 9 | 14 | 17 |
Other revenue | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 28 | $ 29 | $ 29 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Sales Returns (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |||
Sales returns, beginning balance | $ 261 | $ 266 | $ 267 |
Additions, charged to earnings | 2,188 | 2,336 | 2,434 |
Deductions | (2,149) | (2,341) | (2,435) |
Sales returns, ending balance | 300 | 261 | 266 |
Stock-based compensation | $ 64 | $ 71 | $ 88 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - EPS (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income | $ 1,204 | $ (456) | $ 916 |
Antidilutive securities | 28 | 22 | 25 |
Basic WASO | 416 | 424 | 462 |
Potentially dilutive shares | 5 | 3 | |
Diluted WASO | 421 | 424 | 465 |
Continuing Operations | |||
Net income | $ 1,204 | $ (456) | $ 674 |
Liberty Ventures common stock | |||
Net income | $ 242 | ||
Basic WASO | 86 | ||
Potentially dilutive shares | 1 | ||
Diluted WASO | 87 | ||
Liberty Ventures common stock | Maximum | |||
Antidilutive securities | 1 | ||
Liberty Ventures common stock | Continuing Operations | |||
Net income | $ 101 | ||
Liberty Ventures common stock | Discontinued Operations | |||
Net income | $ 141 |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |||
Fair value of assets acquired | $ (11) | ||
Intangible assets subject to amortization | (4) | ||
Net liabilities assumed | 10 | ||
Deferred tax assets (liabilities) | 5 | ||
Cash paid for interest | $ 392 | $ 360 | 362 |
Cash paid for income taxes | $ 116 | 175 | $ 226 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 806 | $ 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 | $ 814 | $ 681 | $ 660 | $ 912 |
Disposals (Details)
Disposals (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Disposals | |
Earnings (loss) from discontinued operations | $ 141 |
Liberty Broadband | Discontinued Operations Split-Off | |
Disposals | |
Earnings (loss) before income taxes | 187 |
Income tax (expense) benefit | (46) |
Evite | Not Discontinued Operations, Spinoff | |
Disposals | |
Revenue | 3 |
Earnings (loss) from discontinued operations | $ (2) |
Liberty Ventures common stock | GCI Liberty | Discontinued Operations Split-Off | |
Disposals | |
Basic earnings (loss) from discontinued operations | $ / shares | $ 1.64 |
Diluted earnings (loss) from discontinued operations | $ / shares | $ 1.62 |
Maximum | LendingTree | Not Discontinued Operations, Spinoff | |
Disposals | |
Earnings (loss) from discontinued operations | $ 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, 2020 | 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 | $ 290 | $ 339 | |||
Indemnification asset | 345 | 202 | |||
Debt | 1,750 | 1,557 | |||
Recurring | Level 1 | |||||
Assets and liabilities measured at fair value | |||||
Cash equivalents | 290 | 339 | |||
Recurring | Level 2 | |||||
Assets and liabilities measured at fair value | |||||
Indemnification asset | 345 | 202 | |||
Debt | $ 1,750 | $ 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 | ||||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | $ (110) | $ (251) | $ 76 |
Change in fair value of exchangeable senior debentures realized gain | 21 | 1 | 70 |
Cumulative amount of gain (loss) in change in fair value | 193 | ||
Equity securities | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | (1) | (22) | 155 |
Exchangeable senior debentures | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | (277) | (337) | (3) |
Indemnification asset | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | 143 | 123 | (70) |
Other Financial Instruments | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments, net | $ 25 | $ (15) | $ (6) |
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, 2020 | Dec. 31, 2019 | |
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | $ 6,576 | $ 7,017 | |
Foreign currency translation adjustments | 62 | (1) | |
Impairment | (440) | ||
Balance, end of the year | 6,638 | 6,576 | |
Corporate and Other | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 12 | 12 | |
Balance, end of the year | 12 | 12 | |
QxH | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 5,228 | 5,228 | |
Balance, end of the year | 5,228 | 5,228 | |
QVC International | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 859 | 860 | |
Foreign currency translation adjustments | 62 | (1) | |
Balance, end of the year | 921 | 859 | |
Zulily | |||
Changes in the carrying amount of goodwill | |||
Balance, beginning of the year | 477 | 917 | |
Impairment | $ (440) | (440) | |
Balance, end of the year | $ 477 | $ 477 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 5,582 | $ 5,426 |
Accumulated amortization | (4,803) | (4,471) |
Net carrying amount | $ 779 | 955 |
Weighted average useful life at time of acquisition | 9 years | |
Television Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 814 | 764 |
Accumulated amortization | (751) | (624) |
Net carrying amount | 63 | 140 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,334 | 3,319 |
Accumulated amortization | (3,004) | (2,891) |
Net carrying amount | 330 | 428 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,434 | 1,343 |
Accumulated amortization | (1,048) | (956) |
Net carrying amount | $ 386 | $ 387 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | |||
Amortization expense for intangible assets | $ 363 | $ 386 | $ 426 |
Amortization expense for the next five years | |||
2021 | 296 | ||
2022 | 184 | ||
2023 | 120 | ||
2024 | 74 | ||
2025 | $ 50 |
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 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairments of goodwill | $ 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 |
Debt - Debt Table (Details)
Debt - Debt Table (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Aug. 20, 2020 | Apr. 01, 2020 | Feb. 04, 2020 | Dec. 31, 2019 | Nov. 26, 2019 | Sep. 30, 2018 |
Long-term debt | |||||||
Outstanding principal | $ 6,654 | ||||||
Total consolidated debt | 6,936 | $ 7,412 | |||||
Less debt classified as current | (1,750) | (1,557) | |||||
Long-term debt, including current portion | 5,186 | 5,855 | |||||
Deferred loan costs | (51) | (40) | |||||
8.5% Senior Debentures Due 2029 | |||||||
Long-term debt | |||||||
Outstanding principal | 287 | ||||||
Carrying value | $ 285 | 285 | |||||
Debt instrument interest rate | 8.50% | ||||||
8.25% Senior Debentures Due 2030 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 505 | ||||||
Carrying value | $ 502 | 502 | |||||
Debt instrument interest rate | 8.25% | ||||||
4% Exchangeable Senior Debentures Due 2029 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 430 | ||||||
Carrying value | $ 362 | 327 | |||||
Debt instrument interest rate | 4.00% | 4.00% | |||||
3.75% Exchangeable Senior Debentures Due 2030 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 432 | ||||||
Carrying value | $ 346 | 318 | |||||
Debt instrument interest rate | 3.75% | 3.75% | |||||
3.5% Exchangeable Senior Debentures Due 2031 | |||||||
Long-term debt | |||||||
Carrying value | 422 | ||||||
Debt instrument interest rate | 3.50% | ||||||
0.75% Exchangeable Senior Debentures due 2043 | |||||||
Long-term debt | |||||||
Carrying value | $ 2 | ||||||
Debt instrument interest rate | 0.75% | ||||||
1.75% Exchangeable Senior Debentures due 2046 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 332 | ||||||
Carrying value | $ 649 | $ 488 | |||||
Debt instrument interest rate | 1.75% | ||||||
QVC 4.75% Senior Secured Notes Due 2027 | |||||||
Long-term debt | |||||||
Debt instrument interest rate | 4.75% | ||||||
Exchangeable Senior Debentures | |||||||
Long-term debt | |||||||
Less debt classified as current | $ (1,750) | ||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | |||||||
Long-term debt | |||||||
Outstanding principal | 218 | ||||||
Carrying value | $ 393 | ||||||
Debt instrument interest rate | 3.50% | ||||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | |||||||
Long-term debt | |||||||
Carrying value | $ 500 | ||||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | ||||
QVC | QVC 4.375% Senior Secured Notes due 2023 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 750 | ||||||
Carrying value | $ 750 | $ 750 | |||||
Debt instrument interest rate | 4.375% | ||||||
QVC | QVC 4.85% Senior Secured Notes Due 2024 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 600 | ||||||
Carrying value | $ 600 | 600 | |||||
Debt instrument interest rate | 4.85% | ||||||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 600 | ||||||
Carrying value | $ 600 | 599 | |||||
Debt instrument interest rate | 4.45% | ||||||
QVC | QVC 4.75% Senior Secured Notes Due 2027 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 575 | ||||||
Carrying value | 575 | ||||||
Debt instrument interest rate | 4.75% | ||||||
QVC | QVC 4.375% Senior Secured Notes due 2028 | |||||||
Long-term debt | |||||||
Outstanding principal | 500 | ||||||
Carrying value | $ 500 | ||||||
Debt instrument interest rate | 4.375% | 4.375% | |||||
QVC | QVC 5.45% Senior Secured Notes Due 2034 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 400 | ||||||
Carrying value | $ 400 | 399 | |||||
Debt instrument interest rate | 5.45% | ||||||
QVC | QVC 5.95% Senior Secured Notes due 2043 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 300 | ||||||
Carrying value | $ 300 | 300 | |||||
Debt instrument interest rate | 5.95% | ||||||
QVC | QVC 6.375% Senior Secured Notes Due 2067 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 225 | ||||||
Carrying value | $ 225 | 225 | |||||
Debt instrument interest rate | 6.375% | 6.375% | |||||
QVC | QVC 6.25% Senior Secured Notes Due 2068 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 500 | ||||||
Carrying value | $ 500 | 500 | |||||
Debt instrument interest rate | 6.25% | 6.25% | |||||
QVC | QVC Bank Credit Facilities | |||||||
Long-term debt | |||||||
Carrying value | $ 1,235 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 20, 2020USD ($) | Apr. 01, 2020USD ($) | Nov. 26, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2016USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Feb. 04, 2020USD ($) | Dec. 06, 2019USD ($) | Aug. 21, 2014USD ($) |
Long-term debt | ||||||||||||||
Debt, Current | $ 1,750,000,000 | $ 1,557,000,000 | ||||||||||||
Fair value of the swap instruments | 17,000,000 | 1,000,000 | $ 38,000,000 | |||||||||||
Repayments of Long-term Debt | 2,079,000,000 | 3,274,000,000 | 4,395,000,000 | |||||||||||
Loss on extinguishment of debt | (40,000,000) | 1,000,000 | (24,000,000) | |||||||||||
Senior Debentures | ||||||||||||||
Long-term debt | ||||||||||||||
Aggregate unamortized discount and issuance costs | $ 5,000,000 | $ 4,000,000 | ||||||||||||
8.5% Senior Debentures Due 2029 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 8.50% | |||||||||||||
8.25% Senior Debentures Due 2030 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 8.25% | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 4.00% | 4.00% | ||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Adjusted face amount per debenture | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument conversion ratio denominator | $ 917 | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Sprint Corporation | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 3.2265 | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Lumen Technologies | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 0.7860 | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | T-Mobile US, Inc. | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 0.3309 | |||||||||||||
4% Exchangeable Senior Debentures Due 2029 | Lumen Technologies | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 0.7860 | |||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | ||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | $ 1,000 | ||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Adjusted face amount per debenture | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument conversion ratio denominator | $ 940 | |||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Sprint Corporation | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 2.3578 | |||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | T-Mobile US, Inc. | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 0.2419 | |||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | Lumen Technologies | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 0.5746 | 0.5746 | ||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 3.50% | |||||||||||||
0.75% Exchangeable Senior Debentures due 2043 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 0.75% | |||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 1.75% | |||||||||||||
Debt Instrument, Face Amount | $ 750,000,000 | |||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | |||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | Charter | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument, conversion ratio | 2.9317 | |||||||||||||
Exchange Price of Shares Attributable to Debentures | $ / shares | $ 341.10 | |||||||||||||
Exchangeable Senior Debentures | ||||||||||||||
Long-term debt | ||||||||||||||
Debt, Current | $ 1,750,000,000 | |||||||||||||
QVC 4.75% Senior Secured Notes Due 2027 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 4.75% | |||||||||||||
QVC | Interest Rate Swap | ||||||||||||||
Long-term debt | ||||||||||||||
Derivative, Notional Amount | $ 250,000,000 | $ 125,000,000 | $ 250,000,000 | $ 125,000,000 | ||||||||||
Derivative, Term of Contract | 13 months | 3 years | 3 years | |||||||||||
Derivative, Fixed Interest Rate | 1.05% | 1.05% | ||||||||||||
QVC | July 2019 Swap | ||||||||||||||
Long-term debt | ||||||||||||||
Derivative Liability | $ 3,000,000 | |||||||||||||
QVC | Maximum | July 2019 Swap | ||||||||||||||
Long-term debt | ||||||||||||||
Derivative Liability | $ 1,000,000 | |||||||||||||
QVC | Amendment No. 4 QVC Bank Credit Facility | ||||||||||||||
Long-term debt | ||||||||||||||
Maximum borrowing capacity | 2,950,000,000 | |||||||||||||
Remaining borrowing capacity | $ 2,930,000,000 | |||||||||||||
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 | $ 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 | |||||||||||||
line of credit | $ 23,000,000 | |||||||||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 3.50% | |||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | |||||||||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | Adjusted face amount per debenture | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument conversion ratio denominator | 497 | |||||||||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | Motorola Solutions | ||||||||||||||
Long-term debt | ||||||||||||||
principal payment of the debentures | 25,000,000 | 58,000,000 | ||||||||||||
Payments for settlement of fraction notes | 49,000,000 | $ 99,000,000 | ||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | |||||||||||||
Debt instrument, conversion ratio | 5.2598 | |||||||||||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 5.125% | 5.125% | 5.125% | |||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||||||
Repayments of Long-term Debt | $ 500,000,000 | |||||||||||||
Loss on extinguishment of debt | $ (42,000,000) | |||||||||||||
QVC | QVC 4.375% Senior Secured Notes due 2023 | ||||||||||||||
Long-term debt | ||||||||||||||
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 | ||||||||||||||
Interest rate (as a percent) | 4.85% | |||||||||||||
QVC | QVC 4.45% Senior Secured Notes Due 2025 | ||||||||||||||
Long-term debt | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
Interest rate (as a percent) | 6.375% | 6.375% | ||||||||||||
Debt instrument, term | 5 years | |||||||||||||
Debt Instrument, Face Amount | $ 225,000,000 | |||||||||||||
QVC | QVC 6.25% Senior Secured Notes Due 2068 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 6.25% | 6.25% | ||||||||||||
Debt instrument, term | 5 years | |||||||||||||
Debt Instrument, Face Amount | $ 435,000,000 | $ 500,000,000 | ||||||||||||
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 | QVC 4.375% Senior Secured Notes due 2028 | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 4.375% | 4.375% | ||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||||||
QVC | Standby Letters of Credit | ||||||||||||||
Long-term debt | ||||||||||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||||||||
QVC | Promissory note | ||||||||||||||
Long-term debt | ||||||||||||||
Interest rate (as a percent) | 0.48% | |||||||||||||
Debt Instrument, Face Amount | $ 1,800,000,000 | |||||||||||||
QVC | Underwriters | QVC 6.25% Senior Secured Notes Due 2068 | ||||||||||||||
Long-term debt | ||||||||||||||
Debt Instrument, Face Amount | $ 65,000,000 | |||||||||||||
T-Mobile US, Inc. | Sprint Corporation | 4% Exchangeable Senior Debentures Due 2029 | ||||||||||||||
Long-term debt | ||||||||||||||
Acquisition, conversion ratio of shares | 0.10256 | |||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 |
Debt - Debt Securities That Are
Debt - Debt Securities That Are Not Reported At Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term debt | ||
2021 | $ 11 | |
2022 | 11 | |
2023 | 761 | |
2024 | 612 | |
2025 | 612 | |
Senior Debentures | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | 892 | $ 804 |
QVC Senior Secured Notes | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | $ 4,705 | $ 4,011 |
Leases - Remaining Lease Term A
Leases - Remaining Lease Term And Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Leases | ||||
Lease, Practical Expedients, Package [true false] | true | |||
Lease, Practical Expedient, Use of Hindsight [true false] | false | |||
Right of use asset | $ 371 | $ 397 | ||
Short term operating lease liabilities | 63 | 64 | ||
Operating lease liabilities (3) | $ 320 | 349 | ||
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 | $ 87 | 78 | ||
Finance lease cost | ||||
Depreciation of leased assets | 19 | 20 | ||
Interest on lease liabilities | 8 | 9 | ||
Total finance lease cost | $ 27 | $ 29 | ||
Rent expense | $ 80 | |||
Minimum | ||||
Leases | ||||
Operating lease, remaining lease term | 1 year | |||
Finance lease, remaining lease term | 1 year | |||
Maximum | ||||
Leases | ||||
Operating lease, remaining lease term | 14 years | |||
Finance lease, remaining lease term | 14 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 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Leases | ||||
Right of use asset | $ 287 | |||
Short term operating lease liabilities | 51 | |||
Operating lease liabilities (3) | 259 | |||
Deferred Rent | $ 23 |
Leases - Weighted- Average Rema
Leases - Weighted- Average Remaining Lease Term And Discount Rate (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | ||
Finance leases - Weighted-average remaining lease term (in years) | 8 years 6 months | 9 years 2 months 12 days |
Operating leases -Weighted-average remaining lease term (in years) | 8 years 6 months | 9 years 1 month 6 days |
Finance leases - Weighted-average discount rate | 5.10% | 5.00% |
Operating leases - Weighted-average discount rate | 5.10% | 4.90% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | ||
Operating lease ROU assets (1) | $ 371 | $ 397 |
Operating lease ROU asset location | us-gaap:OtherAssetsNoncurrent | |
Current operating lease liabilities (2) | $ 63 | $ 64 |
Current operating lease location | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Operating lease liabilities (3) | $ 320 | $ 349 |
Operating lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Total operating lease liabilities | $ 383 | $ 413 |
Property and equipment, at cost | 2,989 | 2,806 |
Accumulated depreciation | (1,689) | (1,455) |
Property and equipment, net | 1,300 | 1,351 |
Current finance lease liabilities (2) | $ 18 | 18 |
Finance lease current liabilities location | us-gaap:OtherLiabilitiesCurrent | |
Finance lease liabilities (3) | $ 150 | 163 |
Finance lease liabilities location | us-gaap:OtherLiabilitiesNoncurrent | |
Total finance lease liabilities | $ 168 | 181 |
Finance lease ROU assets | ||
Leases | ||
Property and equipment, at cost | 278 | 282 |
Accumulated depreciation | (141) | (129) |
Property and equipment, net | $ 137 | $ 153 |
Finance Lease ROU asset location | us-gaap:PropertyPlantAndEquipmentNet |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 86 | $ 75 |
Operating cash flows from finance leases | 8 | 9 |
Financing cash flows from finance leases | 18 | 22 |
Operating leases- ROU assets obtained in exchange for lease obligations | $ 35 | 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) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Future lease payments under finance leases | ||
2021 | $ 26 | |
2022 | 26 | |
2023 | 25 | |
2024 | 24 | |
2025 | 22 | |
Thereafter | 89 | |
Total lease payments | 212 | |
Less: imputed interest | 44 | |
Total finance lease liabilities | 168 | $ 181 |
Future lease payments under operating leases | ||
2021 | 81 | |
2022 | 70 | |
2023 | 62 | |
2024 | 47 | |
2025 | 38 | |
Thereafter | 190 | |
Total lease payments | 488 | |
Less: imputed interest | 105 | |
Total operating lease liabilities | $ 383 | $ 413 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Millions, $ in Millions | Oct. 05, 2018USD ($)ft²item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Leases | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 35 | $ 173 | |
Operating lease liability | $ 383 | $ 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 Obtained in Exchange for Operating Lease Liability | $ 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit) [Abstract] | |||
Current Federal | $ 8 | $ 94 | $ (126) |
Current State and Local | (48) | (27) | (35) |
Current Foreign | (105) | (93) | (84) |
Current Income Tax Expense (Benefit) | (145) | (26) | (245) |
Deferred Federal | 315 | 247 | 131 |
Deferred State and Local | 26 | (5) | 57 |
Deferred Foreign | 15 | 1 | (3) |
Deferred Income Tax Expense (Benefit) | 356 | 243 | 185 |
Income tax benefit (expense) | 211 | 217 | (60) |
Domestic | 735 | (858) | 683 |
Foreign | 316 | 236 | 200 |
Earnings (loss) before income taxes | $ 1,051 | $ (622) | $ 883 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation | |||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Computed expected tax benefit (expense) | $ (221) | $ 131 | $ (186) |
State and local income taxes, net of federal income taxes | (45) | 9 | (13) |
Foreign taxes, net of foreign tax credits | 47 | (1) | (5) |
Alternative energy tax credits | 139 | 152 | 92 |
Change in valuation allowance affecting tax expense | (59) | (51) | 9 |
Change in tax rate | (15) | (23) | 61 |
Corporate realignment | 360 | ||
Change in tax rate - tax loss carryback | 45 | ||
Tax write-off of consolidated subsidiary | 34 | ||
Impairment of intangible asset | (93) | ||
Other, net | 5 | 14 | (18) |
Income tax benefit (expense) | $ 211 | $ 217 | $ (60) |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Tax losses and capital loss carryforwards | $ 280 | $ 314 |
Foreign tax credit carryforwards | 161 | 154 |
Accrued stock compensation | 18 | 22 |
Operating lease liability | 82 | 84 |
Other accrued liabilities | 54 | 48 |
Other future deductible amounts | 168 | 186 |
Deferred tax assets | 763 | 808 |
Valuation allowance | (264) | (205) |
Net deferred tax assets | 499 | 603 |
Investments | 31 | 122 |
Intangible assets | 816 | 856 |
Fixed assets | 163 | 106 |
Discount on exchangeable debentures | 714 | 1,047 |
Other | 102 | 153 |
Deferred tax liabilities | 1,826 | 2,284 |
Deferred tax liabilities | 1,327 | $ 1,681 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 59 | |
Deferred tax assets net operating loss subject to expiration | 272 | |
Deferred tax assets, net operating loss not subject to expiration | 8 | |
Operating Loss Carryforwards, Valuation Allowance | 187 | |
Foreign tax credit carryforward valuation allowance | $ 76 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Uncertainties [Abstract] | |||
Balance at beginning of year | $ 75 | $ 70 | $ 71 |
Additions based on tax positions related to the current year | 7 | 5 | 9 |
Additions for tax positions of prior years | 7 | 14 | 2 |
Reductions for tax positions of prior years | (1) | (3) | |
Lapse of statute and settlements | (5) | (11) | (12) |
Balance at end of year | 83 | 75 | 70 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 66 | 61 | 56 |
Reasonably possible change in unrecognized tax benefit within 12 months | 3 | ||
Accrued interest and penalties related to uncertain tax positions | $ 25 | $ 23 | $ 20 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Sep. 14, 2020$ / shares | Dec. 31, 2020itemshares | Feb. 18, 2021$ / shares |
Subsequent Event | |||
Preferred Stock | |||
Dividends Payable, Amount Per Share | $ / shares | $ 2 | ||
8.0% Series A Cumulative Redeemable Preferred Stock | |||
Preferred Stock | |||
Preferred stock authorized | 13,500,000 | ||
Preferred shares issued | 12,513,752 | ||
Preferred shares outstanding | 12,513,752 | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||
Dividend redemption period | 30 days | ||
Liquidation preference per share | $ / shares | $ 100 | ||
Minimum liquidation price excess for certain director election rights | 25.00% | ||
Number of consecutive dividend periods without dividends that will certain director elections rights | item | 2 | ||
8.0% Series A Cumulative Redeemable Preferred Stock | On or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary | |||
Preferred Stock | |||
Redemption price | 4.00% | ||
8.0% Series A Cumulative Redeemable Preferred Stock | On or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary | |||
Preferred Stock | |||
Redemption price | 2.00% | ||
8.0% Series A Cumulative Redeemable Preferred Stock | On or after the seventh anniversary of the Original Issue Date | |||
Preferred Stock | |||
Redemption price | 0.00% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2020USD ($)Voteshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | May 23, 2018shares | Mar. 09, 2018 | Jun. 02, 2015shares | |
Class of Stock [Line Items] | ||||||
Capital stock authorized for issuance | 8,200,000,000 | 9,015,000,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 43,800,000 | 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 | 382,165,550 | 386,691,461 | ||||
Common Stock, Shares, Outstanding | 382,165,550 | 386,691,461 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000,000 | |||||
Stock Repurchased and Retired During Period, Shares | 6,521,782 | 24,329,610 | 43,080,787 | |||
Stock Repurchased and Retired During Period, Value | $ | $ 70 | $ 392 | $ 988 | |||
Common Class A | Stock Option | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 40,600,000 | |||||
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 | 29,366,492 | 29,278,424 | ||||
Common Stock, Shares, Outstanding | 29,366,492 | 29,278,424 | ||||
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 | 3,200,000 | |||||
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 authorized | 4,000,000,000 | |||||
Common Stock, Shares, Issued | 0 | |||||
Common Stock, Shares, Outstanding | 0 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 |
Related Party Transactions wi_2
Related Party Transactions with Officers and Directors (Details) | Nov. 17, 2020USD ($) | Aug. 13, 2018$ / sharesshares | Sep. 27, 2015$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)tranche$ / sharesshares | Dec. 31, 2020USD ($) |
CEO | ||||||
Employment agreement term | 1 year | 5 years | ||||
Officers' Compensation | $ 1,500,000 | $ 1,250,000 | ||||
Annual target cash bonus | 100.00% | 100.00% | ||||
Percentage of base salary which can be paid as maximum bonus | 240.00% | |||||
CEO | Liberty | ||||||
Employment agreement term | 5 years | |||||
Annual base salary | $ 3,000,000 | |||||
One-time cash commitment bonus | 5,000,000 | |||||
Annual target cash performance bonus | 17,000,000 | |||||
Equity award aggregate grant date fair value | $ 90,000,000 | |||||
Number of equal tranches at which award is granted | tranche | 2 | |||||
Restricted Stock Units (RSUs) | CEO | ||||||
Officers' Compensation | $ 4,125,000 | |||||
Performance Shares | CEO | ||||||
Grants in period | shares | 182,983 | |||||
Vested in period | shares | 152,825 | |||||
Target value of equity awards entitled to be received | $ 5,500,000 | |||||
Performance Shares | Maximum | CEO | ||||||
Target value of equity awards entitled to be received | 8,300,000 | |||||
Time-based RSUs | CEO | ||||||
Target value of equity awards entitled to be received | $ 5,500,000 | |||||
Time-vested options and/or performance-based RSUs | CEO | Liberty | ||||||
Aggregate grant date fair value | $ 17,500,000 | |||||
Stock Option | CEO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | |||||
Options granted | shares | 577,358 | 1,680,065 | ||||
Option exercise price | $ / shares | $ 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% | ||||
2019 term awards | CEO | Liberty | ||||||
Aggregate grant date fair value | $ 8,550,000 | |||||
Granted | shares | 2,133,697 | |||||
Exercise price | $ / shares | $ 8.17 | |||||
2020 term awards | CEO | Liberty | ||||||
Aggregate grant date fair value | $ 5,850,000 | |||||
Granted | shares | 1,190,529 | |||||
Exercise price | $ / shares | $ 10.34 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 14, 2020 | Aug. 13, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock-based compensation | |||||||
Share-based Compensation Expense | $ 64 | $ 71 | $ 88 | ||||
RSA and RSU | |||||||
Stock-based compensation | |||||||
Dividend per share, cash paid | $ 1.50 | $ 1.50 | |||||
Performance Shares | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | 1 year | 1 year | ||||
CEO | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs granted | 182,983 | ||||||
Common Class A | |||||||
Stock-based compensation | |||||||
Options Granted | 6,756,000 | ||||||
Common Class A | RSA and RSU | |||||||
Stock-based compensation | |||||||
RSUs GDFV | $ 7.32 | $ 7.32 | |||||
Nonvested awards, number | 12,700,000 | 12,700,000 | |||||
Common Class A | QVC and HSN employees | |||||||
Stock-based compensation | |||||||
Award vesting period | 4 years | ||||||
Options Granted | 4,200,000 | 2,503,000 | 3,783,000 | ||||
Weighted Average GDFV | $ 1.96 | $ 4.07 | $ 8.77 | ||||
Common Class A | Zulily Employees | |||||||
Stock-based compensation | |||||||
Award vesting period | 4 years | ||||||
Options Granted | 618,000 | 328,000 | 336,000 | ||||
Weighted Average GDFV | $ 1.94 | $ 4.08 | $ 8.65 | ||||
Common Class A | Qurate Retail Employees and Directors | |||||||
Stock-based compensation | |||||||
Options Granted | 747,000 | 639,000 | 72,000 | ||||
Weighted Average GDFV | $ 4.86 | $ 3.97 | $ 7.31 | ||||
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 President and CEO | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs granted | 725,000 | 191,000 | |||||
RSUs GDFV | $ 4.44 | $ 4.44 | $ 17.90 | ||||
Common Class A | Qurate Retail Chairman Of Board | |||||||
Stock-based compensation | |||||||
Options Granted | 1,191,000 | 2,134,000 | |||||
Weighted Average GDFV | $ 4.88 | $ 3.44 | |||||
Common Class A | Liberty Employees | Minimum | |||||||
Stock-based compensation | |||||||
Award vesting period | 2 years | ||||||
Common Class A | Liberty Employees | Maximum | |||||||
Stock-based compensation | |||||||
Award vesting period | 5 years | ||||||
Common Class A | Board of Directors Chairman | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs granted | 584,000 | ||||||
RSUs GDFV | 4.44 | $ 4.44 | |||||
Common Class A | Board of Directors Chairman | Time-based RSUs | |||||||
Stock-based compensation | |||||||
RSUs granted | 38,000 | ||||||
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 | Liberty directors | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | ||||||
Common Class B | Board of Directors Chairman | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs granted | 194,000 | 124,000 | |||||
RSUs GDFV | $ 17.90 | $ 27.56 | |||||
Common Class B | Board of Directors Chairman | Time-based RSUs | |||||||
Stock-based compensation | |||||||
RSUs granted | 19,000 | ||||||
RSUs GDFV | $ 17.90 | ||||||
Common Class B | Qurate Retail Chairman Of Board | |||||||
Stock-based compensation | |||||||
Options Granted | 26,000 | 175,000 | |||||
Weighted Average GDFV | $ 5.84 | $ 8.84 | |||||
Common Class A and B | |||||||
Stock-based compensation | |||||||
Number of shares reserved for issuance | 30,000,000 | 30,000,000 | |||||
Common Class A and B | Minimum | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | ||||||
Term | 7 years | ||||||
Common Class A and B | Maximum | |||||||
Stock-based compensation | |||||||
Award vesting period | 5 years | ||||||
Term | 10 years | ||||||
8.0% Series A Cumulative Redeemable Preferred Stock | |||||||
Stock-based compensation | |||||||
Preferred Stock Dividends Per Share Shares Issued | 0.03 | ||||||
8.0% Series A Cumulative Redeemable Preferred Stock | RSA and RSU | |||||||
Stock-based compensation | |||||||
Preferred Stock Dividends Per Share Shares Issued | 0.03 | ||||||
Nonvested awards, number | 373 | 373 | |||||
8.0% Series A Cumulative Redeemable Preferred Stock | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
Nonvested awards, number | 300 | 300 | |||||
Liberty Ventures common stock | Common Class B | Qurate Retail Chairman Of Board | |||||||
Stock-based compensation | |||||||
Options Granted | 143,000 | ||||||
Weighted Average GDFV | $ 16.55 |
Stock-Based Compensations - Gra
Stock-Based Compensations - Grants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | |||
Dividend rate | 0.00% | 0.00% | 0.00% |
Volatility Rate, Minimum | 46.80% | 30.10% | 29.70% |
Volatility Rate, Maximum | 54.80% | 44.80% | 30.50% |
Liberty Ventures common stock | |||
Stock-based compensation | |||
Volatility Rate, Minimum | 27.90% | ||
Volatility Rate, Maximum | 27.90% | ||
Common Class A | |||
Number of options | |||
Outstanding at beginning of period | 23,248 | ||
Granted | 6,756 | ||
Exercised | (1,297) | ||
Forfeited/Cancelled | (5,958) | ||
Special Dividend adjustment | 15,145 | ||
December Special Dividend adjustment | 2,659 | ||
Outstanding at end of period | 40,553 | 23,248 | |
Exercisable at end of period | 22,874 | ||
WAEP | |||
Outstanding at beginning of period | $ 21.28 | ||
Exercise price | 6.15 | ||
Exercised | 2.95 | ||
Forfeited/Cancelled | 17.12 | ||
Special Dividend adjustment | 11.19 | ||
December Special Dividend adjustment | 10.56 | ||
Outstanding at end of period | 10.61 | $ 21.28 | |
Exercisable at end of period | $ 14.12 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 4 years 2 months 12 days | ||
Weighted average remaining life - options exercisable | 2 years 10 months 24 days | ||
Aggregate intrinsic value of options outstanding | $ 108 | ||
Aggregate intrinsic value of options exercisable | $ 13 | ||
Common Class B | |||
Number of options | |||
Outstanding at beginning of period | 1,844 | ||
Special Dividend adjustment | 1,182 | ||
December Special Dividend adjustment | 217 | ||
Outstanding at end of period | 3,243 | 1,844 | |
Exercisable at end of period | 3,243 | ||
WAEP | |||
Outstanding at beginning of period | $ 27.09 | ||
Special Dividend adjustment | 16.51 | ||
December Special Dividend adjustment | 15.39 | ||
Outstanding at end of period | 15.39 | $ 27.09 | |
Exercisable at end of period | $ 15.39 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 2 years 1 month 6 days | ||
Weighted average remaining life - options exercisable | 2 years 1 month 6 days | ||
Minimum | |||
Stock-based compensation | |||
Expected term | 5 years 2 months 12 days | 5 years 2 months 12 days | 5 years 2 months 12 days |
Maximum | |||
Stock-based compensation | |||
Expected term | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 23, 2018 | Jun. 02, 2015 | |
Stock-based compensation | |||||
Total unrecognized compensation cost related to unvested Awards | $ 106 | ||||
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 10 months 24 days | ||||
Shares reserved for future issuance upon exercise of stock options | 43,800,000 | 8,150,000,000 | 8,965,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 7 | $ 2 | $ 28 | ||
Common Class A | |||||
Stock-based compensation | |||||
Shares reserved for future issuance upon exercise of stock options | 4,000,000,000 | ||||
Common Class B | |||||
Stock-based compensation | |||||
Shares reserved for future issuance upon exercise of stock options | 150,000,000 | ||||
RSA and RSU | |||||
Stock-based compensation | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value | $ 17 | $ 25 | $ 64 | ||
RSA and RSU | Common Class A | |||||
Stock-based compensation | |||||
Nonvested awards, number | 12,700,000 | ||||
RSUs GDFV | $ 7.32 | ||||
RSA and RSU | 8.0% Series A Cumulative Redeemable Preferred Stock | |||||
Stock-based compensation | |||||
Nonvested awards, number | 373 | ||||
Restricted Stock Units (RSUs) | 8.0% Series A Cumulative Redeemable Preferred Stock | |||||
Stock-based compensation | |||||
Nonvested awards, number | 300 | ||||
Incremental cost | $ 48.88 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plans. | |||
Employer cash contributions | $ 28 | $ 25 | $ 26 |
Other Comprehensive Earnings _3
Other Comprehensive Earnings (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | $ 4,972 | $ 5,744 | $ 10,083 |
Balance | 3,733 | 4,972 | 5,744 |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Foreign currency translation adjustments, Before-tax amount | 115 | (49) | |
Foreign currency translation adjustments, Tax (expense) benefit | 3 | 1 | 1 |
Foreign currency translation adjustments, Net-of-tax amount | 118 | 1 | (48) |
Gain (loss) on changes in fair value | (1) | (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) | (1) | 16 |
Share of other comprehensive earnings (loss) of equity affiliates, Before-tax amount | (3) | ||
Share of other comprehensive earnings (loss) of equity affiliates, Tax (expense) benefit | 1 | ||
Share of other comprehensive earnings (loss) of equity affiliates, Net-of-tax amount | (2) | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Before-tax amount | 22 | 1 | 50 |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Tax (expense) benefit | (5) | (12) | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Net of tax amount | 17 | 1 | 38 |
Other comprehensive earnings (loss), Before-tax amount | 136 | 19 | |
Other Comprehensive earnings (loss), Tax (expense) benefit | (2) | 1 | (15) |
Other comprehensive earnings (loss) | 134 | 1 | 4 |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 6 | ||
Balance | 6 | ||
Accumulated Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | (181) | (180) | (130) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 111 | (1) | (50) |
Balance | (70) | (181) | (180) |
Accumulated other comprehensive income (loss) of equity method affiliates | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | (5) | (5) | (3) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (2) | ||
Balance | (5) | (5) | (5) |
Comprehensive Earnings Loss Attributable To Debt Credit Risk Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 40 | 38 | |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 17 | 2 | 38 |
Balance | 57 | 40 | 38 |
Other | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 91 | 92 | |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (1) | (1) | 16 |
Balance | 90 | 91 | 92 |
Other | Cumulative Effect, Period of Adoption, Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 76 | ||
Balance | 76 | ||
Accumulated Other Comprehensive Earnings (Loss) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | (55) | (55) | (133) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | 127 | 2 | |
Balance | 72 | (55) | (55) |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Other comprehensive earnings (loss) | $ 127 | 2 | |
Accumulated Other Comprehensive Earnings (Loss) | Cumulative Effect, Period of Adoption, Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | $ 76 | ||
Balance | $ 76 |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments - Performance Measures By Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Information about Qurate Retail's operating segments | |||
Total revenue, net | $ 14,177 | $ 13,458 | $ 14,070 |
Adjusted OIBDA | 2,198 | 2,029 | 2,154 |
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,070 | 901 | 973 |
Adjusted OIBDA | 58 | (1) | (13) |
Inter-group Eliminations. | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | (1) | (2) | |
QxH | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 8,505 | 8,277 | 8,544 |
QxH | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 8,505 | 8,277 | 8,544 |
Adjusted OIBDA | 1,547 | 1,536 | 1,630 |
QVC International | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 2,967 | 2,709 | 2,738 |
QVC International | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 2,967 | 2,709 | 2,738 |
Adjusted OIBDA | 510 | 446 | 429 |
Zulily | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,636 | 1,571 | 1,817 |
Zulily | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,636 | 1,571 | 1,817 |
Adjusted OIBDA | $ 83 | $ 48 | $ 108 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Information about Qurate Retail's operating segments | |||
Total assets | $ 16,999 | $ 17,305 | |
Capital expenditures | 257 | 325 | $ 275 |
Operating Segments | QxH | |||
Information about Qurate Retail's operating segments | |||
Total assets | 12,393 | 12,774 | |
Capital expenditures | 182 | 257 | |
Operating Segments | QVC International | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,455 | 2,268 | |
Capital expenditures | 36 | 34 | |
Operating Segments | Zulily | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,049 | 1,136 | |
Capital expenditures | 23 | 23 | |
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,102 | 1,127 | |
Capital expenditures | $ 16 | $ 11 |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Information About Qurate Retail's Operating Segments | |||
Adjusted OIBDA | $ 2,198 | $ 2,029 | $ 2,154 |
Stock-based compensation | (64) | (71) | (88) |
Depreciation and amortization | (562) | (606) | (637) |
Transaction related costs | (1) | (72) | |
Impairment of intangible assets and long lived assets | (1,167) | (33) | |
Operating income | 1,572 | 184 | 1,324 |
Interest expense | (408) | (374) | (381) |
Share of earnings (loss) of affiliates, net | (156) | (160) | (162) |
Realized and unrealized gains (losses) on financial instruments, net | (110) | (251) | 76 |
Gains (losses) on transactions, net | 224 | (1) | 1 |
Tax sharing income (expense) with Liberty Broadband | (39) | (26) | 32 |
Other, net | (32) | 6 | (7) |
Earnings (loss) before income taxes | $ 1,051 | $ (622) | $ 883 |
Information About Qurate Reta_6
Information About Qurate Retail's Operating Segments - Information By Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Information about Qurate Retail's operating segments | |||
Total revenue, net | $ 14,177 | $ 13,458 | $ 14,070 |
Long-Lived Assets | 1,300 | 1,351 | |
United States | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 11,119 | 10,666 | 11,233 |
Long-Lived Assets | 893 | 935 | |
Japan | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,132 | 1,028 | 947 |
Long-Lived Assets | 149 | 153 | |
Germany | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 978 | 890 | 943 |
Long-Lived Assets | 150 | 154 | |
Other Foreign Countries | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 948 | 874 | $ 947 |
Long-Lived Assets | $ 108 | $ 109 |