Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | $ 4.8 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Denver, CO | ||
Auditor Firm ID | 185 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
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 | 371,132,684 | ||
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 | 8,163,190 | ||
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, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 587 | $ 806 |
Trade and other receivables, net | 1,679 | 1,640 |
Inventory, net | 1,623 | 1,301 |
Indemnification agreement receivable | 324 | 345 |
Other current assets | 235 | 473 |
Total current assets | 4,448 | 4,565 |
Property and equipment | 2,601 | 2,989 |
Accumulated depreciation | (1,524) | (1,689) |
Property and equipment, net | 1,077 | 1,300 |
Intangible assets not subject to amortization (note 5): | ||
Goodwill | 6,339 | 6,638 |
Tradenames | 3,038 | 3,168 |
Intangible assets not subject to amortization | 9,377 | 9,806 |
Intangible assets subject to amortization, net (note 5) | 745 | 779 |
Other assets, at cost, net of accumulated amortization | 602 | 549 |
Total assets | 16,249 | 16,999 |
Current liabilities: | ||
Accounts payable | 1,429 | 1,305 |
Accrued liabilities | 1,236 | 1,418 |
Current portion of debt, including $1,315 million and $1,750 million measured at fair value (note 6) | 1,315 | 1,750 |
Other current liabilities | 244 | 231 |
Total current liabilities | 4,224 | 4,704 |
Long-term debt (note 6) | 5,674 | 5,186 |
Deferred income tax liabilities (note 8) | 1,353 | 1,359 |
Preferred stock (note 9) | 1,261 | 1,249 |
Other liabilities | 707 | 768 |
Total liabilities | 13,219 | 13,266 |
Stockholders' equity : | ||
Accumulated other comprehensive earnings (loss), net of taxes | (79) | 72 |
Retained earnings | 2,969 | 3,522 |
Total stockholders' equity | 2,894 | 3,598 |
Noncontrolling interests in equity of subsidiaries | 136 | 135 |
Total equity | 3,030 | 3,733 |
Commitments and contingencies (note 14) | ||
Total liabilities and equity | 16,249 | 16,999 |
Common Class A | ||
Stockholders' equity : | ||
Common stock value | 4 | 4 |
Common Class B | ||
Stockholders' equity : | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 107 | $ 132 |
Current portion of debt, fair value | $ 1,315 | $ 1,750 |
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 | 371,132,684 | 382,165,550 |
Common stock, shares outstanding | 371,132,684 | 382,165,550 |
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 | 8,163,190 | 29,366,492 |
Common stock, shares outstanding | 8,163,190 | 29,366,492 |
Common Class C | ||
Common stock, shares authorized | 4,000,000,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue, net | $ 14,044 | $ 14,177 | $ 13,458 |
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) | $ 9,231 | $ 9,291 | $ 8,899 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 875 | $ 867 | $ 844 |
Selling, general and administrative, including stock-based compensation | 1,930 | 1,885 | 1,758 |
Impairment of intangible assets and long lived assets | 363 | 1,167 | |
Fire related costs, net (note 14) | 21 | ||
Depreciation and amortization | 537 | 562 | 606 |
Total operating costs and expenses | 12,957 | 12,605 | 13,274 |
Operating income (loss) | 1,087 | 1,572 | 184 |
Other income (expense): | |||
Interest expense | (468) | (408) | (374) |
Share of earnings (losses) of affiliates, net | (94) | (156) | (160) |
Realized and unrealized gains (losses) on financial instruments, net (note 5) | 99 | (110) | (251) |
Gains (losses) on transactions, net | 10 | 224 | (1) |
Tax sharing income (expense) with Liberty Broadband | 10 | (39) | (26) |
Other, net | (6) | (32) | 6 |
Total other income (expense) | (449) | (521) | (806) |
Earnings (loss) from continuing operations before income taxes | 638 | 1,051 | (622) |
Income tax (expense) benefit (note 8) | (217) | 211 | 217 |
Net earnings (loss) | 421 | 1,262 | (405) |
Less net earnings (loss) attributable to the noncontrolling interests | 81 | 58 | 51 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 340 | $ 1,204 | $ (456) |
Earnings (Loss) Per Common Share | |||
Basic net earnings (loss) attributable to Qurate Retail, Inc. shareholders per common share (note 2): | $ 0.84 | $ 2.89 | $ (1.08) |
Diluted net earnings (loss) attributable to Qurate Retail, Inc. shareholders per common share (note 2): | $ 0.82 | $ 2.86 | $ (1.08) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements Of Comprehensive Earnings (Loss) | |||
Net earnings (loss) | $ 421 | $ 1,262 | $ (405) |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | (128) | 118 | 1 |
Recognition of previously unrealized losses (gains) on debt, net | (1) | (1) | (1) |
Comprehensive earnings (loss) attributable to debt credit risk adjustments (note 13) | (36) | 17 | 1 |
Other comprehensive earnings (loss) | (165) | 134 | 1 |
Comprehensive earnings (loss) | 256 | 1,396 | (404) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 67 | 65 | 52 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 189 | $ 1,331 | $ (456) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 421 | $ 1,262 | $ (405) |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 537 | 562 | 606 |
Impairment of intangible assets and long lived assets | 363 | 1,167 | |
Stock-based compensation | 72 | 64 | 71 |
Noncash interest expense | 10 | 7 | 5 |
Share of (earnings) losses of affiliates, net | 94 | 156 | 160 |
Realized and unrealized (gains) losses on financial instruments, net | (99) | 110 | 251 |
(Gains) losses on transactions, net | (10) | (224) | 1 |
(Gains) losses on extinguishment of debt | 1 | 40 | (1) |
Deferred income tax expense (benefit) | (4) | (356) | (243) |
Other noncash charges (credits), net | 22 | 8 | 9 |
Insurance proceeds received for inventory loss | 100 | ||
Changes in operating assets and liabilities | |||
Decrease (increase) in accounts receivable | 27 | 232 | (18) |
Decrease (increase) in inventory | (440) | 133 | 62 |
Decrease (increase) in prepaid expenses and other assets | 76 | 39 | 15 |
(Decrease) increase in trade accounts payable | 147 | 185 | (122) |
(Decrease) increase in accrued and other liabilities | (92) | 237 | (274) |
Net cash provided (used) by operating activities | 1,225 | 2,455 | 1,284 |
Cash flows from investing activities: | |||
Cash proceeds from dispositions of investments | 81 | 271 | |
Investments in and loans to cost and equity investees | (202) | (119) | (141) |
Capital expenditures | (244) | (257) | (325) |
Expenditures for television distribution rights | (187) | (56) | (134) |
Proceeds from sale of fixed assets | 54 | ||
Other investing activities, net | (3) | ||
Net cash provided (used) by investing activities | (501) | (161) | (600) |
Cash flows from financing activities: | |||
Borrowings of debt | 1,037 | 1,300 | 3,161 |
Repayments of debt | (594) | (2,079) | (3,274) |
Repurchases of Qurate Retail common stock | (365) | (70) | (392) |
Withholding taxes on net share settlements of stock-based compensation | (29) | (7) | (7) |
Payments for issuances of financial instruments | (694) | (69) | (100) |
Proceeds from settlements of financial instruments | 311 | 79 | 16 |
Dividends paid to noncontrolling interest | (60) | (62) | (40) |
Dividends paid to common shareholders | (503) | (1,251) | |
Other financing activities, net | (17) | (22) | (25) |
Net cash provided (used) by financing activities | (914) | (2,181) | (661) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (28) | 20 | (2) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (218) | 133 | 21 |
Cash, cash equivalents and restricted cash at beginning of period | 814 | 681 | 660 |
Cash, cash equivalents and restricted cash at end of period | $ 596 | $ 814 | $ 681 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) $ in Millions | Common Class ACommon Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Earnings | Retained Earnings | Noncontrolling Interest In Equity Of Subsidiaries | Total |
Balance at Dec. 31, 2018 | $ 4 | $ (55) | $ 5,675 | $ 120 | $ 5,744 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | (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) | ||||
Other | (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 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 340 | 81 | 421 | |||
Other comprehensive earnings (loss) | (151) | (14) | (165) | |||
Stock compensation | 67 | 67 | ||||
Series A Qurate Retail stock repurchases | (434) | (434) | ||||
Distribution to noncontrolling interest | (66) | (66) | ||||
Distribution of dividends to common and preferred shareholders | (499) | (499) | ||||
Withholding taxes on net share settlements of stock-based compensation | (29) | (29) | ||||
Other | 2 | 2 | ||||
Reclassification | $ 394 | (394) | ||||
Balance at Dec. 31, 2021 | $ 4 | $ (79) | $ 2,969 | $ 136 | $ 3,030 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying consolidated financial statements include the accounts of Qurate Retail, Inc. (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 is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”), Cornerstone Brands, Inc. (“Cornerstone”), Zulily, LLC (“Zulily”), and other cost and equity method investments, and Qurate Retail and GCI Liberty, Inc. (“GCI Liberty”) entered into a tax sharing agreement in connection with a split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”). 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 Corporation (“Liberty Broadband”) and GCI Liberty, Liberty Broadband has assumed the tax sharing agreement. Qurate Retail and Liberty Media Corporation (“LMC”) 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 $10 million, $9 million and $8 million of these allocated expenses were reimbursable from Qurate Retail to LMC for the years ended December 31, 2021, 2020 and 2019, respectively. Qurate Retail had a tax sharing payable with LMC and Liberty Broadband of approximately $96 million and $129 million as of December 31, 2021 and 2020, 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”), and 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. This allocation percentage will be determined based on a combination of (1) relative market capitalizations, weighted 50%, and (2) a blended average of historical time allocation on a Liberty Media-wide and CEO basis, weighted 50%, in each case, absent agreement to the contrary by LMC and the Service Companies in consultation with the CEO. The allocation percentage will then be adjusted annually and following certain events. 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. On November 4, 2021, Qurate Retail announced that its Board of Directors declared a special cash dividend (the “November Special Dividend”) in the amount of $1.25 per common share for an aggregate cash dividend of approximately $488 million based on shares outstanding as of October 31, 2021. The dividend was payable on November 22, 2021 to stockholders of record of Qurate Retail’s Series A and Series B common stock as of the close of business on November 15, 2021. 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, 2021 | |
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. Trade Receivables Trade receivables are reflected net of an allowance for credit losses 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 goods sold. A summary of activity in the allowance for credit losses is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2021 $ 132 55 — (80) 107 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 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 $135 million and $181 million for the years ended December 31, 2021 and 2020, 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, 2021 and 2020. 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, 2021 2020 amounts in millions Land $ 116 133 Buildings and improvements 998 1,291 Support equipment 1,155 1,243 Projects in progress 55 44 Finance lease right-of-use ("ROU") assets 277 278 Total property and equipment $ 2,601 2,989 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 10 years for support equipment and 8 to 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $167 million, $199 million and $220 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, 2021 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,278 1,237 440 1,038 5,993 Beauty 1,223 723 66 — 2,012 Apparel 1,291 492 559 199 2,541 Accessories 980 265 295 — 1,540 Electronics 964 119 13 — 1,096 Jewelry 359 228 50 — 637 Other revenue 182 13 30 — 225 Total Revenue $ 8,277 3,077 1,453 1,237 14,044 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 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 2021 $ 300 2,145 (2,171) 274 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 Cost of Retail Sales Cost of retail sales sold primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. Advertising Costs Advertising costs generally are expensed as incurred. Advertising expense aggregated $560 million, $440 million and $395 million for the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs are reflected in the selling, general and administrative, including stock-based compensation line item in our consolidated statements of operations. Stock-Based Compensation As more fully described in note 11, 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 $72 million, $64 million and $71 million for the years ended December 31, 2021, 2020 and 2019, 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 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2021, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2021, 2020 and 2019 are approximately 24 million, 28 million and 22 million potentially dilutive common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2021 2020 2019 number of shares in millions Basic WASO 403 416 424 Potentially dilutive shares 12 5 — Diluted WASO 415 421 424 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, 2021, 2020 and 2019. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit at December 31, 2021, 2020 and 2019 to retained earnings. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) fair value measurements of non-financial instruments, (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, 2021 | |
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, 2021 2020 2019 amounts in millions Cash paid for interest $ 458 392 360 Cash paid for income taxes, net $ 29 116 175 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, 2021 2020 in millions Cash and cash equivalents $ 587 806 Restricted cash included in other current assets 9 8 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 596 814 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs, 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, 2021 December 31, 2020 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 $ 149 149 — 290 290 — Indemnification asset $ 324 — 324 345 — 345 Financial instrument asset $ — — — 23 — 23 Debt $ 1,315 — 1,315 1,750 — 1,750 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 Liberty Interactive LLC (“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, 2021 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, 2021 and 2020, a holder of the 1.75% Exchangeable Debentures did 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, 2021 2020 2019 amounts in millions Equity securities $ 77 (1) (22) Exchangeable senior debentures (130) (277) (337) Indemnification asset (21) 143 123 Other financial instruments 173 25 (15) $ 99 (110) (251) 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 losses of $44 million, gains of $21 million and gains of $1 million, net of the recognition of previously unrecognized gains and losses, for the years ended December 31, 2021, 2020, and 2019, respectively. The cumulative change was a gain of $148 million as of December 31, 2021, 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, 2021 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) 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, 2020 $ 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 Foreign currency translation adjustments — (66) — — (66) Impairments — — (233) — (233) Balance at December 31, 2021 $ 5,228 855 244 12 6,339 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, 2021 December 31, 2020 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 818 (673) 145 814 (751) 63 Customer relationships 3,321 (3,087) 234 3,334 (3,004) 330 Other 1,443 (1,077) 366 1,434 (1,048) 386 Total $ 5,582 (4,837) 745 5,582 (4,803) 779 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 $352 million, $363 million and $386 million for the years ended December 31, 2021, 2020 and 2019, respectively. Based on its amortizable intangible assets as of December 31, 2021, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2022 $ 319 2023 $ 197 2024 $ 120 2025 $ 51 2026 $ 50 Impairments Zulily’s business deteriorated significantly during the second half of 2021. Zulily initiated a process to evaluate its current business model and long-term business strategy in light of its challenges within the retail environment. Additionally, Zulily management has seen turnover and is undergoing a change at the Chief Executive Officer position. Upon completing the evaluation of Zulily’s model and long-term strategy, it was determined during the fourth quarter of 2021, that an indication of impairment existed for the Zulily reporting unit. With the assistance of a third party specialist, the fair value of the tradename was determined using the relief from royalty method, and an impairment in the amount of $130 million was recorded during the fourth quarter of 2021, 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 $233 million was recorded during the fourth quarter of 2021, in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations. an impairment of the tradename and goodwill for the amounts of $580 million and $440 million, respectively, were recorded 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 determined that a triggering event existed at the HSN reporting unit due to a variety of factors, primarily HSN’s inability to meet its 2019 revenue projections. With the assistance of an third party specialist, the Company estimated the value of its tradename intangible asset as of December 31, 2019. 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 impairment to its tradename intangible asset as of December 31, 2019. As of December 31, 2021 the Company had accumulated goodwill impairment losses of $673 million, which was all attributed to the Zulily reporting unit. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | (6) Debt Debt is summarized as follows: Outstanding principal Carrying value December 31, December 31, December 31, 2021 2021 2020 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 285 8.25% Senior Debentures due 2030 505 503 502 4% Exchangeable Senior Debentures due 2029 396 328 362 3.75% Exchangeable Senior Debentures due 2030 432 347 346 1.75% Exchangeable Senior Debentures due 2046 332 640 649 Subsidiary level notes and facilities QVC 4.375% Senior Secured Notes due 2023 750 750 750 QVC 4.85% Senior Secured Notes due 2024 600 600 600 QVC 4.45% Senior Secured Notes due 2025 600 599 599 QVC 4.75% Senior Secured Notes due 2027 575 575 575 QVC 4.375% Senior Secured Notes due 2028 500 500 500 QVC 5.45% Senior Secured Notes due 2034 400 399 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 225 QVC 6.25% Senior Secured Notes due 2068 500 500 500 3.5% Exchangeable Senior Debentures due 2031 — — 393 QVC Bank Credit Facilities 481 481 — Deferred loan costs (44) (49) Total consolidated Qurate Retail debt $ 6,883 6,989 6,936 Less debt classified as current (1,315) (1,750) Total long-term debt $ 5,674 5,186 Exchangeable Senior Debentures Each $1,000 debenture of LI LLC’s 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. 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 principal 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 $938 as of December 31, 2021. On February 15, 2022, the Company completed the semiannual interest payment of $18.75 per $1,000 debenture and made an additional distribution of $0.28730 per debenture, resulting in an ending principal amount for each $1,000 debenture of $937 as of February 15, 2022. Qurate Retail issued 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 principal amount of the debentures plus accrued interest. See note 4 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 principal 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. On December 29, 2021, LI LLC repaid $85 million principal amount of the promissory note along with a $9 million annual interest payment. Each $1,000 debenture of the Motorola Exchangeables was exchangeable at the holder's option for the value of 5.2598 shares of Motorola Solutions, Inc. (“MSI”). The remaining exchange value was payable, at QVC Global's option, in cash or MSI stock or a combination thereof. QVC Global had the option to redeem the debentures, in whole or in part, for cash generally equal to the adjusted principal amount of the debentures plus accrued interest. On October 27, 2021, a notice was issued to all holders to redeem any and all outstanding Motorola Exchangeables on December 13, 2021. Bondholders had until the close of business on December 10, 2021 to exchange their bonds. During November and December 2021, QVC Global delivered MSI shares, which were acquired pursuant to a forward purchase contract, to the holders of the Motorola Exchangeables with a fair value of approximately $573 million to settle the exchanges of the Motorola Exchangeables. For holders who did not participate in the exchange, their bonds were redeemed on December 13, 2021 at adjusted principal, plus accrued interest and dividend pass-thru for a total cash payment of approximately $1 million. No Motorola Exchangeables remain outstanding as of December 31, 2021. During the year ended December 31, 2020, holders exchanged, under the terms of the Motorola Exchangeables, principal amounts of approximately $25 million, and Qurate Retail made cash payments of approximately $49 million respectively. 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. On a quarterly basis, Qurate Retail determines whether a triggering event has occurred to require current classification of certain exchangeables, as discussed below. The Company has classified the debentures that could be redeemed for cash as a current liability because the Company does not own shares to exchange the debentures or they are currently exchangeable. The Company also reviews the terms of the debentures on a quarterly basis to determine whether a triggering event for an open exchange window has occurred, which requires current classification of the exchangeables as the exchange is at the option of the holder. Exchangeable senior debentures classified as current totaled $1,315 million at December 31, 2021. 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 $3 million at December 31, 2021 and $5 million at December 31, 2020. 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 October 27, 2021, QVC amended and restated its latest credit agreement (as amended and restated, the “Fifth Amended and Restated Credit Agreement”) and refinanced QVC’s existing bank credit facility by entering into a fifth amended and restated agreement with QVC, Zulily, CBI, and QVC Global Corporate Holdings, LLC (“QVC Global”), each a direct or indirect wholly owned subsidiary of Qurate Retail, as borrowers (QVC, Zulily, CBI and QVC Global, collectively, the “Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein. The Fifth Amended and Restated Credit Agreement is a multi-currency facility providing for a $3.25 billion revolving credit facility (the “New Credit Facility”), with a $450 million sub-limit for letters of credit and an alternative currency revolving sub-limit equal to 50% of the revolving commitments thereunder. The New Credit Facility may be borrowed by any Borrower, with each Borrower jointly and severally liable for the outstanding borrowings. Borrowings under the Fifth Amended and Restated Credit Agreement bear interest at either the alternate base rate (such rate, the “ABR Rate”) or a LIBOR-based rate (or the applicable non-U.S. Dollar equivalent rate) (such rate, the “Term Benchmark/RFR Rate”) at the applicable Borrower’s election in each case plus a margin. Borrowings that are ABR Rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% and 0.625% depending on the Borrowers’ combined ratio of consolidated total debt to consolidated EBITDA (the “consolidated leverage ratio”). Borrowings that are Term Benchmark/RFR Rate loans will bear interest at a per annum rate equal to the applicable rate plus a margin that varies between 1.25% and 1.625% depending on the Borrowers’ 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, CBI, QVC Global or any other borrower under the New Credit Facility (other than QVC) is removed, at the election of QVC, as a borrower thereunder, all of its loans must be repaid and its letters of credit are terminated or cash collateralized. Any amounts prepaid on the New Credit Facility may be reborrowed. The loans under the New Credit Facility are scheduled to mature on October 27, 2026. Payment of the loans may be accelerated following certain customary events of default. The payment and performance of the Borrowers’ obligations under the Fifth Amended and Restated Credit Agreement are guaranteed by each of QVC’s, QVC Global’s, Zulily’s and CBI’s Material Domestic Subsidiaries (as defined in the Fifth Amended and Restated Credit Agreement), if any, and certain other subsidiaries of any Borrower that such Borrower has chosen to provide guarantees. Further, the borrowings under the Fifth Amended and Restated Credit Agreement are secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests. The borrowings under the Fifth Amended and Restated Credit Agreement are also secured by a pledge of all of Zulily’s and CBI’s equity interests. The Fifth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on the Borrowers and each of their respective restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting the Borrowers’ consolidated leverage ratio. Borrowings under the Fifth Amended and Restated Credit Agreement may be used to repay outstanding indebtedness, pay certain fees and expenses, finance working capital needs and general purposes of the Borrowers and their respective subsidiaries and make certain restricted payments and loans to the Borrowers’ respective parents and affiliates. Availability under the Fifth Amended and Restated Credit Agreement at December 31, 2021 was $2.75 billion on which Zulily and CBI may also borrow. The interest rate on the Fifth Amended and Restated Credit Agreement was 1.5% at December 31, 2021. 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, which expired in June 2019. In July 2019, QVC entered into a three-year interest swap arrangement with a notional amount of $125 million. In December 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. The swap arrangements were not treated as hedges under U.S. GAAP and the fair value of the swap instruments were in a net liability position as of December 31, 2021 and 2020. Debt Covenants Qurate Retail and its subsidiaries were in compliance with all debt covenants at December 31, 2021. 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): 2022 $ 3 2023 $ 753 2024 $ 603 2025 $ 603 2026 $ 484 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, 2021 2020 Senior debentures $ 871 892 QVC senior secured notes $ 4,595 4,705 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, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | (7) Leases Right-of-use assets and lease liabilities are initially recognized based on the present value of the future lease payments over the expected lease term. As for most leases the implicit rate is not readily determinable, the Company uses a discount rate in determining the present value of future payments based on the Company’s incremental borrowing rate on a collateralized basis aligning with the term of the lease. Our lease agreements include both lease and non-lease components, which the Company accounts for as a single lease component. Additionally, the Company does not recognize right-of-use assets or lease liabilities for short term-term leases, which are those leases with a term of twelve months or less at the lease commencement date. 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 13 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, 2021, 2020 and 2019 were as follows: Year ended December 31, 2021 2020 2019 in millions Operating lease cost (1) $ 96 87 78 Finance lease cost Depreciation of leased assets $ 19 19 20 Interest on lease liabilities 8 8 9 Total finance lease cost $ 27 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. The remaining weighted-average lease term and the weighted-average discount rate were as follows: December 31, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Finance leases 7.7 8.5 9.2 Operating leases 8.3 8.5 9.1 Weighted-average discount rate: Finance leases 5.2% 5.1% 5.0% Operating leases 5.1% 5.1% 4.9% Supplemental balance sheet information related to leases was as follows: December 31, December 31, 2021 2020 in millions Operating leases: Operating lease ROU assets (1) $ 351 371 Current operating lease liabilities (2) $ 64 63 Operating lease liabilities (3) 303 320 Total operating lease liabilities $ 367 383 Finance Leases: Finance lease ROU assets (4) $ 277 278 Finance lease ROU asset accumulated depreciation (4) (151) (141) Finance lease ROU assets, net $ 126 137 Current finance lease liabilities (2) $ 20 18 Finance lease liabilities (3) 137 150 Total finance lease liabilities $ 157 168 (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 on the consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Year ended December 31, 2021 2020 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 82 86 75 Operating cash outflows from finance leases $ 8 8 9 Financing cash outflows from finance leases $ 18 18 22 ROU assets obtained in exchange for lease obligations Operating leases $ 49 35 173 Finance leases $ 11 — 16 Future lease payments under finance leases and operating leases with initial terms of one year or more at December 31, 2021 consisted of the following: Finance Leases Operating Leases in millions 2022 $ 27 80 2023 27 72 2024 26 56 2025 23 47 2026 22 41 Thereafter 67 163 Total lease payments $ 192 459 Less: imputed interest 35 92 Total lease liabilities $ 157 367 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, 2021 | |
Income Taxes | |
Income Taxes | (8) Income Taxes Income tax benefit (expense) consists of: Years ended December 31, 2021 2020 2019 amounts in millions Current: Federal $ (49) 8 94 State and local (55) (48) (27) Foreign (117) (105) (93) $ (221) (145) (26) Deferred: Federal $ (24) 315 247 State and local 26 26 (5) Foreign 2 15 1 4 356 243 Income tax benefit (expense) $ (217) 211 217 The following table presents a summary of our domestic and foreign earnings from continuing operations before income taxes: Years ended December 31, 2021 2020 2019 amounts in millions Domestic $ 262 735 (858) Foreign 376 316 236 Total $ 638 1,051 (622) 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, 2021 2020 2019 amounts in millions Computed expected tax benefit (expense) $ (134) (221) 131 State and local income taxes, net of federal income taxes (20) (45) 9 Tax on foreign earnings, net of federal tax benefits (113) 47 (1) Alternative energy tax credits and incentives 125 139 152 Change in valuation allowance affecting tax expense — (59) (51) Change in tax rate — (15) (23) Corporate realignment — 360 — Change in tax rate - tax loss carryback — — 45 Tax write-off of consolidated subsidiary — — 34 Impairment of intangible asset (49) — (93) Non-deductible interest on Preferred Stock to non-employee (21) (6) — Other, net (5) 11 14 Income tax benefit (expense) $ (217) 211 217 For the year ended December 31, 2021 income tax expense was greater than the U.S. statutory rate of 21% due to foreign tax expense, state income tax expense, the impairment of goodwill that is not deductible for tax purposes, and non-deductible interest expense related to Preferred Stock, partially offset by benefits from tax credits generated by our alternative energy investments. During November and December of 2021, the Company, through a wholly owned foreign subsidiary, recognized income related to the exchange and redemption of the outstanding Motorola Exchangeables and the extinguishment of related hedges. The income is subject to tax under the U.S Global Intangible Low-taxed Income (“GILTI”) rules. The tax effect of this GILTI income, including the federal tax benefit of related foreign tax credits, is treated by the Company as a period cost. In addition, the Company recorded a U.S. federal tax benefit for foreign derived intangible income deductions claimed on royalty income recognized by the Company in the U.S. during 2021. The tax effect of these items is included in Tax on foreign earnings, net of federal tax benefit in the above table. For the year ended December 31, 2020 the Company recorded an income tax benefit. The 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 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. For the year ended December 31, 2019 income tax benefit was greater than the U.S. statutory rate of 21% primarily 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. 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, 2021 2020 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 240 280 Foreign tax credit carryforwards 95 161 Accrued stock compensation 15 18 Operating lease liability 71 82 Other accrued liabilities 63 54 Prepaid royalty 94 — Other 131 168 Deferred tax assets 709 763 Valuation allowance (264) (264) Net deferred tax assets 445 499 Deferred tax liabilities: Intangible assets 758 816 Fixed assets 145 163 Discount on exchangeable debentures 768 714 Other 94 133 Deferred tax liabilities 1,765 1,826 Net deferred tax liabilities $ 1,320 1,327 The Company's valuation allowance did not increase or decrease in 2021. At December 31, 2021, the Company had a deferred tax asset of $240 million for net operating losses, credit carryforwards, and interest expense carryforwards. If not utilized to reduce income tax liabilities in future periods, $177 million of these loss carryforwards and tax credits will expire at various times between 2022 and 2039. The remaining $63 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 $181 million which, based on current projections, will not be utilized in the future and are subject to a valuation allowance. At December 31, 2021, the Company had a deferred tax asset of $95 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 2028 and 2031. The Company estimates that $80 million of its foreign tax credit carryforward will expire without utilization. A reconciliation of unrecognized tax benefits is as follows: Years ended December 31, 2021 2020 2019 amounts in millions Balance at beginning of year $ 83 75 70 Additions based on tax positions related to the current year 9 7 5 Additions for tax positions of prior years 1 7 14 Reductions for tax positions of prior years (1) (1) (3) Lapse of statute and settlements (4) (5) (11) Balance at end of year $ 88 83 75 As of December 31, 2021, 2020 and 2019, the Company had recorded tax reserves of $88 million, $83 million and $75 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to be recognized for financial statement purposes, $70 million, $66 million and $61 million for the years ended December 31, 2021, 2020 and 2019, 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 2022. The amount of unrecognized tax benefits related to these issues could change as a result of potential settlements, lapsing of statute of limitations and revisions of estimates. It is reasonably possible that the amount of the Company's gross unrecognized tax benefits may increase within the next twelve months by up to $2 million. As of December 31, 2021, the Company's tax years prior to 2018 are closed for federal income tax purposes, and the IRS has completed its examination of the Company's 2018 and 2019 tax years, however, 2018 and 2019 remain open until the statute of limitations lapses on October 15 of 2022 and 2023, respectively. The Company's 2020 and 2021 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 $28 million of accrued interest and penalties related to uncertain tax positions for the year ended December 31, 2021, $25 million for the year ended December 31, 2020 and $23 million for the year ended December 31, 2019. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | (9) Stockholders' Equity Preferred Stock On September 14, 2020, Qurate Retail issued its 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Preferred Stock”). There were 13,500,000 shares of Preferred Stock authorized and 12,627,657 shares, and 12,513,752 shares issued 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. 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. During the year ended December 31, 2021, the Company declared and paid four quarterly cash dividends, each for $2.00 per share to stockholders of record of the Preferred Stock. On February 16, 2022, the Company declared a quarterly cash dividend of $2.00 per share, which will be payable in cash on March 15, 2022 to stockholders of record of the Preferred Stock at the close of business on February 28, 2022. 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 are 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, 2021, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 42.1 million shares of Series A Qurate Retail common stock and approximately 2.2 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, 2021, no shares of any Series C Qurate Retail common stock were issued or outstanding Purchases of Common Stock During the years ended December 31, 2021, 2020 and 2019, the Company repurchased 41,153,205, 6,521,782, and 24,329,610 shares of Series A Qurate Retail common stock, respectively, for aggregate cash consideration of $435 million, $70 million, and $392 million, respectively. 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, 2021 | |
Related Party Transactions with Officers and Directors | |
Related Party Transactions with Officers and Directors | (10) 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. The Chairman is also entitled to receive annual equity award grants with an annual aggregate grant date fair value of $17.5 million, consisting of time-vested options, performance-based RSUs or a combination of both, at the election of the Chairman. The annual equity awards are granted directly by Qurate Retail, LMC, Liberty Broadband and Liberty TripAdvisor according to their applicable allocation percentage. The allocation percentage is determined based on a combination of (1) relative market capitalizations, weighted 50% , and (2) a blended average of historical time allocation on an LMC-wide and Chairman basis, weighted 50% , in each case, absent agreement to the contrary by Qurate Retail, LMC, Liberty Broadband and Liberty TripAdvisor in consultation with the Chairman. The allocation percentage is then adjusted annually and following certain events. Former CEO Compensation Agreement On September 27, 2015, the Compensation Committee of Qurate Retail approved a compensation arrangement for our former CEO. The arrangement provided for a five year employment term beginning December 16, 2015 and ending December 31, 2020. Effective November 17, 2020, Qurate Retail entered into an amendment to the former CEO’s compensation arrangement that provided for a one year extension of the employment agreement dated December 16, 2015 and ended his term on December 31, 2021. For the year ended December 31, 2021, his annual base salary increased to $1.5 million and he received 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 former CEO also received 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 is subject to performance criteria as determined by the Compensation Committee. CEO Employment Agreement On July 12, 2021, the Compensation Committee of the Board of Directors of Qurate Retail approved the Company’s entry into an employment agreement with David Rawlinson II, effective July 12, 2021. Effective August 1, 2021, Mr. Rawlinson began to serve as President and Chief Executive Officer-Elect of Qurate Retail, with Mike George continuing as Chief Executive Officer. Effective October 1, 2021, Mr. Rawlinson began to serve as President and Chief Executive Officer of Qurate Retail, with Mr. George assuming the role of Senior Advisor. Mr. Rawlinson concurrently assumed the same positions with QVC. Mr. George resigned from the board of directors effective January 1, 2022, at which time Mr. Rawlinson joined the Board. With respect to his roles at Qurate Retail and QVC, Mr. George stepped down as President effective August 1, 2021 and as Chief Executive Officer effective October 1, 2021. Malone Stock Exchange and Maffei Arrangements On May 18, 2021, Gregory B. Maffei, the Chairman of the Board and a director of the Company, delivered a written offer (the “Offer”) to John C. Malone, a director of Qurate Retail, to acquire all of the outstanding shares of Series B Qurate Retail common stock (“QRTEB”) beneficially owned by Mr. Malone, his wife Leslie Malone and certain trusts for the benefit of Mr. Malone, Mrs. Malone and/or their children (the “Malone Group,” and such shares, the “Subject Shares”) at a per share price of $14.00 payable in cash, securities or such other form of consideration as to which Mr. Maffei and Mr. Malone might mutually agree. The transfer by the Malone Group of the Subject Shares was subject to the terms of that certain call agreement, dated February 9, 1998 (the “Call Agreement”), among Qurate Retail, as successor-in-interest to the assignee of Tele-Communications, Inc., a Delaware corporation, Mr. Malone and Mrs. Malone, which provided Qurate Retail with the right to acquire all, but not less than all, of the Subject Shares at a per share price equal to the lower of (x) the Offer price or (y) 110% of the average closing prices of a share of QRTEA for the 30 On June 2, 2021, Qurate Retail delivered written notice to Mr. Malone to exercise the Call Right and to pay the per share Call Price required by the Call Agreement in shares of QRTEA. On June 3, 2021, the Company and the Malone Group entered into a Stock Exchange Agreement (the “Malone Stock Exchange Agreement”) to effect the closing of the Call Right exercise, pursuant to which the Malone Group transferred to the Company an aggregate of 27,655,931 shares of QRTEB, and in exchange (the “Malone Exchange”), Qurate Retail issued to the Malone Group an aggregate of 30,421,522 shares of QRTEA. Under the terms of the Call Agreement, the aggregate Call Price converts into an equivalent ratio of 1.1 shares of QRTEA for each share of QRTEB with the aggregate number of shares of QRTEA issued to each member of the Malone Group rounded down to the nearest whole share. On June 3, 2021, the Company, LMC and Mr. Maffei entered into a Waiver Letter and Amendment of Employment Agreement (the “Letter Agreement”), pursuant to which, among other things, Mr. Maffei (x) waived his rights to assert that Qurate Retail’s exercise of the Call Right, the transactions to be consummated pursuant to the Malone Stock Exchange Agreement or the resulting reduction in the Malone Group’s voting power with respect to Qurate Retail (collectively, the “Specified Events”) would constitute a “Change in Control” or “Good Reason,” in each case, as defined in the Executive Employment Agreement, dated as of December 13, 2019, by and between LMC and Mr. Maffei (the “Employment Agreement”), with respect to Qurate Retail, and agreed not to terminate his employment with Qurate Retail for “Good Reason” in connection with or arising out of the Option Cancellation (as defined below) or any of the Specified Events, and (y) consented to the cancellation (the “Option Cancellation”) of stock option awards to purchase shares of QRTEB that had been granted to Mr. Maffei on each of December 24, 2014, and March 31, 2015 for 1,137,228 shares at an exercise price of $16.97 per share, and 197,783 shares at an exercise price of $16.71 per share, respectively. In consideration for the foregoing, pursuant to the Letter Agreement, (i) Mr. Maffei received a grant of 1,101,321 restricted shares of QRTEB that are scheduled to vest, subject to Mr. Maffei’s continued employment with the Company, in two equal tranches on December 10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances, and (ii) Qurate Retail agreed that the portion of the Annual Equity Awards (as defined in the Employment Agreement) to be granted by Qurate Retail to Mr. Maffei pursuant to Section 4.11 of the Employment Agreement for calendar years 2022, 2023 and 2024 shall be granted with respect to the QRTEB. Also, on June 3, 2021, the Company and Mr. Maffei also entered into a Stock Exchange Agreement (the “Maffei Stock Exchange Agreement”) pursuant to which, among other things: (i) Mr. Maffei transferred to Qurate Retail an aggregate of 5,378,308 shares of QRTEA, and in exchange Qurate Retail issued to Mr. Maffei an equivalent number of shares of QRTEB; (ii) Qurate Retail agreed that on the terms and subject to the conditions of the Maffei Stock Exchange Agreement, Mr. Maffei, at his option (during the six-month period following the vesting of the performance-based restricted stock unit award granted to Mr. Maffei on March 10, 2021), may transfer to the Company the number of shares of QRTEA actually received by Mr. Maffei upon vesting of such performance-based restricted stock unit award in exchange for an equivalent number of newly-issued shares of QRTEB (the “Subsequent Exchange”); (iii) Mr. Maffei agreed that until December 31, 2024 (the “Cap Period”), which is also the end of the current term of his employment as set forth in the Employment Agreement, he will not, and will not authorize or permit any of his affiliates that he controls (“Controlled Affiliates”) to, acquire or agree to acquire (or announce publicly an intent to acquire) by purchase or otherwise, beneficial ownership of voting securities of the Company (or direct or indirect rights or options to acquire any such voting securities) if, after giving effect to any such acquisition of securities, the aggregate voting power of the Company’s voting securities beneficially owned by Mr. Maffei and his Controlled Affiliates would exceed 20.0% of the voting power of all of the outstanding voting securities (assuming, for purposes of this calculation that all voting securities beneficially owned by Mr. Maffei which are not outstanding are included in the calculation) (the “Cap”); and (iv) the foregoing transactions by which Mr. Maffei and certain of his related persons became an “interested stockholder” were approved for purposes of Section 203 of the General Corporation Law of the State of Delaware. The Cap is subject to certain terms and exceptions, as described in the Maffei Stock Exchange Agreement. In addition, Mr. Maffei and his Controlled Affiliates may not transfer voting securities of Qurate Retail to any other Controlled Affiliate of Mr. Maffei unless such transferee has agreed to be bound by the terms of the Maffei Stock Exchange Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | (11) 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 7 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, 2021, 2020 and 2019: For the Years ended December 31, 2021 2020 2019 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) 895 $ 6.75 4,200 $ 1.96 2,503 $ 4.07 Series A Qurate Retail common stock, Zulily employees (1) 79 $ 6.74 618 $ 1.94 328 $ 4.08 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 63 $ 6.18 747 $ 4.86 639 $ 3.97 Series A Qurate Retail common stock, David Rawlinson II (3) 1,185 $ 5.02 NA NA NA NA Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA 1,191 $ 4.88 2,134 $ 3.44 Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA NA NA 26 $ 5.84 (1) Vests semi-annually over four years . (2) Vests between two and five years for employees and in one year for directors. (3) Vests in two equal tranches on December 31, 2023 and December 31, 2024. Grant was made in connection with Mr. Rawlinson’s employment agreement (see note 10). (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 and was made in connection with the Chairman’s previous employment agreement (see notes 1 and 10). During the years ended December 31, 2021, 2020 and 2019, Qurate Retail granted to employees and directors 6.0 million, 10.1 million and 3.5 million RSUs of QRTEA, respectively, which RSUs have a weighted average GDFV of $11.98, $4.78 and $15.47 per share, respectively, and generally vest annually over four 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 QRTEB to our Chairman. 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, 2021, Qurate Retail granted 684 thousand time-based RSUs of QRTEA to Mike George. Such RSUs had a weighted average GDFV of $12.84 per share at the time they were granted and mainly cliff vested on December 10, 2021. Also during the years ended December 31, 2021, 2020 and 2019, Qurate Retail granted approximately 423 thousand, 725 thousand and 191 thousand performance-based RSUs, respectively, of QRTEA to Mr. George. Such RSUs had a GDFV of $12.90, $4.44 and $17.90 per share, respectively, at the time they were granted. The 2021, 2020 and 2019 performance-based RSUs granted to Mr. George 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. Also during the year ended December 31, 2021, Qurate Retail granted 509 thousand time-based RSUs and 143 thousand performance-based RSUs of QRTEA to Mr. Rawlinson in connection with his employment agreement. Both the time-based and performance-based QRTEA RSUs had a GDFV of $10.50 per share at the time they were granted. The time-based RSUs vest over three years, and the performance-based RSUs cliff vest in March 2022, 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 probability of satisfying the performance objectives is assessed at the end of each reporting period. During the fourth quarter of 2021 and in connection with the November Special Dividend, holders of QRTEA or QRTEB (together, “QRTEA/B”) RSAs and RSUs outstanding at the close of business on the record date received a special cash dividend in the amount of $1.25 per share for each QRTEA/B RSA or RSU so held (“November Cash Dividend”). The November Cash Dividend for RSA holders was paid upon distribution. The November 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 November Special Dividend, outstanding stock options and stock appreciation rights (“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-November Special Dividend intrinsic value of the original QRTEA/B stock option or SAR, and ii. the pre-November Special Dividend ratio of the exercise price to the market price of the corresponding original QRTEA/B stock option or SAR. 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, 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 was calculated in the same manner as the November Special Dividend discussed above. 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, 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 was calculated in the same manner as the November Special Dividend discussed above. 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 2021, 2020 and 2019, the range of expected terms was 5.3 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 2021, 2020 and 2019 Qurate Retail grants. Volatility 2021 grants 53.7 % - 57.1 % 2020 grants 46.8 % - 54.8 % 2019 grants 30.1 % - 44.8 % 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, 2021 40,553 $ 10.61 3,243 $ 15.39 Granted 2,222 $ 11.63 — $ — Exercised (2,822) $ 5.60 — $ — Forfeited/Cancelled (3,899) $ 12.76 (1,335) $ 16.93 November Special Dividend adjustment 6,056 $ 9.24 313 $ 12.33 Outstanding at December 31, 2021 42,110 $ 9.23 3.4 years $ 58 2,221 $ 12.25 1.8 years $ — Exercisable at December 31, 2021 25,249 $ 11.80 2.2 years $ 10 2,221 $ 12.25 1.8 years $ — As of December 31, 2021, the total unrecognized compensation cost related to unvested Qurate Retail Awards was approximately $119 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.8 years. Qurate Retail - Exercises The aggregate intrinsic value of all options exercised during the years ended December 31, 2021, 2020 and 2019 was $19 million, $7 million and $2 million, respectively. Qurate Retail - Restricted Stock and Restricted Stock Units The Company has approximately 12.9 million, 1.1 million and 188 thousand unvested RSAs and RSUs of QRTEA, QRTEB and QRTEP, respectively, held by certain directors, officers and employees of the Company as of December 31, 2021. The QRTEA and QRTEB unvested RSAs and RSUs have a weighted average GDFV of $9.41 per share and $13.65 per share, respectively, and 155 thousand of the QRTEP unvested RSUs have an incremental cost of $48.99 per share. The aggregate fair value of all QRTEA, QRTEB and QRTEP RSAs and RSUs that vested during the years ended December 31, 2021, 2020 and 2019 was $95 million, $17 million and $25 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans. | |
Employee Benefit Plans | (12) 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 $30 million, $28 million and $25 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Other Comprehensive Earnings (L
Other Comprehensive Earnings (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Other Comprehensive Earnings (Loss) | |
Other Comprehensive Earnings (Loss) | (13) 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, 2019 $ (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 Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (113) — (36) (2) (151) Balance at December 31, 2021 $ (183) (5) 21 88 (79) 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, 2021: Foreign currency translation adjustments $ (124) (4) (128) Recognition of previously unrealized losses (gains) on debt, net (3) 2 (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments (42) 6 (36) Other comprehensive earnings (loss) $ (169) 4 (165) 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 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (14) 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. Fire at Rocky Mount Fulfillment Center On December 18, 2021, QVC experienced a fire at its Rocky Mount, Inc. fulfillment center in North Carolina. Rocky Mount was QVC’s second-largest fulfillment center for QxH and QVC’s primary returns center for hard goods. QVC maintains property, general liability and business interruption insurance coverage. Based on the provisions of QVC's insurance policies, it has determined that recovery of certain fire related costs incurred as of December 31, 2021 is probable and recorded $229 million of insurance recoveries. During the year ended December 31, 2021, QVC received $100 million of insurance proceeds, representing an advance of funds. As a result, the insurance receivable balance was $129 million as of December 31, 2021 and was recorded in other receivables, which is included in Trade and other receivables, net in the Consolidated Balance Sheet. As of the date of this report, QVC is still in the process of assessing damage to property and inventory and submitting relevant insurance claims. There is approximately $117 million of inventory at the Rocky Mount facility that is currently being assessed for damage and is included in Inventories in the consolidated balance sheet as of December 31, 2021. QVC anticipates any additional inventory losses will be covered by its insurance policies. QVC expects to continue to record additional costs and recoveries until the property and inventory assessment is completed and the insurance claim is fully settled. Certain incremental costs incurred to date related to the fire and related insurance recovery for the year ended December 31, 2021 are as follows: Year ended December 31, 2021 amounts in millions Loss on inventory $ 134 Loss on fixed assets 87 Other fire related costs (1) 29 Total 250 Insurance recoveries received (100) Expected insurance recoveries (129) Fire related costs, net $ 21 (1) Amount includes $21 million of costs that will not be reimbursed by QVC's insurance policies, primarily related to personnel costs. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 12 Months Ended |
Dec. 31, 2021 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (15) 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 goods sold, 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, 2021, 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, 2021 2020 2019 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,277 1,439 8,505 1,547 8,277 1,536 QVC International 3,077 562 2,967 510 2,709 446 Zulily 1,453 (12) 1,636 83 1,571 48 Corporate and other 1,238 91 1,070 58 901 (1) Inter-segment eliminations (1) — (1) — — — Consolidated Qurate Retail $ 14,044 2,080 14,177 2,198 13,458 2,029 Other Information December 31, 2021 December 31, 2020 Total Capital Total Capital assets expenditures assets expenditures amounts in millions QxH $ 12,337 169 12,393 182 QVC International 2,226 41 2,455 36 Zulily 654 20 1,049 23 Corporate and other 1,032 14 1,102 16 Consolidated Qurate Retail $ 16,249 244 16,999 257 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, 2021 2020 2019 amounts in millions Consolidated segment Adjusted OIBDA $ 2,080 2,198 2,029 Stock-based compensation (72) (64) (71) Depreciation and amortization (537) (562) (606) Fire related costs, net (21) — — Transaction related costs — — (1) Impairment of intangible assets and long lived assets (363) — (1,167) Operating income 1,087 1,572 184 Interest expense (468) (408) (374) Share of earnings (loss) of affiliates, net (94) (156) (160) Realized and unrealized gains (losses) on financial instruments, net 99 (110) (251) Gains (losses) on transactions, net 10 224 (1) Tax sharing income (expense) with Liberty Broadband 10 (39) (26) Other, net (6) (32) 6 Earnings (loss) from continuing operations before income taxes $ 638 1,051 (622) Revenue by Geographic Area The following table summarizes net revenue generated by subsidiaries located within the identified geographic areas: Years ended December 31, 2021 2020 2019 amounts in millions United States $ 10,864 11,119 10,666 Japan 1,167 1,132 1,028 Germany 1,027 978 890 Other foreign countries 986 948 874 $ 14,044 14,177 13,458 Long-lived Assets by Geographic Area December 31, 2021 2020 amounts in millions United States $ 721 893 Japan 123 149 Germany 133 150 Other foreign countries 100 108 $ 1,077 1,300 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
Trade Receivables | Trade Receivables Trade receivables are reflected net of an allowance for credit losses 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 goods sold. A summary of activity in the allowance for credit losses is as follows: Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2021 $ 132 55 — (80) 107 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 |
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 $135 million and $181 million for the years ended December 31, 2021 and 2020, 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, 2021 and 2020. 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, 2021 2020 amounts in millions Land $ 116 133 Buildings and improvements 998 1,291 Support equipment 1,155 1,243 Projects in progress 55 44 Finance lease right-of-use ("ROU") assets 277 278 Total property and equipment $ 2,601 2,989 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 10 years for support equipment and 8 to 20 years for buildings and improvements. Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $167 million, $199 million and $220 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, 2021 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,278 1,237 440 1,038 5,993 Beauty 1,223 723 66 — 2,012 Apparel 1,291 492 559 199 2,541 Accessories 980 265 295 — 1,540 Electronics 964 119 13 — 1,096 Jewelry 359 228 50 — 637 Other revenue 182 13 30 — 225 Total Revenue $ 8,277 3,077 1,453 1,237 14,044 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 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 2021 $ 300 2,145 (2,171) 274 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 |
Cost of Retail Sales | Cost of Retail Sales Cost of retail sales sold primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs. |
Advertising Costs | Advertising Costs Advertising costs generally are expensed as incurred. Advertising expense aggregated $560 million, $440 million and $395 million for the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs are reflected in the selling, general and administrative, including stock-based compensation line item in our consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 11, 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 $72 million, $64 million and $71 million for the years ended December 31, 2021, 2020 and 2019, 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 Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Qurate Retail Common Stock EPS for all periods through December 31, 2021, is based on the following weighted average shares outstanding. Excluded from diluted EPS for the years ended December 31, 2021, 2020 and 2019 are approximately 24 million, 28 million and 22 million potentially dilutive common shares, respectively, because their inclusion would be antidilutive. Years ended December 31, 2021 2020 2019 number of shares in millions Basic WASO 403 416 424 Potentially dilutive shares 12 5 — Diluted WASO 415 421 424 |
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, 2021, 2020 and 2019. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit at December 31, 2021, 2020 and 2019 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) fair value measurements of non-financial instruments, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of activity in the allowance for credit losses | Balance Additions Balance beginning Charged Deductions- end of of year to expense Other write-offs year amounts in millions 2021 $ 132 55 — (80) 107 2020 $ 129 92 — (89) 132 2019 $ 117 130 4 (122) 129 |
Schedule of Property and Equipment | December 31, December 31, 2021 2020 amounts in millions Land $ 116 133 Buildings and improvements 998 1,291 Support equipment 1,155 1,243 Projects in progress 55 44 Finance lease right-of-use ("ROU") assets 277 278 Total property and equipment $ 2,601 2,989 |
Schedule of disaggregation of revenue | Year ended December 31, 2021 QxH QVC Int'l Zulily Corp and other Total in millions Home $ 3,278 1,237 440 1,038 5,993 Beauty 1,223 723 66 — 2,012 Apparel 1,291 492 559 199 2,541 Accessories 980 265 295 — 1,540 Electronics 964 119 13 — 1,096 Jewelry 359 228 50 — 637 Other revenue 182 13 30 — 225 Total Revenue $ 8,277 3,077 1,453 1,237 14,044 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 |
Summary of activity in allowance for sales returns | Balance beginning of year Additions - charged to earnings Deductions Balance end of year in millions 2021 $ 300 2,145 (2,171) 274 2020 $ 261 2,188 (2,149) 300 2019 $ 266 2,336 (2,341) 261 |
Schedule of weighted average number of shares outstanding | Years ended December 31, 2021 2020 2019 number of shares in millions Basic WASO 403 416 424 Potentially dilutive shares 12 5 — Diluted WASO 415 421 424 |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Schedule of Supplemental Disclosures to Consolidated Statements of Cash Flows | Years ended December 31, 2021 2020 2019 amounts in millions Cash paid for interest $ 458 392 360 Cash paid for income taxes, net $ 29 116 175 Non-cash capital additions obtained in exchange for liabilities $ — — 36 |
Schedule of cash, cash equivalents and restricted cash | December 31, December 31, 2021 2020 in millions Cash and cash equivalents $ 587 806 Restricted cash included in other current assets 9 8 Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows $ 596 814 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | December 31, 2021 December 31, 2020 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 $ 149 149 — 290 290 — Indemnification asset $ 324 — 324 345 — 345 Financial instrument asset $ — — — 23 — 23 Debt $ 1,315 — 1,315 1,750 — 1,750 |
Summary of realized and unrealized gains (losses) on financial instruments | Years ended December 31, 2021 2020 2019 amounts in millions Equity securities $ 77 (1) (22) Exchangeable senior debentures (130) (277) (337) Indemnification asset (21) 143 123 Other financial instruments 173 25 (15) $ 99 (110) (251) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2020 $ 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 Foreign currency translation adjustments — (66) — — (66) Impairments — — (233) — (233) Balance at December 31, 2021 $ 5,228 855 244 12 6,339 |
Schedule of Intangible assets subject to amortization | December 31, 2021 December 31, 2020 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Television distribution rights $ 818 (673) 145 814 (751) 63 Customer relationships 3,321 (3,087) 234 3,334 (3,004) 330 Other 1,443 (1,077) 366 1,434 (1,048) 386 Total $ 5,582 (4,837) 745 5,582 (4,803) 779 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of December 31, 2021, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): 2022 $ 319 2023 $ 197 2024 $ 120 2025 $ 51 2026 $ 50 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt summarized | Outstanding principal Carrying value December 31, December 31, December 31, 2021 2021 2020 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 285 8.25% Senior Debentures due 2030 505 503 502 4% Exchangeable Senior Debentures due 2029 396 328 362 3.75% Exchangeable Senior Debentures due 2030 432 347 346 1.75% Exchangeable Senior Debentures due 2046 332 640 649 Subsidiary level notes and facilities QVC 4.375% Senior Secured Notes due 2023 750 750 750 QVC 4.85% Senior Secured Notes due 2024 600 600 600 QVC 4.45% Senior Secured Notes due 2025 600 599 599 QVC 4.75% Senior Secured Notes due 2027 575 575 575 QVC 4.375% Senior Secured Notes due 2028 500 500 500 QVC 5.45% Senior Secured Notes due 2034 400 399 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 225 QVC 6.25% Senior Secured Notes due 2068 500 500 500 3.5% Exchangeable Senior Debentures due 2031 — — 393 QVC Bank Credit Facilities 481 481 — Deferred loan costs (44) (49) Total consolidated Qurate Retail debt $ 6,883 6,989 6,936 Less debt classified as current (1,315) (1,750) Total long-term debt $ 5,674 5,186 |
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): 2022 $ 3 2023 $ 753 2024 $ 603 2025 $ 603 2026 $ 484 |
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, 2021 2020 Senior debentures $ 871 892 QVC senior secured notes $ 4,595 4,705 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of components of lease expenses | Year ended December 31, 2021 2020 2019 in millions Operating lease cost (1) $ 96 87 78 Finance lease cost Depreciation of leased assets $ 19 19 20 Interest on lease liabilities 8 8 9 Total finance lease cost $ 27 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, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Finance leases 7.7 8.5 9.2 Operating leases 8.3 8.5 9.1 Weighted-average discount rate: Finance leases 5.2% 5.1% 5.0% Operating leases 5.1% 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, 2021 2020 in millions Operating leases: Operating lease ROU assets (1) $ 351 371 Current operating lease liabilities (2) $ 64 63 Operating lease liabilities (3) 303 320 Total operating lease liabilities $ 367 383 Finance Leases: Finance lease ROU assets (4) $ 277 278 Finance lease ROU asset accumulated depreciation (4) (151) (141) Finance lease ROU assets, net $ 126 137 Current finance lease liabilities (2) $ 20 18 Finance lease liabilities (3) 137 150 Total finance lease liabilities $ 157 168 (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 on the consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Year ended December 31, 2021 2020 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 82 86 75 Operating cash outflows from finance leases $ 8 8 9 Financing cash outflows from finance leases $ 18 18 22 ROU assets obtained in exchange for lease obligations Operating leases $ 49 35 173 Finance leases $ 11 — 16 |
Summary of future lease payments under finance lease | Finance Leases Operating Leases in millions 2022 $ 27 80 2023 27 72 2024 26 56 2025 23 47 2026 22 41 Thereafter 67 163 Total lease payments $ 192 459 Less: imputed interest 35 92 Total lease liabilities $ 157 367 |
Summary of future lease payments under operating lease | Finance Leases Operating Leases in millions 2022 $ 27 80 2023 27 72 2024 26 56 2025 23 47 2026 22 41 Thereafter 67 163 Total lease payments $ 192 459 Less: imputed interest 35 92 Total lease liabilities $ 157 367 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of Components of Income Tax (Expense) Benefit | Years ended December 31, 2021 2020 2019 amounts in millions Current: Federal $ (49) 8 94 State and local (55) (48) (27) Foreign (117) (105) (93) $ (221) (145) (26) Deferred: Federal $ (24) 315 247 State and local 26 26 (5) Foreign 2 15 1 4 356 243 Income tax benefit (expense) $ (217) 211 217 |
Summary of Domestic and Foreign Earnings from Continuing Operations before Income Taxes | Years ended December 31, 2021 2020 2019 amounts in millions Domestic $ 262 735 (858) Foreign 376 316 236 Total $ 638 1,051 (622) |
Schedule of Effective Income Tax Rate Reconciliation | Years ended December 31, 2021 2020 2019 amounts in millions Computed expected tax benefit (expense) $ (134) (221) 131 State and local income taxes, net of federal income taxes (20) (45) 9 Tax on foreign earnings, net of federal tax benefits (113) 47 (1) Alternative energy tax credits and incentives 125 139 152 Change in valuation allowance affecting tax expense — (59) (51) Change in tax rate — (15) (23) Corporate realignment — 360 — Change in tax rate - tax loss carryback — — 45 Tax write-off of consolidated subsidiary — — 34 Impairment of intangible asset (49) — (93) Non-deductible interest on Preferred Stock to non-employee (21) (6) — Other, net (5) 11 14 Income tax benefit (expense) $ (217) 211 217 |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2021 2020 amounts in millions Deferred tax assets: Tax losses and credit carryforwards $ 240 280 Foreign tax credit carryforwards 95 161 Accrued stock compensation 15 18 Operating lease liability 71 82 Other accrued liabilities 63 54 Prepaid royalty 94 — Other 131 168 Deferred tax assets 709 763 Valuation allowance (264) (264) Net deferred tax assets 445 499 Deferred tax liabilities: Intangible assets 758 816 Fixed assets 145 163 Discount on exchangeable debentures 768 714 Other 94 133 Deferred tax liabilities 1,765 1,826 Net deferred tax liabilities $ 1,320 1,327 |
Schedule of Reconciliation of Unrecognized Tax Benefits | Years ended December 31, 2021 2020 2019 amounts in millions Balance at beginning of year $ 83 75 70 Additions based on tax positions related to the current year 9 7 5 Additions for tax positions of prior years 1 7 14 Reductions for tax positions of prior years (1) (1) (3) Lapse of statute and settlements (4) (5) (11) Balance at end of year $ 88 83 75 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Schedule of number and weighted average GDFV of option granted | For the Years ended December 31, 2021 2020 2019 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) 895 $ 6.75 4,200 $ 1.96 2,503 $ 4.07 Series A Qurate Retail common stock, Zulily employees (1) 79 $ 6.74 618 $ 1.94 328 $ 4.08 Series A Qurate Retail common stock, Qurate Retail employees and directors (2) 63 $ 6.18 747 $ 4.86 639 $ 3.97 Series A Qurate Retail common stock, David Rawlinson II (3) 1,185 $ 5.02 NA NA NA NA Series A Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA 1,191 $ 4.88 2,134 $ 3.44 Series B Qurate Retail common stock, Qurate Retail Chairman of the Board (4) NA NA NA NA 26 $ 5.84 (1) Vests semi-annually over four years . (2) Vests between two and five years for employees and in one year for directors. (3) Vests in two equal tranches on December 31, 2023 and December 31, 2024. Grant was made in connection with Mr. Rawlinson’s employment agreement (see note 10). (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 and was made in connection with the Chairman’s previous employment agreement (see notes 1 and 10). |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Volatility 2021 grants 53.7 % - 57.1 % 2020 grants 46.8 % - 54.8 % 2019 grants 30.1 % - 44.8 % |
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, 2021 40,553 $ 10.61 3,243 $ 15.39 Granted 2,222 $ 11.63 — $ — Exercised (2,822) $ 5.60 — $ — Forfeited/Cancelled (3,899) $ 12.76 (1,335) $ 16.93 November Special Dividend adjustment 6,056 $ 9.24 313 $ 12.33 Outstanding at December 31, 2021 42,110 $ 9.23 3.4 years $ 58 2,221 $ 12.25 1.8 years $ — Exercisable at December 31, 2021 25,249 $ 11.80 2.2 years $ 10 2,221 $ 12.25 1.8 years $ — |
Other Comprehensive Earnings _2
Other Comprehensive Earnings (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 $ (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 Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders (113) — (36) (2) (151) Balance at December 31, 2021 $ (183) (5) 21 88 (79) |
Schedule of Comprehensive Income (Loss) | Tax Before-tax (expense) Net-of-tax amount benefit amount amounts in millions Year ended December 31, 2021: Foreign currency translation adjustments $ (124) (4) (128) Recognition of previously unrealized losses (gains) on debt, net (3) 2 (1) Comprehensive earnings (loss) attributable to debt credit risk adjustments (42) 6 (36) Other comprehensive earnings (loss) $ (169) 4 (165) 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of incremental costs incurred related to the fire and related insurance recovery | Year ended December 31, 2021 amounts in millions Loss on inventory $ 134 Loss on fixed assets 87 Other fire related costs (1) 29 Total 250 Insurance recoveries received (100) Expected insurance recoveries (129) Fire related costs, net $ 21 (1) Amount includes $21 million of costs that will not be reimbursed by QVC's insurance policies, primarily related to personnel costs. |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Information About Qurate Retail's Operating Segments | |
Performance Measures | Years ended December 31, 2021 2020 2019 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions QxH $ 8,277 1,439 8,505 1,547 8,277 1,536 QVC International 3,077 562 2,967 510 2,709 446 Zulily 1,453 (12) 1,636 83 1,571 48 Corporate and other 1,238 91 1,070 58 901 (1) Inter-segment eliminations (1) — (1) — — — Consolidated Qurate Retail $ 14,044 2,080 14,177 2,198 13,458 2,029 |
Other Information By Segment | December 31, 2021 December 31, 2020 Total Capital Total Capital assets expenditures assets expenditures amounts in millions QxH $ 12,337 169 12,393 182 QVC International 2,226 41 2,455 36 Zulily 654 20 1,049 23 Corporate and other 1,032 14 1,102 16 Consolidated Qurate Retail $ 16,249 244 16,999 257 |
Reconciliation Of Segment Adjusted OIBDA To Operating income (loss) and Earnings (Loss) From Continuing Operations Before Income Taxes | Years ended December 31, 2021 2020 2019 amounts in millions Consolidated segment Adjusted OIBDA $ 2,080 2,198 2,029 Stock-based compensation (72) (64) (71) Depreciation and amortization (537) (562) (606) Fire related costs, net (21) — — Transaction related costs — — (1) Impairment of intangible assets and long lived assets (363) — (1,167) Operating income 1,087 1,572 184 Interest expense (468) (408) (374) Share of earnings (loss) of affiliates, net (94) (156) (160) Realized and unrealized gains (losses) on financial instruments, net 99 (110) (251) Gains (losses) on transactions, net 10 224 (1) Tax sharing income (expense) with Liberty Broadband 10 (39) (26) Other, net (6) (32) 6 Earnings (loss) from continuing operations before income taxes $ 638 1,051 (622) |
Schedule of Revenue by geographic area | Years ended December 31, 2021 2020 2019 amounts in millions United States $ 10,864 11,119 10,666 Japan 1,167 1,132 1,028 Germany 1,027 978 890 Other foreign countries 986 948 874 $ 14,044 14,177 13,458 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2021 2020 amounts in millions United States $ 721 893 Japan 123 149 Germany 133 150 Other foreign countries 100 108 $ 1,077 1,300 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liberty Media | CEO | ||||
Basic of presentation | ||||
Relative market capitalization percentage | 50.00% | |||
Blended average of historical time allocation on a Liberty Media-wide and CEO basis weighted average | 50.00% | |||
Liberty | ||||
Basic of presentation | ||||
Related Party Transaction, Amounts of Transaction | $ 10 | $ 9 | $ 8 | |
Liberty | CEO | ||||
Basic of presentation | ||||
CEO compensation allocation percentage | 17.00% | 19.00% | ||
Annual Base Salary | $ 3 | |||
One-time cash commitment bonus | 5 | |||
Annual Target Cash Performance Bonus | 17 | |||
Annual Equity Awards | 17.5 | |||
Upfront Awards | $ 90 | |||
Liberty Media Corporation and Liberty Broadband Corporation | ||||
Basic of presentation | ||||
Tax sharing payable | $ 96 | $ 129 |
Basis of Presentation - Special
Basis of Presentation - Special Dividend (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 04, 2021 | Nov. 20, 2020 | Sep. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Basic of presentation | |||||
Dividends paid to common shareholders | $ 503 | $ 1,251 | |||
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 | $ 1.25 | $ 1.50 | $ 1.50 | ||
Dividends paid to common shareholders | $ 625 | $ 626 | |||
Dividends declared cash | $ 488 | ||||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance | $ 132 | $ 129 | $ 117 |
Charged to expense | 55 | 92 | 130 |
Other | 4 | ||
Deductions write-offs | (80) | (89) | (122) |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | 107 | 132 | 129 |
Inventory Valuation Reserves | 135 | 181 | |
Property, Plant and Equipment, Gross | 2,601 | 2,989 | |
Depreciation | 167 | 199 | $ 220 |
Land | |||
Property, Plant and Equipment, Gross | 116 | 133 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Gross | 998 | 1,291 | |
Equipment [Member] | |||
Property, Plant and Equipment, Gross | 1,155 | 1,243 | |
Projects in Progress | |||
Property, Plant and Equipment, Gross | 55 | 44 | |
Finance lease ROU assets | |||
Property, Plant and Equipment, Gross | $ 277 | 278 | |
Minimum [Member] | Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 8 years | ||
Minimum [Member] | Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Maximum [Member] | Building and Building Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Maximum [Member] | Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 10 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 14,044 | $ 14,177 | $ 13,458 |
Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,237 | 1,069 | 901 |
QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 8,277 | 8,505 | 8,277 |
QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 3,077 | 2,967 | 2,709 |
Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,453 | 1,636 | 1,571 |
Home | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 5,993 | 6,121 | 5,214 |
Home | Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,038 | 903 | 729 |
Home | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 3,278 | 3,529 | 3,053 |
Home | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,237 | 1,199 | 1,010 |
Home | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 440 | 490 | 422 |
Beauty | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,012 | 2,058 | 2,016 |
Beauty | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,223 | 1,261 | 1,304 |
Beauty | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 723 | 724 | 659 |
Beauty | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 66 | 73 | 53 |
Apparel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,541 | 2,356 | 2,484 |
Apparel | Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 199 | 166 | 172 |
Apparel | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,291 | 1,170 | 1,291 |
Apparel | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 492 | 437 | 439 |
Apparel | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 559 | 583 | 582 |
Accessories | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,540 | 1,598 | 1,597 |
Accessories | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 980 | 944 | 919 |
Accessories | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 265 | 260 | 262 |
Accessories | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 295 | 394 | 416 |
Electronics | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 1,096 | 1,208 | 1,261 |
Electronics | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 964 | 1,069 | 1,142 |
Electronics | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 119 | 122 | 104 |
Electronics | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 13 | 17 | 15 |
Jewelry | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 637 | 630 | 677 |
Jewelry | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 359 | 363 | 402 |
Jewelry | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 228 | 216 | 221 |
Jewelry | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 50 | 51 | 54 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 225 | 206 | 209 |
Other revenue | QxH | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 182 | 169 | 166 |
Other revenue | QVC International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 13 | 9 | 14 |
Other revenue | Zulily | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 30 | $ 28 | $ 29 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Sales Returns (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales returns, beginning balance | $ 300 | $ 261 | $ 266 |
Additions, charged to earnings | 2,145 | 2,188 | 2,336 |
Deductions | (2,171) | (2,149) | (2,341) |
Sales returns, ending balance | 274 | 300 | 261 |
Stock-based compensation | 72 | 64 | 71 |
Selling, General and Administrative Expenses | |||
Advertising Expense | $ 560 | $ 440 | $ 395 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - EPS (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Net income | $ 340 | $ 1,204 | $ (456) |
Antidilutive securities | 24 | 28 | 22 |
Basic WASO | 403 | 416 | 424 |
Potentially dilutive shares | 12 | 5 | |
Diluted WASO | 415 | 421 | 424 |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |||
Cash paid for interest | $ 458 | $ 392 | $ 360 |
Cash paid for income taxes, net | $ 29 | $ 116 | 175 |
Non-cash capital additions obtained in exchange for liabilities | $ 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 587 | $ 806 | ||
Restricted cash included in other current assets | $ 9 | $ 8 | ||
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other Assets, Current | Other Assets, Current | ||
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 596 | $ 814 | $ 681 | $ 660 |
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 | |||
Jun. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 09, 2018 | |
Assets and liabilities measured at fair value | ||||
Indemnification asset | $ 281 | |||
Recurring | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | $ 149 | $ 290 | ||
Indemnification asset | 324 | 345 | ||
Financial instrument asset | 23 | |||
Debt | 1,315 | 1,750 | ||
Recurring | Fair Value, Inputs, Level 1 [Member] | ||||
Assets and liabilities measured at fair value | ||||
Cash equivalents | 149 | 290 | ||
Recurring | Significant Other Observable Inputs (Level 2) | ||||
Assets and liabilities measured at fair value | ||||
Indemnification asset | 324 | 345 | ||
Financial instrument asset | 23 | |||
Debt | $ 1,315 | $ 1,750 | ||
1.75% Exchangeable Senior Debentures due 2046 | ||||
Assets and liabilities measured at fair value | ||||
Interest rate (as a percent) | 1.75% | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments | $ 99 | $ (110) | $ (251) |
Change in fair value of exchangeable senior debentures realized gain | (44) | 21 | 1 |
Cumulative amount of gain in change in fair value | 148 | ||
Equity securities | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments | 77 | (1) | (22) |
Exchangeable senior debentures | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments | (130) | (277) | (337) |
Indemnification asset | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments | (21) | 143 | 123 |
Other Financial Instruments | |||
Realized and unrealized gains (losses) on financial instruments | |||
Realized and unrealized gains (losses) on financial instruments | $ 173 | $ 25 | $ (15) |
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 | ||
Dec. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the carrying amount of goodwill | ||||
Balance, beginning of the year | $ 6,638 | $ 6,576 | ||
Foreign currency translation adjustments | (66) | 62 | ||
Impairments | (233) | |||
Balance, end of the year | $ 6,339 | 6,339 | 6,638 | |
Corporate and Other | ||||
Changes in the carrying amount of goodwill | ||||
Balance, beginning of the year | 12 | 12 | ||
Balance, end of the year | 12 | 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 | 5,228 | |
QVC International | ||||
Changes in the carrying amount of goodwill | ||||
Balance, beginning of the year | 921 | 859 | ||
Foreign currency translation adjustments | (66) | 62 | ||
Balance, end of the year | 855 | 855 | 921 | |
Zulily | ||||
Changes in the carrying amount of goodwill | ||||
Balance, beginning of the year | 477 | 477 | ||
Impairments | (233) | $ (440) | (233) | |
Balance, end of the year | $ 244 | $ 244 | $ 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, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 5,582 | $ 5,582 |
Accumulated amortization | (4,837) | (4,803) |
Net carrying amount | $ 745 | 779 |
Weighted average useful life at time of acquisition | 9 years | |
Television Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 818 | 814 |
Accumulated amortization | (673) | (751) |
Net carrying amount | 145 | 63 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,321 | 3,334 |
Accumulated amortization | (3,087) | (3,004) |
Net carrying amount | 234 | 330 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,443 | 1,434 |
Accumulated amortization | (1,077) | (1,048) |
Net carrying amount | $ 366 | $ 386 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |||
Amortization expense for intangible assets | $ 352 | $ 363 | $ 386 |
Amortization expense for the next five years | |||
2022 | 319 | ||
2023 | 197 | ||
2024 | 120 | ||
2025 | 51 | ||
2026 | $ 50 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Zulily Impairment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairments of goodwill | $ 233 | |||
Zulily | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairments of goodwill | $ 233 | $ 440 | 233 | |
Accumulated goodwill impairment losses | 673 | $ 673 | ||
Zulily | Trade Names | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 130 | $ 580 | ||
HSN, Inc. | Trade Names | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 147 |
Debt - Debt Table (Details)
Debt - Debt Table (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 20, 2020 | Apr. 01, 2020 | Feb. 04, 2020 | Nov. 26, 2019 | Sep. 30, 2018 |
Long-term debt | |||||||
Outstanding principal | $ 6,883 | ||||||
Carrying value | 6,989 | $ 6,936 | |||||
Deferred loan costs | (44) | (49) | |||||
Total consolidated debt | 6,989 | 6,936 | |||||
Less current classification | (1,315) | (1,750) | |||||
Total long-term debt | 5,674 | 5,186 | |||||
8.5% Senior Debentures Due 2029 | |||||||
Long-term debt | |||||||
Outstanding principal | 287 | ||||||
Carrying value | $ 286 | 285 | |||||
Debt instrument interest rate | 8.50% | ||||||
8.25% Senior Debentures Due 2030 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 505 | ||||||
Carrying value | $ 503 | 502 | |||||
Debt instrument interest rate | 8.25% | ||||||
4% Exchangeable Senior Debentures Due 2029 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 396 | ||||||
Carrying value | $ 328 | 362 | |||||
Debt instrument interest rate | 4.00% | 4.00% | |||||
3.75% Exchangeable Senior Debentures Due 2030 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 432 | ||||||
Carrying value | $ 347 | 346 | |||||
Debt instrument interest rate | 3.75% | 3.75% | |||||
1.75% Exchangeable Senior Debentures due 2046 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 332 | ||||||
Carrying value | $ 640 | $ 649 | |||||
Debt instrument interest rate | 1.75% | 1.75% | |||||
Exchangeable Senior Debentures | |||||||
Long-term debt | |||||||
Less current classification | $ (1,315) | ||||||
QVC | QVC 5.125% Senior Secured Notes Due 2022 | |||||||
Long-term debt | |||||||
Debt instrument interest rate | 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 | $ 599 | 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 | 575 | |||||
Debt instrument interest rate | 4.75% | 4.75% | |||||
QVC | QVC 4.375% Senior Secured Notes due 2028 | |||||||
Long-term debt | |||||||
Outstanding principal | $ 500 | ||||||
Carrying value | $ 500 | 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 | $ 399 | 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 | 3.5% Exchangeable Senior Debentures Due 2031 | |||||||
Long-term debt | |||||||
Carrying value | $ 0 | ||||||
Carrying value | $ 393 | ||||||
Total consolidated debt | $ 0 | ||||||
Debt instrument interest rate | 3.50% | 3.50% | |||||
QVC | QVC Bank Credit Facilities | |||||||
Long-term debt | |||||||
Outstanding principal | $ 481 | ||||||
Carrying value | $ 481 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Feb. 15, 2022USD ($)$ / item | Dec. 29, 2021USD ($) | Dec. 13, 2021USD ($) | Oct. 27, 2021USD ($) | Aug. 20, 2020USD ($) | Apr. 01, 2020USD ($) | Nov. 26, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2016USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2016USD ($) | Feb. 04, 2020USD ($) | Dec. 06, 2019USD ($) | Aug. 21, 2014USD ($) |
Long-term debt | ||||||||||||||||||
Debt, Current | $ 1,315,000,000 | $ 1,750,000,000 | ||||||||||||||||
Repayments of Long-term Debt | 594,000,000 | 2,079,000,000 | $ 3,274,000,000 | |||||||||||||||
Loss on extinguishment of debt | (1,000,000) | (40,000,000) | $ 1,000,000 | |||||||||||||||
Total cash payments | $ 1,000,000 | |||||||||||||||||
Long-term debt | 6,989,000,000 | 6,936,000,000 | ||||||||||||||||
Senior Debentures | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Aggregate unamortized discount and issuance costs | 3,000,000 | $ 5,000,000 | ||||||||||||||||
QVC Global | Forward Contracts | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Fair value of debt redeemed | $ 573,000,000 | |||||||||||||||||
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 | $ 913 | |||||||||||||||||
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 | 0.7860 | ||||||||||||||||
4% Exchangeable Senior Debentures Due 2029 | T-Mobile US, Inc. | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt instrument, conversion ratio | 0.3309 | |||||||||||||||||
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 | $ 938 | |||||||||||||||||
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 | Lumen Technologies | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt instrument, conversion ratio | 0.5746 | 0.5746 | ||||||||||||||||
3.75% Exchangeable Senior Debentures Due 2030 | T-Mobile US, Inc. | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt instrument, conversion ratio | 0.2419 | |||||||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | Subsequent Event | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt instrument conversion ratio denominator | $ 1,000 | |||||||||||||||||
Interest payment | $ / item | 18.75 | |||||||||||||||||
Additional distribution | $ / item | 0.28730 | |||||||||||||||||
3.5% Exchangeable Senior Debentures Due 2031 | Adjusted face amount per debenture | Subsequent Event | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt instrument conversion ratio denominator | $ 937 | |||||||||||||||||
1.75% Exchangeable Senior Debentures due 2046 | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Interest rate (as a percent) | 1.75% | 1.75% | ||||||||||||||||
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 | $ 1,315,000,000 | |||||||||||||||||
Promissory note | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Repayments of Debt | $ 85,000,000 | |||||||||||||||||
Annual interest payment | $ 9,000,000 | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Portion of Credit Facility Available to QVC or zulily | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Maximum borrowing capacity | $ 3,250,000,000 | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Portion of Credit Facility Available to QVC or zulily | Alternate Base Rate | Minimum [Member] | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Portion of Credit Facility Available to QVC or zulily | Alternate Base Rate | Maximum [Member] | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.625% | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Portion of Credit Facility Available to QVC or zulily | LIBOR | Minimum [Member] | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Portion of Credit Facility Available to QVC or zulily | LIBOR | Maximum [Member] | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.625% | |||||||||||||||||
Amendment No. 5 QVC Bank Credit Facility | Letter of Credit | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||||||||||||
Percentage of sub-limit | 50.00% | |||||||||||||||||
QVC | Interest Rate Swap | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Derivative, Notional Amount | $ 250,000,000 | $ 125,000,000 | $ 125,000,000 | |||||||||||||||
Derivative, Term of Contract | 13 months | 3 years | 3 years | |||||||||||||||
Derivative, Fixed Interest Rate | 1.05% | |||||||||||||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Interest rate (as a percent) | 3.50% | 3.50% | ||||||||||||||||
Long-term debt | $ 0 | |||||||||||||||||
QVC | 3.5% Exchangeable Senior Debentures Due 2031 | Motorola Solutions | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
principal payment of the debentures | $ 25,000,000 | |||||||||||||||||
Payments for settlement of fraction notes | 49,000,000 | |||||||||||||||||
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% | ||||||||||||||||
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% | 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 | Promissory note | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Interest rate (as a percent) | 0.48% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,800,000,000 | |||||||||||||||||
QVC | Amendment No. 5 QVC Bank Credit Facility | ||||||||||||||||||
Long-term debt | ||||||||||||||||||
Interest rate (as a percent) | 1.50% | |||||||||||||||||
Remaining borrowing capacity | $ 2,750,000,000 | |||||||||||||||||
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, 2021 | Dec. 31, 2020 |
Long-term debt | ||
2022 | $ 3 | |
2023 | 753 | |
2024 | 603 | |
2025 | 603 | |
2026 | 484 | |
Senior Debentures | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | 871 | $ 892 |
QVC Senior Secured Notes | ||
Long-term debt | ||
Fair value of debt securities that are not reported at fair value | $ 4,595 | $ 4,705 |
Leases - Remaining Lease Term A
Leases - Remaining Lease Term And Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Right of use asset | $ 351 | $ 371 | |
Short term operating lease liabilities | 64 | 63 | |
Long term operating lease liabilities | $ 303 | 320 | |
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 | $ 96 | 87 | $ 78 |
Finance lease cost | |||
Depreciation of leased assets | 19 | 19 | 20 |
Interest on lease liabilities | 8 | 8 | 9 |
Total finance lease cost | $ 27 | $ 27 | $ 29 |
Minimum [Member] | |||
Leases | |||
Operating lease, remaining lease term | 1 year | ||
Finance lease, remaining lease term | 1 year | ||
Maximum [Member] | |||
Leases | |||
Operating lease, remaining lease term | 13 years | ||
Finance lease, remaining lease term | 13 years | ||
Operating lease, option to extend, period | 14 years | ||
Finance lease, option to extend, period | 14 years | ||
Operating lease, terminate term | 1 year | ||
Finance lease, terminate term | 1 year |
Leases - Weighted- Average Rema
Leases - Weighted- Average Remaining Lease Term And Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Finance leases - Weighted-average remaining lease term (in years) | 7 years 8 months 12 days | 8 years 6 months | 9 years 2 months 12 days |
Operating leases -Weighted-average remaining lease term (in years) | 8 years 3 months 18 days | 8 years 6 months | 9 years 1 month 6 days |
Finance leases - Weighted-average discount rate | 5.20% | 5.10% | 5.00% |
Operating leases - Weighted-average discount rate | 5.10% | 5.10% | 4.90% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease ROU assets (1) | $ 351 | $ 371 |
Operating lease ROU asset location | Other assets, at cost, net of accumulated amortization | Other assets, at cost, net of accumulated amortization |
Current operating lease liabilities (2) | $ 64 | $ 63 |
Current operating lease location | Other current liabilities | Other current liabilities |
Operating lease liabilities (3) | $ 303 | $ 320 |
Operating lease liabilities location | Other liabilities | Other liabilities |
Total operating lease liabilities | $ 367 | $ 383 |
Property and equipment | 2,601 | 2,989 |
Accumulated depreciation | (1,524) | (1,689) |
Property and equipment, net | 1,077 | 1,300 |
Current finance lease liabilities (2) | $ 20 | $ 18 |
Finance lease current liabilities location | Other current liabilities | Other current liabilities |
Finance lease liabilities (3) | $ 137 | $ 150 |
Finance lease liabilities location | Other liabilities | Other liabilities |
Total finance lease liabilities | $ 157 | $ 168 |
Finance lease ROU assets | ||
Leases | ||
Property and equipment | 277 | 278 |
Accumulated depreciation | (151) | (141) |
Property and equipment, net | $ 126 | $ 137 |
Finance Lease ROU asset location | Property and equipment, net | Property and equipment, net |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 82 | $ 86 | $ 75 |
Operating cash outflows from finance leases | 8 | 8 | 9 |
Financing cash outflows from finance leases | 18 | 18 | 22 |
Operating leases- ROU assets obtained in exchange for lease obligations | 49 | $ 35 | 173 |
Finance leases - ROU assets obtained in exchange for lease obligations | $ 11 | $ 16 |
Leases - Future Lease Payments
Leases - Future Lease Payments Under Operating Leases And Finance Leases (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Future lease payments under finance leases | ||
2022 | $ 27 | |
2023 | 27 | |
2024 | 26 | |
2025 | 23 | |
2026 | 22 | |
Thereafter | 67 | |
Total lease payments | 192 | |
Less: imputed interest | 35 | |
Total finance lease liabilities | 157 | $ 168 |
Future lease payments under operating leases | ||
2022 | 80 | |
2023 | 72 | |
2024 | 56 | |
2025 | 47 | |
2026 | 41 | |
Thereafter | 163 | |
Total lease payments | 459 | |
Less: imputed interest | 92 | |
Total operating lease liabilities | $ 367 | $ 383 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Millions, $ in Millions | Oct. 05, 2018USD ($)ft²item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Leases | ||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 49 | $ 35 | $ 173 | |
Operating lease liability | $ 367 | $ 383 | ||
Operating lease, existence of option to extend | true | |||
Maximum [Member] | ||||
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 [Member] | ||||
Leases | ||||
Operating Lease, rent expenses | $ 10 | |||
QVC | ECDC Lease | Maximum [Member] | ||||
Leases | ||||
Operating Lease, rent expenses | $ 14 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit) [Abstract] | |||
Current Federal | $ (49) | $ 8 | $ 94 |
Current State and Local | (55) | (48) | (27) |
Current Foreign | (117) | (105) | (93) |
Current Income Tax Expense (Benefit) | (221) | (145) | (26) |
Deferred Federal | (24) | 315 | 247 |
Deferred State and Local | 26 | 26 | (5) |
Deferred Foreign | 2 | 15 | 1 |
Deferred Income Tax Expense (Benefit) | 4 | 356 | 243 |
Income tax benefit (expense) | (217) | 211 | 217 |
Domestic | 262 | 735 | (858) |
Foreign | 376 | 316 | 236 |
Earnings (loss) from continuing operations before income taxes | $ 638 | $ 1,051 | $ (622) |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation | |||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Computed expected tax benefit (expense) | $ (134) | $ (221) | $ 131 |
State and local income taxes, net of federal income taxes | (20) | (45) | 9 |
Tax on foreign earnings, net of federal tax benefits | (113) | 47 | (1) |
Alternative energy tax credits | 125 | 139 | 152 |
Change in valuation allowance affecting tax expense | (59) | (51) | |
Change in tax rate | (15) | (23) | |
Corporate realignment | 360 | ||
Change in tax rate - tax loss carryback | 45 | ||
Tax write-off of consolidated subsidiary | 34 | ||
Impairment of intangible asset | (49) | (93) | |
Non-deductible interest on Preferred Stock to non-employee | (21) | (6) | |
Other, net | (5) | 11 | 14 |
Income tax benefit (expense) | $ (217) | $ 211 | $ 217 |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Tax losses and capital loss carryforwards | $ 240 | $ 280 |
Foreign tax credit carryforwards | 95 | 161 |
Accrued stock compensation | 15 | 18 |
Operating lease liability | 71 | 82 |
Prepaid royalty | 94 | |
Other accrued liabilities | 63 | 54 |
Other future deductible amounts | 131 | 168 |
Deferred tax assets | 709 | 763 |
Valuation allowance | (264) | (264) |
Net deferred tax assets | 445 | 499 |
Intangible assets | 758 | 816 |
Fixed assets | 145 | 163 |
Discount on exchangeable debentures | 768 | 714 |
Other | 94 | 133 |
Deferred tax liabilities | 1,765 | 1,826 |
Deferred tax liabilities | 1,320 | $ 1,327 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 0 | |
Deferred tax assets net operating loss subject to expiration | 177 | |
Deferred tax assets, net operating loss not subject to expiration | 63 | |
Operating Loss Carryforwards, Valuation Allowance | 181 | |
Foreign tax credit carryforward valuation allowance | $ 80 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Uncertainties [Abstract] | |||
Balance at beginning of year | $ 83 | $ 75 | $ 70 |
Additions based on tax positions related to the current year | 9 | 7 | 5 |
Additions for tax positions of prior years | 1 | 7 | 14 |
Reductions for tax positions of prior years | (1) | (1) | (3) |
Lapse of statute and settlements | (4) | (5) | (11) |
Balance at end of year | 88 | 83 | 75 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 70 | 66 | 61 |
Reasonably possible change in unrecognized tax benefit within 12 months | 2 | ||
Accrued interest and penalties related to uncertain tax positions | $ 28 | $ 25 | $ 23 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - 8.0% Series A Cumulative Redeemable Preferred Stock | Sep. 14, 2020$ / shares | Dec. 31, 2021item$ / sharesshares | Dec. 31, 2020shares | Feb. 16, 2022$ / shares |
Preferred Stock | ||||
Preferred stock par value | $ 0.01 | |||
Preferred stock authorized | shares | 13,500,000 | 13,500,000 | ||
Preferred shares issued | shares | 12,627,657 | 12,513,752 | ||
Preferred shares outstanding | shares | 12,627,657 | 12,513,752 | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||
Dividend redemption period | 30 days | |||
Liquidation preference per share | $ 100 | |||
Dividends Payable, Amount Per Share | $ 2 | |||
Number of quarterly dividends | item | 4 | |||
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 | |||
Subsequent Event | ||||
Preferred Stock | ||||
Dividends Payable, Amount Per Share | $ 2 | |||
On or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary | ||||
Preferred Stock | ||||
Redemption price | 4.00% | |||
On or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary | ||||
Preferred Stock | ||||
Redemption price | 2.00% | |||
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, 2021USD ($)Voteshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | May 23, 2018shares | 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 | 44,300,000 | 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 | 371,132,684 | 382,165,550 | |||
Common Stock, Shares, Outstanding | 371,132,684 | 382,165,550 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000,000 | ||||
Stock Repurchased and Retired During Period, Shares | 41,153,205 | 6,521,782 | 24,329,610 | ||
Stock Repurchased and Retired During Period, Value | $ | $ 435 | $ 70 | $ 392 | ||
Common Class A | Stock Option | |||||
Class of Stock [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 42,100,000 | ||||
Common Class A | Liberty Ventures common stock | |||||
Class of Stock [Line Items] | |||||
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 | 8,163,190 | 29,366,492 | |||
Common Stock, Shares, Outstanding | 8,163,190 | 29,366,492 | |||
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 | 2,200,000 | ||||
Common Class B | Liberty Ventures common stock | |||||
Class of Stock [Line Items] | |||||
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) | Jun. 03, 2021trancheshares | Jun. 02, 2021shares | May 18, 2021$ / shares | Nov. 17, 2020 | Dec. 16, 2015 | Mar. 31, 2015$ / sharesshares | Dec. 24, 2014$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)tranche$ / sharesshares | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2020 |
Common Class A | |||||||||||
Granted | 2,222,000 | ||||||||||
Exercise price | $ / shares | $ 11.63 | ||||||||||
Cancellation | 3,899,000 | ||||||||||
WAEP forfeited/cancelled during period | $ / shares | $ 12.76 | ||||||||||
Common Class B | |||||||||||
Cancellation | 1,335,000 | ||||||||||
WAEP forfeited/cancelled during period | $ / shares | $ 16.93 | ||||||||||
Malone Maffei Transaction | |||||||||||
Cash price payable | $ / shares | $ 14 | ||||||||||
Call price | $ / shares | $ 13.62 | ||||||||||
Malone Maffei Transaction | Common Class A | |||||||||||
Average closing price | 110.00% | ||||||||||
Number of consecutive trading days | 30 days | ||||||||||
Malone Stock Exchange Agreement | Common Class A | |||||||||||
Number of shares issued | 30,421,522 | ||||||||||
Call price conversion ratio | 1.1 | ||||||||||
Malone Stock Exchange Agreement | Common Class B | |||||||||||
Number of shares transferred | 27,655,931 | ||||||||||
Maffei Stock Exchange Agreement | |||||||||||
Period following the vesting of awards | 6 months | ||||||||||
Threshold percentage of voting power | 20.00% | ||||||||||
Maffei Stock Exchange Agreement | Common Class A | |||||||||||
Number of shares transferred | 5,378,308 | ||||||||||
Former Chief Executive Officer | |||||||||||
Employment agreement term | 1 year | 5 years | |||||||||
Officers' Compensation | $ | $ 1,500,000 | ||||||||||
Annual target cash bonus | 100.00% | ||||||||||
Percentage of base salary which can be paid as maximum bonus | 240.00% | ||||||||||
CEO | Common Class A | |||||||||||
Number of equal tranches at which award is granted | tranche | 2 | ||||||||||
Granted | 1,185,000 | ||||||||||
CEO | Liberty Media | |||||||||||
Relative market capitalization percentage | 50.00% | ||||||||||
Blended average of historical time allocation on a Liberty Media-wide and CEO basis weighted average | 50.00% | ||||||||||
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 | ||||||||||
CEO compensation allocation percentage | 17.00% | 19.00% | |||||||||
Restricted Stock Units (RSUs) | Maffei Waiver Letter and Amendment of Employment Agreement | |||||||||||
Number of equal tranches | tranche | 2 | ||||||||||
Restricted Stock Units (RSUs) | Maffei Waiver Letter and Amendment of Employment Agreement | Common Class B | |||||||||||
Grants in period | 1,101,321 | ||||||||||
Performance Shares | Former Chief Executive Officer | |||||||||||
Target value of equity awards entitled to be received | $ | $ 5,500,000 | ||||||||||
Performance Shares | CEO | Common Class A | |||||||||||
Grants in period | 143,000 | ||||||||||
Performance Shares | Maximum [Member] | Former Chief Executive Officer | |||||||||||
Target value of equity awards entitled to be received | $ | $ 8,300,000 | ||||||||||
Time-based RSUs | Former Chief Executive Officer | |||||||||||
Target value of equity awards entitled to be received | $ | $ 5,500,000 | ||||||||||
Time-based RSUs | CEO | Common Class A | |||||||||||
Grants in period | 509,000 | ||||||||||
Time-vested options and/or performance-based RSUs | CEO | |||||||||||
Grant date fair value | $ | $ 17,500,000 | ||||||||||
Option granted on December 24, 2014 | Maffei Waiver Letter and Amendment of Employment Agreement | |||||||||||
Cancellation | 1,137,228 | ||||||||||
WAEP forfeited/cancelled during period | $ / shares | $ 16.97 | ||||||||||
Option granted on March 31, 2015 | Maffei Waiver Letter and Amendment of Employment Agreement | |||||||||||
Cancellation | 197,783 | ||||||||||
WAEP forfeited/cancelled during period | $ / shares | $ 16.71 | ||||||||||
2019 term awards | CEO | Liberty | |||||||||||
Aggregate grant date fair value | $ | $ 8,550,000 | ||||||||||
Granted | 2,133,697 | ||||||||||
Exercise price | $ / shares | $ 8.17 | ||||||||||
2020 term awards | CEO | Liberty | |||||||||||
Aggregate grant date fair value | $ | $ 5,850,000 | ||||||||||
Granted | 1,190,529 | ||||||||||
Exercise price | $ / shares | $ 10.34 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Sep. 14, 2020shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stock-based compensation | |||||||
Share-based Compensation Expense | $ | $ 72 | $ 64 | $ 71 | ||||
Dividend rate | 0.00% | 0.00% | 0.00% | ||||
RSA and RSU | |||||||
Stock-based compensation | |||||||
Special cash dividend | $ / shares | $ 1.25 | $ 1.50 | $ 1.50 | ||||
Board of Directors Chairman | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
Percentage share of salary received by the chairman | 50.00% | 50.00% | |||||
Percentage share of salary waived by the chairman | 50.00% | 50.00% | |||||
Board of Directors Chairman | Performance Shares | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | 1 year | 1 year | ||||
Common Class A | |||||||
Stock-based compensation | |||||||
Options Granted | 2,222,000 | ||||||
Common Class A | RSA and RSU | |||||||
Stock-based compensation | |||||||
RSUs/RSAs GDFV | $ / shares | $ 9.41 | $ 9.41 | |||||
Nonvested awards, number | 12,900,000 | 12,900,000 | |||||
Common Class A | QVC and HSN employees | |||||||
Stock-based compensation | |||||||
Options Granted | 895,000 | 4,200,000 | 2,503,000 | ||||
Weighted Average GDFV | $ / shares | $ 6.75 | $ 1.96 | $ 4.07 | ||||
Award vesting period | 4 years | ||||||
Common Class A | Zulily Employees | |||||||
Stock-based compensation | |||||||
Options Granted | 79,000 | 618,000 | 328,000 | ||||
Weighted Average GDFV | $ / shares | $ 6.74 | $ 1.94 | $ 4.08 | ||||
Award vesting period | 4 years | ||||||
Common Class A | Qurate Retail Employees and Directors | |||||||
Stock-based compensation | |||||||
Options Granted | 63,000 | 747,000 | 639,000 | ||||
Weighted Average GDFV | $ / shares | $ 6.18 | $ 4.86 | $ 3.97 | ||||
Common Class A | Qurate Retail Employees and Directors | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
Award vesting period | 4 years | ||||||
RSUs/RSAs granted | 6,000,000 | 10,100,000 | 3,500,000 | ||||
RSUs/RSAs GDFV | $ / shares | $ 11.98 | $ 4.78 | $ 11.98 | $ 4.78 | $ 15.47 | ||
Common Class A | Qurate Retail Chairman Of Board | |||||||
Stock-based compensation | |||||||
Options Granted | 1,191,000 | 2,134,000 | |||||
Weighted Average GDFV | $ / shares | $ 4.88 | $ 3.44 | |||||
Common Class A | Liberty Employees | Minimum [Member] | |||||||
Stock-based compensation | |||||||
Award vesting period | 2 years | ||||||
Common Class A | Liberty Employees | Maximum [Member] | |||||||
Stock-based compensation | |||||||
Award vesting period | 5 years | ||||||
Common Class A | Board of Directors Chairman | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 229,000 | 584,000 | |||||
RSUs/RSAs GDFV | $ / shares | 12.90 | 4.44 | $ 12.90 | $ 4.44 | |||
Common Class A | Former Chief Executive Officer | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 684,000 | ||||||
RSUs/RSAs GDFV | $ / shares | 12.84 | $ 12.84 | |||||
Common Class A | Former Chief Executive Officer | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 423,000 | 725,000 | 191,000 | ||||
RSUs/RSAs GDFV | $ / shares | 12.90 | 4.44 | $ 12.90 | $ 4.44 | $ 17.90 | ||
Common Class A | CEO | |||||||
Stock-based compensation | |||||||
Options Granted | 1,185,000 | ||||||
Weighted Average GDFV | $ / shares | $ 5.02 | ||||||
Number Of Tranches In Which Award Is Granted | tranche | 2 | ||||||
Common Class A | CEO | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
Award vesting period | 3 years | ||||||
RSUs/RSAs GDFV | $ / shares | 10.50 | $ 10.50 | |||||
Common Class A | CEO | Performance Shares | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 143,000 | ||||||
Common Class A | CEO | Time-based RSUs | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 509,000 | ||||||
Common Class A | Liberty directors | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | ||||||
Common Class B | RSA and RSU | |||||||
Stock-based compensation | |||||||
RSUs/RSAs GDFV | $ / shares | $ 13.65 | $ 13.65 | |||||
Nonvested awards, number | 1,100,000 | 1,100,000 | |||||
Common Class B | Qurate Retail Chairman Of Board | |||||||
Stock-based compensation | |||||||
Options Granted | 26,000 | ||||||
Weighted Average GDFV | $ / shares | $ 5.84 | ||||||
Common Class B | Board of Directors Chairman | Performance Shares | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | ||||||
RSUs/RSAs granted | 194,000,000 | ||||||
RSUs/RSAs GDFV | $ / shares | $ 17.90 | ||||||
Common Class B | Board of Directors Chairman | Time-based RSUs | |||||||
Stock-based compensation | |||||||
Number Of Tranches In Which Award Is Granted | tranche | 2 | ||||||
RSUs/RSAs granted | 38,000 | 19,000 | |||||
RSUs/RSAs GDFV | $ / shares | $ 7.44 | $ 7.44 | $ 17.90 | ||||
Common Class B | Board of Directors Chairman | Time-Based RSAs | |||||||
Stock-based compensation | |||||||
RSUs/RSAs granted | 1,100,000 | ||||||
RSUs/RSAs GDFV | $ / shares | $ 13.65 | $ 13.65 | |||||
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 [Member] | |||||||
Stock-based compensation | |||||||
Award vesting period | 1 year | ||||||
Term | 7 years | ||||||
Common Class A and B. | Maximum [Member] | |||||||
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 | 188 | 188 | |||||
8.0% Series A Cumulative Redeemable Preferred Stock | Restricted Stock Units (RSUs) | |||||||
Stock-based compensation | |||||||
Nonvested awards, number | 155 | 155 |
Stock-Based Compensations - Gra
Stock-Based Compensations - Grants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | |||
Volatility Rate, Minimum | 53.70% | 46.80% | 30.10% |
Volatility Rate, Maximum | 57.10% | 54.80% | 44.80% |
Common Class A | |||
Number of options | |||
Outstanding at beginning of period | 40,553 | ||
Granted | 2,222 | ||
Exercised | (2,822) | ||
Forfeited/Cancelled | (3,899) | ||
December Special Dividend adjustment | 6,056 | ||
Outstanding at end of period | 42,110 | 40,553 | |
Exercisable at end of period | 25,249 | ||
WAEP | |||
Outstanding at beginning of period | $ 10.61 | ||
Exercise price | 11.63 | ||
Exercised | 5.60 | ||
Forfeited/Cancelled | 12.76 | ||
December Special Dividend adjustment | 9.24 | ||
Outstanding at end of period | 9.23 | $ 10.61 | |
Exercisable at end of period | $ 11.80 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 3 years 4 months 24 days | ||
Weighted average remaining life - options exercisable | 2 years 2 months 12 days | ||
Aggregate intrinsic value of options outstanding | $ 58 | ||
Aggregate intrinsic value of options exercisable | $ 10 | ||
Common Class B | |||
Number of options | |||
Outstanding at beginning of period | 3,243 | ||
Forfeited/Cancelled | (1,335) | ||
December Special Dividend adjustment | 313 | ||
Outstanding at end of period | 2,221 | 3,243 | |
Exercisable at end of period | 2,221 | ||
WAEP | |||
Outstanding at beginning of period | $ 15.39 | ||
Forfeited/Cancelled | 16.93 | ||
December Special Dividend adjustment | 12.33 | ||
Outstanding at end of period | 12.25 | $ 15.39 | |
Exercisable at end of period | $ 12.25 | ||
Additional disclosures | |||
Weighted average remaining life - options outstanding | 1 year 9 months 18 days | ||
Weighted average remaining life - options exercisable | 1 year 9 months 18 days | ||
Minimum [Member] | |||
Stock-based compensation | |||
Expected term | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum [Member] | |||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 23, 2018 | Jun. 02, 2015 | |
Stock-based compensation | |||||
Total unrecognized compensation cost related to unvested Awards | $ 119 | ||||
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 9 months 18 days | ||||
Shares reserved for future issuance upon exercise of stock options | 44,300,000 | 8,150,000,000 | 8,965,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 19 | $ 7 | $ 2 | ||
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 | $ 95 | $ 17 | $ 25 | ||
RSA and RSU | Common Class A | |||||
Stock-based compensation | |||||
RSUs Outstanding | 12,900,000 | ||||
RSUs/RSAs GDFV | $ 9.41 | ||||
RSA and RSU | Common Class B | |||||
Stock-based compensation | |||||
RSUs Outstanding | 1,100,000 | ||||
RSUs/RSAs GDFV | $ 13.65 | ||||
RSA and RSU | 8.0% Series A Cumulative Redeemable Preferred Stock | |||||
Stock-based compensation | |||||
RSUs Outstanding | 188 | ||||
Restricted Stock Units (RSUs) | 8.0% Series A Cumulative Redeemable Preferred Stock | |||||
Stock-based compensation | |||||
RSUs Outstanding | 155 | ||||
Incremental cost | $ 48.99 | ||||
Qurate Retail Employees and Directors | Restricted Stock Units (RSUs) | Common Class A | |||||
Stock-based compensation | |||||
RSUs/RSAs GDFV | $ 11.98 | $ 4.78 | $ 15.47 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans. | |||
Employer cash contributions | $ 30 | $ 28 | $ 25 |
Other Comprehensive Earnings _3
Other Comprehensive Earnings (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | $ 3,733 | $ 4,972 | $ 5,744 |
Balance | 3,030 | 3,733 | 4,972 |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Foreign currency translation adjustments, Before-tax amount | (124) | 115 | |
Foreign currency translation adjustments, Tax (expense) benefit | (4) | 3 | 1 |
Foreign currency translation adjustments, Net-of-tax amount | (128) | 118 | 1 |
Gain (loss) on changes in fair value | (3) | 1 | 1 |
Recognition of previously unrealized losses (gains) on debt, net, Tax (expense) benefit | (2) | ||
Recognition of previously unrealized losses (gains) on debt, net, Net-of-tax amount | (1) | 1 | 1 |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Before-tax amount | (42) | 22 | 1 |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Tax (expense) benefit | 6 | (5) | |
Comprehensive earnings (loss) attributable to debt credit risk adjustments, Net of tax amount | (36) | 17 | 1 |
Other comprehensive earnings (loss), Before-tax amount | (169) | 136 | |
Other Comprehensive earnings (loss), Tax (expense) benefit | 4 | (2) | 1 |
Other comprehensive earnings (loss) | (165) | 134 | 1 |
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | (70) | (181) | (180) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (113) | 111 | (1) |
Balance | (183) | (70) | (181) |
Accumulated other comprehensive income (loss) of equity method affiliates [Member] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | (5) | (5) | (5) |
Balance | (5) | (5) | (5) |
Comprehensive Earnings Loss Attributable To Debt Credit Risk Adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 57 | 40 | 38 |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (36) | 17 | 2 |
Balance | 21 | 57 | 40 |
Other | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 90 | 91 | 92 |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (2) | (1) | (1) |
Balance | 88 | 90 | 91 |
Accumulated Other Comprehensive Earnings | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Balance | 72 | (55) | (55) |
Other comprehensive earnings (loss) attributable to Qurate Retail, Inc. stockholders | (151) | 127 | |
Balance | (79) | 72 | $ (55) |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest [Abstract] | |||
Other comprehensive earnings (loss) | $ (151) | $ 127 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Inventory, net | $ 1,623 | $ 1,301 |
Fire related costs, net | 21 | |
Natural Disasters and Other Casualty Events [Member] | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Insurance recoveries | 229 | |
Inventory, net | 117 | |
Loss on inventory | 134 | |
Loss on fixed assets | 87 | |
Other fire related costs | 29 | |
Total | 250 | |
Insurance proceeds received | (100) | |
Expected insurance recoveries | (129) | |
Fire related costs, net | $ 21 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information about Qurate Retail's operating segments | |||
Adjusted OIBDA | $ 2,080 | $ 2,198 | $ 2,029 |
Total revenue, net | 14,044 | 14,177 | 13,458 |
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Adjusted OIBDA | 91 | 58 | (1) |
Total revenue, net | 1,238 | 1,070 | 901 |
Inter-group Eliminations | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | (1) | (1) | |
QxH | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 8,277 | 8,505 | 8,277 |
QxH | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Adjusted OIBDA | 1,439 | 1,547 | 1,536 |
Total revenue, net | 8,277 | 8,505 | 8,277 |
QVC International | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 3,077 | 2,967 | 2,709 |
QVC International | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Adjusted OIBDA | 562 | 510 | 446 |
Total revenue, net | 3,077 | 2,967 | 2,709 |
Zulily | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,453 | 1,636 | 1,571 |
Zulily | Operating Segments | |||
Information about Qurate Retail's operating segments | |||
Adjusted OIBDA | (12) | 83 | 48 |
Total revenue, net | $ 1,453 | $ 1,636 | $ 1,571 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information about Qurate Retail's operating segments | |||
Total assets | $ 16,249 | $ 16,999 | |
Capital expenditures | 244 | 257 | $ 325 |
Operating Segments | QxH | |||
Information about Qurate Retail's operating segments | |||
Total assets | 12,337 | 12,393 | |
Capital expenditures | 169 | 182 | |
Operating Segments | QVC International | |||
Information about Qurate Retail's operating segments | |||
Total assets | 2,226 | 2,455 | |
Capital expenditures | 41 | 36 | |
Operating Segments | Zulily | |||
Information about Qurate Retail's operating segments | |||
Total assets | 654 | 1,049 | |
Capital expenditures | 20 | 23 | |
Corporate and Other | |||
Information about Qurate Retail's operating segments | |||
Total assets | 1,032 | 1,102 | |
Capital expenditures | $ 14 | $ 16 |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments - Information By Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information about Qurate Retail's operating segments | |||
Total revenue, net | $ 14,044 | $ 14,177 | $ 13,458 |
Long-Lived Assets | 1,077 | 1,300 | |
United States | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 10,864 | 11,119 | 10,666 |
Long-Lived Assets | 721 | 893 | |
Japan | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,167 | 1,132 | 1,028 |
Long-Lived Assets | 123 | 149 | |
Germany | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 1,027 | 978 | 890 |
Long-Lived Assets | 133 | 150 | |
Other Foreign Countries | |||
Information about Qurate Retail's operating segments | |||
Total revenue, net | 986 | 948 | $ 874 |
Long-Lived Assets | $ 100 | $ 108 |
Information About Qurate Reta_6
Information About Qurate Retail's Operating Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information About Qurate Retail's Operating Segments | |||
Adjusted OIBDA | $ 2,080 | $ 2,198 | $ 2,029 |
Stock-based compensation | (72) | (64) | (71) |
Depreciation and amortization | (537) | (562) | (606) |
Fire related costs, net | (21) | ||
Transaction related costs | (1) | ||
Impairment of intangible assets and long lived assets | (363) | (1,167) | |
Operating income (loss) | 1,087 | 1,572 | 184 |
Interest expense | (468) | (408) | (374) |
Share of earnings (losses) of affiliates, net | (94) | (156) | (160) |
Realized and unrealized gains (losses) on financial instruments | 99 | (110) | (251) |
Gains (losses) on transactions, net | 10 | 224 | (1) |
Tax sharing income (expense) with Liberty Broadband | 10 | (39) | (26) |
Other, net | (6) | (32) | 6 |
Earnings (loss) from continuing operations before income taxes | $ 638 | $ 1,051 | $ (622) |