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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-55409
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12244899&doc=11
QVC, Inc.
(Exact name of Registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of
incorporation or organization)
23-2414041
(I.R.S. Employer Identification Number)
 
 
1200 Wilson Drive
West Chester, Pennsylvania
(Address of principal executive offices)
19380
(Zip Code)
Registrant's telephone number, including area code: (484) 701-1000
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o
Emerging growth company o
(do not check if smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

None of the voting stock of the registrant is held by a non-affiliate of the registrant. There is no publicly traded market for any class of voting stock of the registrant. There is one holder of record of our equity, Liberty QVC Holding, LLC, an indirect wholly-owned subsidiary of Qurate Retail, Inc.
 



QVC, Inc.
2018 QUARTERLY REPORT ON FORM 10-Q


Table of Contents


 
Part I
Page
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
Part II
 
Item 6.
 


Table of Contents



Item 1. Financial Statements
QVC, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
 
March 31,

December 31,

(in millions, except share amounts)
2018

2017

Assets
 
 
Current assets:
 
 
Cash and cash equivalents
$
348

260

Restricted cash
8

8

Accounts receivable, less allowance for doubtful accounts of $87 at March 31, 2018 and $91 at December 31, 2017
1,042

1,388

Inventories
1,073

1,019

Prepaid expenses and other current assets
134

51

Total current assets
2,605

2,726

Property and equipment, net of accumulated depreciation of $1,235 at March 31, 2018 and $1,174 at December 31, 2017
1,024

1,005

Television distribution rights, net
82

78

Goodwill
5,109

5,075

Other intangible assets, net
2,597

2,605

Other noncurrent assets
67

61

Total assets
$
11,484

11,550

Liabilities and equity


Current liabilities:


Current portion of debt and capital lease obligations
$
18

17

Accounts payable-trade
664

756

Accrued liabilities
789

872

Total current liabilities
1,471

1,645

Long-term portion of debt and capital lease obligations
5,098

5,173

Deferred income taxes
480

473

Other long-term liabilities
118

117

Total liabilities
7,167

7,408

Equity:


QVC, Inc. stockholder's equity:


Common stock, $0.01 par value, 1 authorized share


Additional paid-in capital
7,039

6,897

Accumulated deficit
(2,797
)
(2,772
)
Accumulated other comprehensive loss
(30
)
(93
)
Total QVC, Inc. stockholder's equity
4,212

4,032

Noncontrolling interest
105

110

Total equity
4,317

4,142

Total liabilities and equity
$
11,484

11,550


See accompanying notes to condensed consolidated financial statements.

I-1

Table of Contents


QVC, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
 
Three months ended March 31,
 
(in millions)
2018

2017

Net revenue
$
2,093

1,965

Operating costs and expenses:
 
 
Cost of goods sold (exclusive of depreciation and amortization shown separately below)
1,320

1,243

Operating
145

137

Selling, general and administrative, including transaction related costs and stock-based compensation
208

157

Depreciation
38

41

Amortization
39

116


1,750

1,694

Operating income
343

271

Other (expense) income:
 
 
Equity in income (losses) of investee
1

(2
)
Interest expense, net
(57
)
(55
)
Foreign currency loss
(1
)
(2
)

(57
)
(59
)
Income before income taxes
286

212

Income tax expense
(79
)
(77
)
Net income
207

135

Less net income attributable to the noncontrolling interest
(11
)
(11
)
Net income attributable to QVC, Inc. stockholder
$
196

124


See accompanying notes to condensed consolidated financial statements.

I-2

Table of Contents


QVC, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
 
Three months ended March 31,
 
(in millions)
2018

2017

Net income
$
207

135

Foreign currency translation adjustments, net of tax
70

27

Total comprehensive income
277

162

Comprehensive income attributable to noncontrolling interest
(18
)
(17
)
Comprehensive income attributable to QVC, Inc. stockholder
$
259

145


See accompanying notes to condensed consolidated financial statements.

I-3

Table of Contents


QVC, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
Three months ended March 31,
 
(in millions)
2018

2017

Operating activities:
 
 
Net income
$
207

135

Adjustments to reconcile net income to net cash provided by operating activities:




Equity in (income) losses of investee
(1
)
2

Deferred income taxes
6

(22
)
Foreign currency loss
1

2

Depreciation
38

41

Amortization
39

116

Change in fair value of financial instruments and noncash interest
2

2

Stock-based compensation
9

6

Change in other long-term liabilities
1

(1
)
Effects of changes in working capital items
47

176

Net cash provided by operating activities
349

457

Investing activities:
 
 
Capital expenditures
(36
)
(17
)
Expenditures for television distribution rights
(20
)
(1
)
Changes in other noncurrent assets

(3
)
Net cash used in investing activities
(56
)
(21
)
Financing activities:
 
 
Principal payments of debt and capital lease obligations
(967
)
(650
)
Principal borrowings of debt from senior secured credit facility
872

454

Capital contribution received from Qurate Retail, Inc.
140


Dividends paid to Qurate Retail, Inc.
(233
)
(183
)
Dividends paid to noncontrolling interest
(23
)
(22
)
Other financing activities
(7
)
(4
)
Net cash used in financing activities
(218
)
(405
)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
13

9

Net increase in cash, cash equivalents and restricted cash
88

40

Cash, cash equivalents and restricted cash, beginning of period
268

294

Cash, cash equivalents and restricted cash, end of period
$
356

334

Effects of changes in working capital items:
 
 
Decrease in accounts receivable
$
352

333

Increase in inventories
(67
)
(66
)
Increase in prepaid expenses and other current assets
(88
)
(11
)
Decrease in accounts payable-trade
(101
)
(62
)
Decrease in accrued liabilities and other
(49
)
(18
)
Effects of changes in working capital items
$
47

176


See accompanying notes to condensed consolidated financial statements.

I-4

Table of Contents


QVC, Inc.
Condensed Consolidated Statement of Equity
(unaudited)
 
Common stock
Additional paid-in capital

Accumulated deficit

Accumulated other
comprehensive loss

Noncontrolling interest

Total equity

(in millions, except share data)
Shares

Amount

Balance, December 31, 2017
1

$

6,897

(2,772
)
(93
)
110

4,142

Prior period adjustments due to adoption of new accounting pronouncements



13



13

Net income



196


11

207

Foreign currency translation adjustments, net of tax




63

7

70

Capital contribution received from Qurate Retail, Inc.


140




140

Dividends paid to Qurate Retail, Inc. and noncontrolling interest and other



(233
)

(23
)
(256
)
Impact of tax liability allocation and indemnification agreement with Qurate Retail, Inc.



(1
)


(1
)
Withholding taxes on net share settlements of
stock-based compensation


(7
)



(7
)
Stock-based compensation


9




9

Balance, March 31, 2018
1

$

7,039

(2,797
)
(30
)
105

4,317


See accompanying notes to condensed consolidated financial statements.

I-5

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


(1) Basis of Presentation
QVC, Inc. and its consolidated subsidiaries ("QVC" or the "Company") is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs, the Internet and mobile applications.
In the United States ("U.S."), QVC's televised shopping programs, including live and recorded content, are broadcast across multiple channels nationally on a full-time basis, including QVC, QVC2 and Beauty iQ. The Company's U.S. programming is also available on QVC.com, QVC's U.S. website; mobile applications via streaming video; over-the-air broadcasters; and over-the-top content platforms (Roku, Apple TV, Facebook, etc.).
QVC believes that the Company's digital platforms complement the Company's televised shopping programs by allowing consumers to purchase a wide assortment of goods offered on QVC's televised programs, as well as other products that are available only on the Company's digital platforms. The Company views e-commerce as a natural extension of the Company's business, allowing the Company to stream live video and offer on-demand video segments of items recently presented live on QVC's televised programs. The Company's digital platforms allow shoppers to browse, research, compare and perform targeted searches for products, control the order-entry process and conveniently access their QVC account.
QVC's international televised shopping programs, including live and recorded content, are distributed to households outside of the U.S., primarily in Germany, Austria, Japan, the United Kingdom ("U.K."), the Republic of Ireland, Italy and France. In some of the countries where QVC operates, QVC's televised shopping programs are broadcast across multiple QVC channels: QVC Beauty & Style and QVC2 in Germany and QVC Beauty, QVC Extra, QVC Style in the U.K. The programming created for most of these markets is also available via streaming video on QVC's digital platforms. QVC's international business employs product sourcing teams who select products tailored to the interests of each local market.
The Company's Japanese operations ("QVC-Japan") are conducted through a joint venture with Mitsui & Co., LTD ("Mitsui"). QVC-Japan is owned 60% by the Company and 40% by Mitsui. The Company and Mitsui share in all profits and losses based on their respective ownership interests. During the three months ended March 31, 2018 and 2017, QVC-Japan paid dividends to Mitsui of $23 million and $22 million, respectively.
The Company also has a joint venture with CNR Media Group, formerly known as China Broadcasting Corporation, a limited liability company owned by China National Radio (''CNR''). The Company owns a 49% interest in a CNR subsidiary, CNR Home Shopping Co., Ltd. (''CNRS''). CNRS operates a retail business in China through a shopping television channel with an associated website. This joint venture is accounted for as an equity method investment recorded as equity in income (losses) of investee in the condensed consolidated statements of operations.
The Company is an indirect wholly-owned subsidiary of Qurate Retail, Inc. ("Qurate Retail") (formerly Liberty Interactive Corporation) (Nasdaq: QTREA and QRTEB), which owns interests in a broad range of digital commerce businesses, including Qurate Retail's other wholly-owned subsidiaries HSN, Inc. ("HSN") and zulily, llc ("zulily"), as well as other minority investments. QVC is part of the Qurate Retail Group, formerly QVC Group, a portfolio of brands including QVC, HSN, zulily and the Cornerstone brands. On March 9, 2018, Qurate Retail, GCI Liberty, Inc. ("GCI Liberty") (formerly General Communication, Inc.), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Qurate Retail completed the previously announced transactions whereby Qurate Retail acquired GCI Liberty through a reorganization in which certain assets and liabilities attributed to Qurate Retail’s Ventures Group were contributed to GCI Liberty in exchange for a controlling interest in GCI Liberty. Qurate Retail then effected a tax-free separation of its controlling interest in the combined company. Qurate Retail's QVC Group common stock became the only outstanding common stock of Qurate Retail.


I-6

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

On October 1, 2015, Qurate Retail acquired all of the outstanding shares of zulily (now known as zulily, llc). zulily is an online retailer offering customers a fun and entertaining shopping experience with a fresh selection of new product styles launched each day for a limited time period. The Company believes that its business is complementary to the Company. zulily is not part of the results of operations or financial position of QVC presented in these condensed consolidated financial statements. During each of the three months ended March 31, 2018 and 2017, QVC and zulily engaged in multiple transactions relating to sales, sourcing of merchandise, marketing initiatives and business advisory services. The gross value of these transactions totaled $3 million and $2 million for the three months ended March 31, 2018 and 2017, respectively, which did not have a material impact on QVC's financial position, results of operations, or liquidity.
On June 23, 2016, QVC amended and restated its senior secured credit facility (the "Third Amended and Restated Credit Agreement") increasing the revolving credit facility from $2.25 billion to $2.65 billion as explained further in note 6. The Third Amended and Restated Credit Agreement includes a $400 million tranche that may be borrowed by QVC or zulily. Under the terms of the Third Amended and Restated Credit Agreement, QVC and zulily are jointly and severally liable for all amounts borrowed on the $400 million tranche. In accordance with the accounting guidance for obligations resulting from joint and several liability arrangements, QVC will record a liability for amounts it has borrowed under the credit facility plus any additional amount it expects to repay on behalf of zulily. As of March 31, 2018, there were no loans outstanding by zulily on the $400 million tranche of the Third Amended and Restated Credit Agreement.
On December 29, 2017, Qurate Retail completed the acquisition of the remaining 62% ownership interest of HSN in an all-stock transaction. HSN is not included in the results of operations or financial position of QVC presented in the Company's condensed consolidated financial statements. During the three months ended March 31, 2018, QVC and HSN engaged in transactions relating to personnel, sales, sourcing of merchandise, marketing initiatives, business advisory services, and software development. The gross value of these transactions totaled $5 million, which did not have a material impact on QVC's financial position, results of operations, or liquidity.
The condensed consolidated financial statements include the accounts of QVC, Inc. and its majority-owned subsidiaries. All significant intercompany accounts and transactions were eliminated in consolidation.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in QVC's Annual Report on Form 10-K for the year ended December 31, 2017.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent 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. Estimates include, but are not limited to, sales returns, uncollectible receivables, inventory obsolescence, medical and other benefit related costs, depreciable lives of fixed assets, internally-developed software, valuation of acquired intangible assets and goodwill, income taxes and stock‑based compensation.


I-7

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

Adoption of new accounting pronouncements
On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued ASU No. 2016-08 which clarifies principal versus agent considerations, in April 2016, the FASB issued ASU No. 2016-10 which clarifies the identification of performance obligations and the implementation guidance for licensing, and in May 2016, the FASB issued ASU No. 2016-12 which clarifies assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“ASC 606”) to all contracts using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as a $14 million adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact to its net income on an ongoing basis. Refer to the table below for the adoption of this guidance.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company has adopted this guidance on January 1, 2018 and there was no significant effect of the standard on its condensed consolidated financial statements.
The cumulative effect of the changes due to the adoption of ASC 606 and ASU No. 2016-16 were as follows:
(in millions)
Balance at December 31, 2017
Adjustments Due to ASC 606
Adjustments Due to ASU 2016-16
Balance at January 1, 2018
Assets:
 
 
 
 
Inventories
$
1,019

$
(22
)
$

$
997

Prepaid expenses and other current assets
51


(1
)
50

 
 
 
 
 
Liabilities:
 
 
 
 
Accrued liabilities
872

(36
)

836

 
 
 
 
 
Equity:
 
 
 
 
Accumulated deficit
(2,772
)
14

(1
)
(2,759
)



I-8

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

In accordance with the new revenue standard requirements, the impact of adoption on our condensed consolidated statement of operations was as follows:

Statement of Operations
Three months ended March 31, 2018
 
(in millions)
As Reported
Balances Without Adoption of ASC 606
Effect of Change Increase/(Decrease)
Net revenue
$
2,093

$
2,044

$
49

 
 
 
 
Costs and expenses:
 
 
 
Cost of goods sold
1,320

1,310

10

Operating
145

144

1

Selling, general and administrative, including transaction related costs and stock-based compensation
208

182

26

 
 
 
 
Income tax expense
(79
)
(76
)
3

 
 
 
 
Net income
207

198

9


The effect of changes of adoption is primarily due to the timing of revenue recognition and the classification of income for its QVC-branded credit card ("Q-Card Income"). For the three months ended March 31, 2018, revenue is recognized at the time of shipment to the Company's customers consistent with when control passes and Q-Card Income is recognized in revenue. For the three months ended March 31, 2017, revenue was recognized at the time of delivery to the customers and deferred revenue, as well as related expenses, were recorded to account for the shipments in-transit. In addition, Q-Card Income was recognized as an offset to selling, general and administrative expenses. The Company also recognized a separate $74 million asset (included in prepaid expenses and other current assets) related to the expected return of inventory and a $159 million liability (included in accrued liabilities) relating to its sales return reserve at March 31, 2018, instead of the net presentation of the liability that was reported at December 31, 2017 and March 31, 2017.

In January 2016, the FASB issued ASU No. 2016-01, Financial Statements - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which requires equity investments with readily determinable fair values (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2017. The Company has adopted this guidance during the first quarter of 2018, and there was no significant effect of the standard on its financial reporting.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues to reduce the diversity in practice for appropriate classification on the statement of cash flows. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The Company has adopted this guidance during the first quarter of 2018 and there was no significant effect of the standard on its condensed consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company has adopted this guidance during the first quarter of 2018, and has reclassified prior period balances in cash and cash equivalents within the condensed consolidated statements of cash flows in order to conform with current period presentation.


I-9

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity to which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The Company has adopted this guidance during the first quarter of 2018 and there was no significant effect of the standard on its condensed consolidated financial statements.
 
Accounting pronouncements issued but not yet adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for the Company beginning on January 1, 2019 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. While the Company is currently evaluating the effect that the updated standard will have on its ongoing financial reporting, it expects that the operating leases listed in note 7 - Leases will be recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets upon adoption of the new standard.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), which addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Cuts and Jobs Act (the "Tax Act") on items within accumulated other comprehensive income (loss). The guidance will be effective for the Company in the first quarter of 2019 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
(2) Television Distribution Rights, Net
Television distribution rights consisted of the following:
(in millions)
March 31, 2018

December 31, 2017

Television distribution rights
$
763

730

Less accumulated amortization
(681
)
(652
)
Television distribution rights, net
$
82

78

The Company recorded amortization expense of $16 million and $50 million for the three months ended March 31, 2018 and 2017, respectively, related to television distribution rights. The decrease in amortization expense for the three months ended March 31, 2018 is primarily due to the end of affiliation agreement terms for contracts in place at the time of Qurate Retail's acquisition of QVC in 2003.
As of March 31, 2018, related amortization expense for each of the next five years ended December 31 was as follows (in millions):
Remainder of 2018
$
35

2019
26

2020
14

2021
4

2022
3



I-10

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

(3) Goodwill
The changes in the carrying amount of goodwill for the three months ended March 31, 2018 were as follows:
(in millions)
QVC-U.S.

QVC-Germany

QVC-Japan

QVC-U.K.

QVC-Italy

Total

Balance as of December 31, 2017
$
4,190

305

269

176

135

5,075

Exchange rate fluctuations

7

15

8

4

34

Balance as of March 31, 2018
$
4,190

312

284

184

139

5,109

(4) Other Intangible Assets, Net
Other intangible assets consisted of the following:
 
March 31, 2018
 
December 31, 2017
 
(in millions)
Gross
cost

Accumulated
amortization

Other intangible assets, net

Gross
cost

Accumulated
amortization

Other intangible assets, net

Purchased and internally developed software
$
727

(571
)
156

710

(548
)
162

Affiliate and customer relationships
2,424

(2,416
)
8

2,419

(2,409
)
10

Debt origination fees
8

(3
)
5

8

(3
)
5

Trademarks (indefinite life)
2,428


2,428

2,428


2,428


$
5,587

(2,990
)
2,597

5,565

(2,960
)
2,605

The Company recorded amortization expense of $23 million and $66 million for the three months ended March 31, 2018 and 2017, respectively, related to other intangible assets. The decrease in amortization expense for the three months ended March 31, 2018 is primarily due to the end of affiliation agreement terms for contracts in place at the time of Qurate Retail's acquisition of QVC in 2003.
As of March 31, 2018, the related amortization and interest expense for each of the next five years ended December 31 was as follows (in millions):
Remainder of 2018
$
71

2019
62

2020
32

2021
4

2022

(5) Accrued Liabilities
Accrued liabilities consisted of the following:
(in millions)
March 31, 2018

December 31, 2017

Accounts payable non-trade
$
209

279

Allowance for sales returns
159

96

Income taxes
158

128

Accrued compensation and benefits
105

119

Sales and other taxes
45

71

Accrued interest
38

58

Deferred revenue
14

58

Other
61

63

 
$
789

872



I-11

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

(6) Long-Term Debt and Capital Lease Obligations
Long-term debt and capital lease obligations consisted of the following:
(in millions)
March 31, 2018

December 31, 2017

3.125% Senior Secured Notes due 2019, net of original issue discount
$
399

399

5.125% Senior Secured Notes due 2022
500

500

4.375% Senior Secured Notes due 2023, net of original issue discount
750

750

4.85% Senior Secured Notes due 2024, net of original issue discount
600

600

4.45% Senior Secured Notes due 2025, net of original issue discount
599

599

5.45% Senior Secured Notes due 2034, net of original issue discount
399

399

5.95% Senior Secured Notes due 2043, net of original issue discount
300

300

Senior secured credit facility
1,405

1,496

Capital lease obligations
85

68

Build to suit lease obligation
100

101

Less debt issuance costs, net
(21
)
(22
)
Total debt and capital lease obligations
5,116

5,190

Less current portion
(18
)
(17
)
Long-term portion of debt and capital lease obligations
$
5,098

5,173

Senior Secured Notes
All of QVC's senior secured notes are secured by the capital stock of QVC and certain of its subsidiaries and have equal priority to the senior secured credit facility. The interest on all of QVC's senior secured notes is payable semi-annually.
Senior Secured Credit Facility
On June 23, 2016, QVC entered into the Third Amended and Restated Credit Agreement with zulily as borrowers (collectively, the “Borrowers”) which is a multi-currency facility that provides for a $2.65 billion revolving credit facility with a $300 million sub-limit for standby letters of credit and $1.5 billion of uncommitted incremental revolving loan commitments or incremental term loans. The Third Amended and Restated Credit Agreement includes a $400 million tranche that may be borrowed by the Company or zulily with an additional $50 million sub-limit for standby letters of credit (see note 1). The remaining $2.25 billion and any incremental loans may be borrowed only by the Company. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% and 0.75% depending on the Borrowers’ combined ratio of Consolidated Total Debt to Consolidated EBITDA (the “Combined Consolidated Leverage Ratio”). Borrowings that are London Interbank Offered Rate ("LIBOR") loans will bear interest at a per annum rate equal to the applicable LIBOR rate plus a margin that varies between 1.25% and 1.75% depending on the Borrowers’ Combined Consolidated Leverage Ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability; provided that, if zulily ceases to be controlled by Qurate Retail, all of its loans must be repaid and its letters of credit cash collateralized. The facility matures on June 23, 2021, except that $140 million of the $2.25 billion commitment available to QVC matures on March 9, 2020. Any amounts prepaid on the revolving facility may be reborrowed. Payment of loans may be accelerated following certain customary events of default.
QVC had $1,235 million available under the terms of the Third Amended and Restated Credit Agreement at March 31, 2018, including the portion available under the $400 million tranche that zulily may also borrow on. The interest rate on the Third Amended and Restated Credit Agreement was 3.2% at March 31, 2018.


I-12

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

The payment and performance of the Borrowers’ obligations under the Third Amended and Restated Credit Agreement are guaranteed by each of QVC’s Material Domestic Subsidiaries (as defined in the Third Amended and Restated Credit Agreement). Further, the borrowings under the Third 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 payment and performance of the Borrowers’ obligations with respect to the $400 million tranche available to both QVC and zulily are also guaranteed by each of zulily’s Material Domestic Subsidiaries (as defined in the Third Amended and Restated Credit Agreement), if any, and are secured by a pledge of all of zulily’s equity interests.
The Third Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on the Company and zulily and each of their respective restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting the Company’s consolidated leverage ratio and the Borrowers’ Combined Consolidated Leverage Ratio.
Interest Rate Swap Arrangements
During the year ended December 31, 2016, QVC entered into a three-year interest rate swap arrangement with a notional amount of $125 million to mitigate the interest rate risk associated with interest payments related to its variable rate debt. The swap arrangement does not qualify as a cash flow hedge under U.S. GAAP. Accordingly, changes in the fair value of the swap are reflected in gain on financial instruments in the accompanying condensed consolidated statements of operations. At March 31, 2018, the fair value of the swap instrument was in a net asset position of approximately $2 million which was included in other noncurrent assets.
Other Debt Related Information
QVC was in compliance with all of its debt covenants at March 31, 2018.
During the quarter, there were no significant changes to QVC's debt credit ratings.
The weighted average interest rate applicable to all of the outstanding debt (excluding capital and build to suit leases) prior to amortization of bond discounts and related debt issuance costs was 4.3% as of March 31, 2018.
(7) Leases
Future minimum payments under noncancelable operating leases and capital leases with initial terms of one year or more and the lease related to the Company's California distribution center (build to suit lease) at March 31, 2018 consisted of the following:
(in millions)
Capital leases

Operating leases

Build to suit lease

Remainder of 2018
$
12

16

3

2019
16

17

6

2020
12

14

6

2021
12

11

6

2022
10

9

6

Thereafter
31

71

58

Total
$
93

138

85



I-13

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

The Company has entered into fifteen separate capital lease agreements with transponder and transmitter network suppliers to transmit its signals in the U.S., Germany and France at an aggregate monthly cost of $1 million. The Company is also party to a capital lease agreement for data processing hardware. Depreciation expense related to the capital leases was $4 million and $3 million for the three months ended March 31, 2018 and 2017, respectively. Total future minimum capital lease payments of $93 million include $8 million of imputed interest. The transponder service agreements for our U.S. transponders expire between 2018 and 2023. The transponder and transmitter network service agreements for our international transponders expire between 2019 and 2027.
Expenses for operating leases, principally for data processing equipment, facilities, satellite uplink service agreements and the California distribution center land, amounted to $6 million for each of the three months ended March 31, 2018 and 2017.
On July 2, 2015, QVC entered into a lease (the “Lease”) for a California distribution center. Pursuant to the Lease, the landlord built an approximately one million square foot rental building in Ontario, California (the “Premises”), and thereafter leased the Premises to QVC as its new California distribution center for an initial term of 15 years. Under the Lease, QVC is required to pay an initial base rent of approximately $6 million per year, increasing to approximately $8 million per year by the final year of the initial term, as well as all real estate taxes and other building operating costs. QVC also has an option to extend the term of the Lease for up to two consecutive terms of 10 years each.
The Company concluded that it was the deemed owner (for accounting purposes only) of the Premises during the construction period under build to suit lease accounting.
QVC has the right to purchase the Premises and related land from the landlord by entering into an amended and restated agreement at any time during the twenty-fifth or twenty-sixth months of the Lease's initial term, which will occur in June and July of 2018, with a $10 million initial payment and annual payments of $12 million over a term of 13 years.
On August 29, 2016, the California distribution center officially opened. The Company evaluated whether the Lease met the criteria for "sale-leaseback" treatment under U.S. GAAP and concluded that it did not. Therefore, the Company treats the Lease as a financing obligation and lease payments are attributed to: (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense representing an imputed cost to lease the underlying land of the Premises. In addition, the building asset is being depreciated over its estimated useful life of 20 years. Although the Company did not begin making monthly lease payments pursuant to the Lease until February 2017, the portion of the lease obligations allocated to the land has been treated for accounting purposes as an operating lease that commenced in 2015. If the Company does not exercise its right to purchase the Premises and related land, the Company will derecognize both the net book values of the asset and the financing obligation at the conclusion of the lease term.

(8) Revenue

Disaggregated revenue by segment and product category consisted of the following:

 
Three months ended March 31, 2018
 
(in millions)
QVC-U.S.

QVC-International

Total

Home
$
499

260

759

Apparel
280

119

399

Beauty
239

144

383

Accessories
186

67

253

Jewelry
95

55

150

Electronics
87

26

113

Other revenue
31

5

36

Total net revenue
$
1,417

676

2,093




I-14

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

Consumer Product Revenue and Other Revenue

QVC's revenue includes sales of consumer products in the following categories; home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media.

Other revenue consists primarily of income generated from our QVC-branded credit card ("Q-Card") in which a large consumer financial services company provides revolving credit directly to QVC's customers for the sole purpose of purchasing merchandise or services with a Q-Card. In return, the Company receives a portion of the net economics of the credit card program.

Revenue Recognition

For the three months ended March 31, 2018, revenue is recognized when obligations with our customer 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 generally recognizes revenue related to the Q-Card over time as the Q-Card is used by QVC'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 the goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities will be 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

Our products are generally sold with a right of return for up to 30 days after the date of shipment 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 generally 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.

(9) Income Taxes
The Company calculates its interim income tax provision by applying its best estimate of the annual expected effective tax rate to its ordinary year-to-date income or loss. The tax or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.
The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on the prior quarters is included in the tax expense for the current quarter.


I-15

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

For the three months ended March 31, 2018, the Company recorded a tax provision of $79 million, which represented an effective tax rate of 27.6%. For the three months ended March 31, 2017, the Company recorded a tax provision of $77 million, which represented an effective tax rate of 36.3%. The Tax Act, enacted in 2017, made broad and complex changes to the U.S. tax code which included a lowering of the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, changes in how foreign earnings are taxed in the U.S., the limitation on the deduction of net interest expense and other changes. The reduction to the 2018 effective tax rate is a result of these and other changes from the Tax Act. The 2018 rate differs from the U.S. federal income tax rate of 21% due primarily to state and foreign tax expenses. The 2017 rate differs from the U.S. federal income tax rate of 35% due primarily to state tax expense.
QVC is party to ongoing discussions with the Internal Revenue Service under the Compliance Assurance Process audit program. The Company files Federal tax returns on a consolidated basis with its parent company, Qurate Retail. The Company, or one of its subsidiaries, files income tax returns in various states and foreign jurisdictions. As of March 31, 2018, certain of the Company's subsidiaries were under examination in Germany for 2012 through 2014. In addition, as of March 31, 2018, the Company, or one of its subsidiaries, was also under examination in California, New York and Pennsylvania.
The Company is a party to a Tax Liability Allocation and Indemnification Agreement (the “Tax Agreement”) with Qurate Retail. The Tax Agreement establishes the methodology for the calculation and payment of income taxes in connection with the consolidation of the Company with Qurate Retail for income tax purposes. Generally, the Tax Agreement provides that the Company will pay Qurate Retail an amount equal to the tax liability, if any, that it would have if it were to file as a consolidated group separate and apart from Qurate Retail, with exceptions for the treatment and timing of certain items, including but not limited to deferred intercompany transactions, credits, and net operating and capital losses. To the extent that the separate company tax expense is different from the payment terms of the Tax Agreement, the difference is recorded as either a dividend or capital contribution.
The amounts of the tax-related balances due to Qurate Retail at March 31, 2018 and December 31, 2017 were $109 million and $60 million, respectively, and were included in accrued liabilities in the accompanying condensed consolidated balance sheets.
(10) Commitments and Contingencies
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company 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 the amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
Network and information systems, including the Internet and telecommunication systems, third party delivery services and other technologies are critical to QVC's business activities. Substantially all of QVC's customer orders, fulfillment and delivery services are dependent upon the use of network and information systems, including the use of third party telecommunication and delivery service providers. If information systems including the Internet or telecommunication services are disrupted, or if the third party delivery services experience a disruption in their transportation delivery services, the Company could face a significant disruption in fulfilling QVC's customer orders and shipment of QVC's products. The Company has active disaster recovery programs in place to help mitigate risks associated with these critical business activities.
(11) Financial Instruments and Fair Value Measurements
For assets and liabilities required to be reported or disclosed at fair value, U.S. 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.


I-16

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

The Company's assets and liabilities measured or disclosed at fair value were as follows:


Fair value measurements at March 31, 2018 using
 
(in millions)
Total

Quoted prices
in active
markets for
identical
assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Current assets:




Cash equivalents
$
129

129



Noncurrent assets:




Interest rate swap arrangements
2


2


Long-term liabilities:




Debt (note 6)
4,974


4,974




Fair value measurements at December 31, 2017 using
 
(in millions)
Total

Quoted prices
in active
markets for
identical
assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Current assets:




Cash equivalents
$
42

42



Noncurrent assets:
 
 
 
 
Interest rate swap arrangements
2


2


Long-term liabilities:








Debt (note 6)
5,132


5,132


The majority of the Company's Level 2 financial liabilities are debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in U.S. GAAP. Accordingly, the financial instruments are reported in the foregoing tables as Level 2 fair value instruments.
During the year ended December 31, 2016, QVC entered into a three-year interest rate swap arrangement with a notional amount of $125 million to mitigate the interest rate risk associated with interest payments related to its variable rate debt. The swap arrangement does not qualify as a cash flow hedge under U.S. GAAP. Accordingly, changes in the fair value of the swap are reflected in gain on financial instruments in the accompanying condensed consolidated statements of operations. At March 31, 2018, the fair value of the swap instrument was in a net asset position of approximately $2 million which was included in other noncurrent assets.
(12) Information about QVC's Operating Segments
The Company has identified two reportable operating segments: QVC-U.S. and QVC-International. Both operating segments are retailers of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised-shopping programs as well as via the Internet and mobile applications in certain markets.
QVC's chief operating decision maker ("CODM") is QVC's Chief Executive Officer. QVC's CODM has ultimate responsibility for enterprise decisions. QVC's CODM determines, in particular, resource allocation for, and monitors performance of, the consolidated enterprise, QVC-U.S. and QVC-International. The segment managers have responsibility for operating decisions, allocating resources and assessing performance within their respective segments. QVC's CODM relies on internal management reporting that analyzes enterprise results and segment results to the Adjusted OIBDA level (see below).


I-17

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as net revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per subscriber equivalent. The Company defines Adjusted OIBDA as revenue less cost of goods sold, operating expenses, and selling, general and administrative expenses (excluding restructuring, integration and advisory fees incurred by QVC as a result of the acquisition of HSN by Qurate Retail on December 29, 2017 ("transaction related costs") and stock-based compensation). The Company believes this measure is an important indicator of the operational strength and performance of its segments, including the ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking among the Company's businesses and identify strategies to improve performance. This measure of performance excludes depreciation, amortization, stock-based compensation and transaction related costs that are included in the measurement of operating income pursuant to U.S. 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 U.S. GAAP.
Performance measures
 
Three months ended March 31,
 
 
2018
 
2017
 
(in millions)
Net
revenue

Adjusted
OIBDA

Net
revenue

Adjusted
OIBDA

QVC-U.S.
$
1,417

326

1,370

336

QVC-International
676

107

595

98

Consolidated QVC
$
2,093

433

1,965

434

Other information
 
Three months ended March 31,
 
 
2018
 
2017
 
(in millions)
Depreciation

Amortization

Depreciation

Amortization

QVC-U.S.
$
23

36

24

105

QVC-International
15

3

17

11

Consolidated QVC
$
38

39

41

116


March 31, 2018
 
December 31, 2017
 
(in millions)
Total
assets

Capital
expenditures

Total
assets

Capital
expenditures

QVC-U.S.
$
9,253

21

9,429

116

QVC-International
2,231

15

2,121

36

Consolidated QVC
$
11,484

36

11,550

152

Property and equipment, net of accumulated depreciation, by segment were as follows:
(in millions)
March 31, 2018

December 31, 2017

QVC-U.S.
$
543

559

QVC-International
481

446

Consolidated QVC
$
1,024

1,005



I-18

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

The following table provides a reconciliation of Adjusted OIBDA to income before income taxes:
 
Three months ended March 31,
 
(in millions)
2018

2017

Adjusted OIBDA
$
433

434

Transaction related costs
(4
)

Stock-based compensation
(9
)
(6
)
Depreciation and amortization
(77
)
(157
)
Equity in income (losses) of investee
1

(2
)
Interest expense, net
(57
)
(55
)
Foreign currency loss
(1
)
(2
)
Income before income taxes
$
286

212

(13) Other Comprehensive Income
The change in the component of accumulated other comprehensive loss, net of taxes ("AOCL"), is summarized as follows:
(in millions)
Foreign currency translation adjustments

AOCL

Balance at January 1, 2018
$
(93
)
(93
)
Other comprehensive income attributable to QVC, Inc. stockholder
63

63

Balance at March 31, 2018
(30
)
(30
)
 
 
 
Balance at January 1, 2017
$
(224
)
(224
)
Other comprehensive income attributable to QVC, Inc. stockholder
21

21

Balance at March 31, 2017
(203
)
(203
)
The component of other comprehensive income is reflected in QVC's condensed consolidated statements of comprehensive income, net of taxes. The following table summarizes the tax effects related to the component of other comprehensive income:
(in millions)
Before-tax amount

Tax expense

Net-of-tax amount

Three months ended March 31, 2018
 
 
 
Foreign currency translation adjustments
$
71

(1
)
70

Other comprehensive income
71

(1
)
70

 
 
 
 
Three months ended March 31, 2017
 
 
 
Foreign currency translation adjustments
$
47

(20
)
27

Other comprehensive income
47

(20
)
27

(14) Guarantor/Non-guarantor Subsidiary Financial Information
The following information contains the condensed consolidating financial statements for the Company, the parent on a stand-alone basis (QVC, Inc.), the combined subsidiary guarantors (Affiliate Relations Holdings, Inc.; Affiliate Investment, Inc.; AMI 2, Inc.; ER Marks, Inc.; QVC Rocky Mount, Inc.; QVC San Antonio, LLC; QVC Global Holdings I, Inc.; and QVC Global Holdings II, Inc.) and the combined non-guarantor subsidiaries pursuant to Rule 3-10 of Regulation S-X.
In connection with the Third Amended and Restated Credit Agreement in June 2016 (see notes 1 and 6), QVC International Ltd is no longer a guarantor subsidiary, and is reflected with the combined non-guarantor subsidiaries.


I-19

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

These condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the Company's condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, such as management fees, royalty revenue and expense, interest income and expense and gains on intercompany asset transfers. Goodwill and other intangible assets have been allocated to the subsidiaries based on management’s estimates. Certain costs have been partially allocated to all of the subsidiaries of the Company.
The subsidiary guarantors are 100% owned by the Company. All guarantees are full and unconditional and are joint and several. There are no significant restrictions on the ability of the Company to obtain funds from its U.S. subsidiaries, including the guarantors, by dividend or loan. The Company has not presented separate notes and other disclosures concerning the subsidiary guarantors as the Company has determined that such material information is available in the notes to the Company's condensed consolidated financial statements.


I-20

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Balance Sheets
March 31, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Assets
Current assets:





Cash and cash equivalents
$
10

97

241


348

Restricted cash
5


3


8

Accounts receivable, net
761


281


1,042

Inventories
769


304


1,073

Prepaid expenses and other current assets
84


50


134

Total current assets
1,629

97

879


2,605

Property and equipment, net
284

58

682


1,024

Television distribution rights, net

81

1


82

Goodwill
4,190


919


5,109

Other intangible assets, net
532

2,048

17


2,597

Other noncurrent assets
15


52


67

Investments in subsidiaries
3,694

1,772


(5,466
)

Total assets
$
10,344

4,056

2,550

(5,466
)
11,484

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
4


14


18

Accounts payable-trade
381


283


664

Accrued liabilities
223

260

306


789

Intercompany accounts payable (receivable)
434

(1,499
)
1,065



Total current liabilities
1,042

(1,239
)
1,668


1,471

Long-term portion of debt and capital lease obligations
4,942


156


5,098

Deferred income taxes
58

470

(48
)

480

Other long-term liabilities
90


28


118

Total liabilities
6,132

(769
)
1,804


7,167

Equity:





QVC, Inc. stockholder's equity
4,212

4,825

641

(5,466
)
4,212

Noncontrolling interest


105


105

Total equity
4,212

4,825

746

(5,466
)
4,317

Total liabilities and equity
$
10,344

4,056

2,550

(5,466
)
11,484



I-21

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)

Condensed Consolidating Balance Sheets
December 31, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Assets
Current assets:





Cash and cash equivalents
$
2

33

225


260

Restricted cash
5


3


8

Accounts receivable, net
1,076


312


1,388

Inventories
758


261


1,019

Prepaid expenses and other current assets
28


23


51

Total current assets
1,869

33

824


2,726

Property and equipment, net
295

60

650


1,005

Television distribution rights, net

78



78

Goodwill
4,190


885


5,075

Other intangible assets, net
539

2,048

18


2,605

Other noncurrent assets
14


47


61

Investments in subsidiaries
3,579

1,626


(5,205
)

Total assets
$
10,486

3,845

2,424

(5,205
)
11,550

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
3


14


17

Accounts payable-trade
455


301


756

Accrued liabilities
366

227

279


872

Intercompany accounts payable (receivable)
453

(1,513
)
1,060



Total current liabilities
1,277

(1,286
)
1,654


1,645

Long-term portion of debt and capital lease obligations
5,033


140


5,173

Deferred income taxes
52

468

(47
)

473

Other long-term liabilities
92


25


117

Total liabilities
6,454

(818
)
1,772


7,408

Equity:





QVC, Inc. stockholder's equity
4,032

4,663

542

(5,205
)
4,032

Noncontrolling interest


110


110

Total equity
4,032

4,663

652

(5,205
)
4,142

Total liabilities and equity
$
10,486

3,845

2,424

(5,205
)
11,550



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Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Statements of Operations
Three months ended March 31, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,455

223

728

(313
)
2,093

Operating costs and expenses
 
 
 
 
 
Cost of goods sold (exclusive of depreciation and amortization shown separately below)
878

35

447

(40
)
1,320

Operating
102

58

74

(89
)
145

Selling, general and administrative, including transaction related costs and stock-based compensation
279


113

(184
)
208

Depreciation
16

3

19


38

Amortization
20

16

3


39


1,295

112

656

(313
)
1,750

Operating income
160

111

72


343

Other (expense) income:





Equity in income of investee


1


1

Interest expense, net
(57
)



(57
)
Foreign currency loss
(4
)

3


(1
)
Intercompany interest (expense) income
(7
)
38

(31
)



(68
)
38

(27
)

(57
)
Income before income taxes
92

149

45


286

Income tax expense
(22
)
(34
)
(23
)

(79
)
Equity in earnings of subsidiaries, net of tax
137

25


(162
)

Net income
207

140

22

(162
)
207

Less net income attributable to the noncontrolling interest
(11
)

(11
)
11

(11
)
Net income attributable to QVC, Inc. stockholder
$
196

140

11

(151
)
196



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Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Statements of Operations
Three months ended March 31, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,404

225

644

(308
)
1,965

Operating costs and expenses
 
 
 
 
 
Cost of goods sold (exclusive of depreciation and amortization shown separately below)
855

37

391

(40
)
1,243

Operating
100

58

68

(89
)
137

Selling, general and administrative, including transaction related costs and stock-based compensation
242


94

(179
)
157

Depreciation
17

2

22


41

Amortization
60

45

11


116


1,274

142

586

(308
)
1,694

Operating income
130

83

58


271

Other (expense) income:
 
 
 
 
 
Equity in losses of investee


(2
)

(2
)
Interest expense, net
(55
)



(55
)
Foreign currency gain (loss)
(1
)

(1
)

(2
)
Intercompany interest (expense) income
(1
)
22

(21
)



(57
)
22

(24
)

(59
)
Income before income taxes
73

105

34


212

Income tax expense
(32
)
(30
)
(15
)

(77
)
Equity in earnings of subsidiaries, net of tax
94

17


(111
)

Net income
135

92

19

(111
)
135

Less net income attributable to the noncontrolling interest
(11
)

(11
)
11

(11
)
Net income attributable to QVC, Inc. stockholder
$
124

92

8

(100
)
124







I-24

Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Statements of Comprehensive Income
Three months ended March 31, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
207

140

22

(162
)
207

Foreign currency translation adjustments
70


70

(70
)
70

Total comprehensive income
277

140

92

(232
)
277

Comprehensive income attributable to noncontrolling interest
(18
)

(18
)
18

(18
)
Comprehensive income attributable to QVC, Inc. stockholder
$
259

140

74

(214
)
259

Condensed Consolidating Statements of Comprehensive Income
Three months ended March 31, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
135

92

19

(111
)
135

Foreign currency translation adjustments
27


27

(27
)
27

Total comprehensive income
162

92

46

(138
)
162

Comprehensive income attributable to noncontrolling interest
(17
)

(17
)
17

(17
)
Comprehensive income attributable to QVC, Inc. stockholder
$
145

92

29

(121
)
145




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Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Statements of Cash Flows
Three months ended March 31, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Operating activities:










Net cash provided by operating activities
$
166

169

14


349

Investing activities:
 
 
 
 
 
Capital expenditures
(18
)
(1
)
(17
)

(36
)
Expenditures for television distribution rights

(19
)
(1
)

(20
)
Changes in other noncurrent assets
2


(2
)


Intercompany investing activities
82

(105
)

23


Net cash provided by (used in) investing activities
66

(125
)
(20
)
23

(56
)
Financing activities:
 
 
 
 
 
Principal payments of debt and capital lease obligations
(964
)

(3
)

(967
)
Principal borrowings of debt from senior secured credit facility
872




872

Capital contribution received from Qurate Retail, Inc.
140




140

Dividends paid to Qurate Retail, Inc.
(233
)



(233
)
Dividends paid to noncontrolling interest


(23
)

(23
)
Other financing activities
(7
)



(7
)
Net short-term intercompany debt (repayments) borrowings
(19
)
14

5



Other intercompany financing activities
(13
)
6

30

(23
)

Net cash (used in) provided by financing activities
(224
)
20

9

(23
)
(218
)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash


13


13

Net increase in cash, cash equivalents and restricted cash
8

64

16


88

Cash, cash equivalents and restricted cash, beginning of period
7

33

228


268

Cash, cash equivalents and restricted cash, end of period
$
15

97

244


356



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Table of Contents
QVC, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(unaudited)


Condensed Consolidating Statements of Cash Flows
Three months ended March 31, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Operating activities:
 
 
 
 
 
Net cash provided by operating activities
$
220

155

82


457

Investing activities:





Capital expenditures
(13
)
(1
)
(3
)

(17
)
Expenditures for television distribution rights

(1
)


(1
)
Other investing activities





Changes in other noncurrent assets
(2
)

(1
)

(3
)
Intercompany investing activities
201

(522
)

321


Net cash provided by (used in) investing activities
186

(524
)
(4
)
321

(21
)
Financing activities:





Principal payments of debt and capital lease obligations
(648
)

(2
)

(650
)
Principal borrowings of debt from senior secured credit facility
454




454

Dividends paid to Qurate Retail, Inc.
(183
)



(183
)
Dividends paid to noncontrolling interest


(22
)

(22
)
Other financing activities
(4
)



(4
)
Net short-term intercompany debt (repayments) borrowings
(20
)
(1,030
)
1,050



Other intercompany financing activities
(6
)
1,453

(1,126
)
(321
)

Net cash (used in) provided by financing activities
(407
)
423

(100
)
(321
)
(405
)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash


9


9

Net (decrease) increase in cash, cash equivalents and restricted cash
(1
)
54

(13
)

40

Cash, cash equivalents and restricted cash, beginning of period
10

97

187


294

Cash, cash equivalents and restricted cash, end of period
$
9

151

174


334




I-27

Table of Contents


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
customer demand for our products and services and our ability to anticipate customer demand and to adapt to changes in demand;
competitor responses to our products and services;
increased digital TV penetration and the impact on channel positioning of our programs;
the levels of online traffic on our websites and our ability to convert visitors into consumers or contributors;
uncertainties inherent in the development and integration of new business lines and business strategies;
our future financial performance, including availability, terms and deployment of capital;
our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;
the cost and ability of shipping companies, suppliers and vendors to deliver products, equipment, software and services;
the outcome of any pending or threatened litigation;
availability of qualified personnel;
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;
changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors;
domestic and international economic and business conditions and industry trends;
changes in tariffs, trade policy and trade relations following the 2016 U.S. presidential election and the vote by the United Kingdom ("U.K.") to exit from the European Union (“E.U.”);
consumer spending levels, including the availability and amount of individual consumer debt;
advertising spending levels;
changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand and Internet Protocol television and their impact on home shopping programming;
rapid technological changes;
failure to protect the security of personal information, subjecting us to potentially costly government enforcement actions and/or private litigation and reputational damage;
the regulatory and competitive environment of the industries in which we operate;
threatened terrorist attacks, political unrest in international markets and ongoing military action around the world;


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Table of Contents


fluctuations in foreign currency exchange rates; and
Qurate Retail, Inc.'s ("Qurate Retail") (formerly known as Liberty Interactive Corporation) dependence on our cash flow for servicing its debt and for other purposes.
For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2017.
Overview
QVC, Inc. and its consolidated subsidiaries (unless otherwise indicated or required by the context, the terms "we," "our," "QVC" or the "Company" refer to QVC, Inc. and its consolidated subsidiaries) is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs, the Internet and mobile applications.
In the United States ("U.S."), our televised shopping programs, including live and recorded content, are broadcast across multiple channels nationally on a full-time basis, including QVC, QVC2 and Beauty iQ. Our U.S. programming is also available on QVC.com, our U.S. website; mobile applications via streaming video; over-the-air broadcasters; and over-the-top content platforms (Roku, Apple TV, Facebook, etc.).
We believe that our digital platforms complement our televised shopping programs by allowing consumers to purchase a wide assortment of goods offered on our televised programs, as well as other products that are available only on our digital platforms. We view e-commerce as a natural extension of our business, allowing us to stream live video and offer on-demand video segments of items recently presented live on our televised programs. Our digital platforms allow shoppers to browse, research, compare and perform targeted searches for products, control the order-entry process and conveniently access their QVC account.
Our international televised shopping programs, including live and recorded content, are distributed to households outside of the U.S., primarily in Germany, Austria, Japan, the U.K., the Republic of Ireland, Italy and France. In some of the countries where we operate, our televised shopping programs are broadcast across multiple QVC channels: QVC Beauty & Style and QVC2 in Germany and QVC Beauty, QVC Extra, QVC Style in the U.K. The programming created for most of these markets is also available via streaming video on our digital platforms. Our international business employs product sourcing teams who select products tailored to the interests of each local market.

The Company's Japanese operations ("QVC-Japan") are conducted through a joint venture with Mitsui & Co., LTD ("Mitsui"). QVC-Japan is owned 60% by the Company and 40% by Mitsui. The Company and Mitsui share in all profits and losses based on their respective ownership interests. During the three months ended March 31, 2018 and 2017, QVC-Japan paid dividends to Mitsui of $23 million and $22 million, respectively.
The Company also has a joint venture with CNR Media Group, formerly known as China Broadcasting Corporation, a limited liability company owned by China National Radio (''CNR''). The Company owns a 49% interest in a CNR subsidiary, CNR Home Shopping Co., Ltd. (''CNRS''). CNRS operates a retail business in China through a shopping television channel with an associated website. This joint venture is accounted for as an equity method investment recorded as equity in income (losses) of investee in the condensed consolidated statements of operations.


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The Company is an indirect wholly-owned subsidiary of Qurate Retail (Nasdaq: QTREA and QRTEB), which owns interests in a broad range of digital commerce businesses, including Qurate Retail's other wholly-owned subsidiaries HSN, Inc. ("HSN") and zulily, llc ("zulily"), as well as other minority investments. QVC is part of the Qurate Retail Group, formerly QVC Group, a portfolio of brands including QVC, HSN, zulily and the Cornerstone brands. On March 9, 2018, Qurate Retail, GCI Liberty, Inc. ("GCI Liberty") (formerly General Communication, Inc.), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Qurate Retail completed the previously announced transactions whereby Qurate Retail acquired GCI Liberty through a reorganization in which certain assets and liabilities attributed to Qurate Retail’s Ventures Group were contributed to GCI Liberty in exchange for a controlling interest in GCI Liberty. Qurate Retail then effected a tax-free separation of its controlling interest in the combined company. Qurate Retail's QVC Group common stock became the only outstanding common stock of Qurate Retail.
On October 1, 2015, Qurate Retail acquired all of the outstanding shares of zulily (now known as zulily, llc). zulily is an online retailer offering customers a fun and entertaining shopping experience with a fresh selection of new product styles launched each day for a limited time period. The Company believes that its business is complementary to the Company. zulily is not part of the results of operations or financial position of QVC presented in the accompanying consolidated financial statements. During each of the three months ended March 31, 2018 and 2017 QVC and zulily engaged in multiple transactions relating to sales, sourcing of merchandise, marketing initiatives and business advisory services. The gross value of these transactions totaled $3 million and $2 million for the three months ended March 31, 2018 and 2017, respectively, which did not have a material impact on QVC's financial position, results of operations, or liquidity.
On June 23, 2016, QVC amended and restated its senior secured credit facility (the "Third Amended and Restated Credit Agreement") increasing the revolving credit facility from $2.25 billion to $2.65 billion as explained further in notes 1 and 6 in the accompanying condensed consolidated financial statements. The Third Amended and Restated Credit Agreement includes a $400 million tranche that may be borrowed by QVC or zulily. Under the terms of the Third Amended and Restated Credit Agreement, QVC and zulily are jointly and severally liable for all amounts borrowed on the $400 million tranche. In accordance with the accounting guidance for obligations resulting from joint and several liability arrangements, QVC will record a liability for amounts it has borrowed under the credit facility plus any additional amount it expects to repay on behalf of zulily. As of March 31, 2018, there were no loans outstanding by zulily on the $400 million tranche of the Third Amended and Restated Credit Agreement.
On December 29, 2017, Qurate Retail completed the acquisition of the remaining 62% ownership interest of HSN in an all-stock transaction. HSN is not included in the results of operations or financial position of QVC presented in the Company's condensed consolidated financial statements. During the three months ended March 31, 2018, QVC and HSN engaged in transactions relating to personnel, sales, sourcing of merchandise, marketing initiatives, business advisory services, and software development. The gross value of these transactions totaled $5 million, which did not have a material impact on QVC's financial position, results of operations, or liquidity.
Strategies and challenges of business units
QVC's goal is to become the preeminent global multimedia shopping community for people who love to shop, and to offer a shopping experience that is as much about entertainment and enrichment as it is about buying. QVC's objective is to provide an integrated shopping experience that utilizes all forms of media including television, the Internet and mobile devices. QVC intends to employ several strategies to achieve these goals and objectives. Among these strategies are to (i) extend the breadth, relevance and exposure of the QVC brand; (ii) source products that represent unique quality and value; (iii) create engaging presentation content in televised programming, mobile and online; (iv) leverage customer loyalty and continue multi-platform expansion; and (v) create a compelling and differentiated customer experience. In addition, QVC expects to expand globally by leveraging its existing systems, infrastructure and skills in other countries around the world.
QVC's future net revenue growth will primarily depend on sales growth from e-commerce and mobile platforms, additions of new customers from households already receiving QVC's television programming and increased spending from existing customers. QVC's future net revenue may also be affected by (i) the willingness of cable television and direct-to-home satellite system operators to continue carrying QVC's programming service; (ii) QVC's ability to maintain favorable channel positioning, which may become more difficult due to governmental action or from distributors converting analog customers to digital; (iii) changes in television viewing habits because of personal video recorders, video-on-demand and Internet video services; and (iv) general economic conditions.


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Table of Contents


Economic uncertainty in various regions of the world in which our subsidiaries and affiliates operate could adversely affect demand for our products and services since a substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Global financial markets have recently experienced disruptions, including increased volatility and diminished liquidity and credit availability. If economic and financial market conditions in the U.S. or other key markets, including Japan and Europe, become uncertain or deteriorate, our customers may respond by suspending, delaying, or reducing their discretionary spending. A suspension, delay or reduction in discretionary spending could adversely affect revenue. Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline. Such weak economic conditions may also inhibit our expansion into European or other markets. We currently are unable to predict the extent of any of these potential adverse effects.
On June 23, 2016, the U.K. held a referendum in which British citizens approved an exit from the E.U., commonly referred to as “Brexit.” As a result of the referendum, the global markets and currencies have been adversely impacted, including a sharp decline in the value of the U.K. Pound Sterling as compared to the U.S. Dollar. Volatility in exchange rates is expected to continue in the short term as the U.K. negotiates its exit from the E.U. In the longer term, any impact from Brexit on us will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely affect our operations and financial results. On March 29, 2017, the U.K. invoked Article 50 of the Treaty of Lisbon, which is the first step of the U.K.’s formal exit from the E.U. This starts the two-year window in which the U.K. and the European Commission can negotiate future terms for imports, exports, taxes, employment, immigration and other areas, ending in the exit of the U.K. from the E.U.
The current President of the U.S. expressed apprehension towards existing trade agreements, such as the North American Free Trade Agreement and the Trans-Pacific Partnership, and suggested that the U.S. would renegotiate or withdraw from these agreements. He also raised the possibility of significantly increasing tariffs on goods imported into the U.S., particularly from China and Mexico. On January 23, 2017, the President of the U.S. signed a presidential memorandum to withdraw the U.S. from the Trans-Pacific Partnership. This and the other proposed actions, if implemented, could adversely affect our business because we sell imported goods.


I-31

Table of Contents


Results of Operations
QVC's operating results were as follows:
 
Three months ended March 31,
 
(in millions)
2018

2017

Net revenue
$
2,093

1,965

Operating costs and expenses:
 
 
Costs of goods sold (exclusive of depreciation and amortization shown separately below)
1,320

1,243

Operating
145

137

Selling, general and administrative, excluding transaction related costs and stock-based compensation
195

151

Adjusted OIBDA
433

434

Transaction related costs
4


Stock-based compensation
9

6

Depreciation
38

41

Amortization
39

116

Operating income
343

271

Other (expense) income:
 
 
Equity in income (losses) of investee
1

(2
)
Interest expense, net
(57
)
(55
)
Foreign currency loss
(1
)
(2
)

(57
)
(59
)
Income before income taxes
286

212

Income tax expense
(79
)
(77
)
Net income
207

135

Less net income attributable to the noncontrolling interest
(11
)
(11
)
Net income attributable to QVC, Inc. stockholder
$
196

124

Net revenue
Net revenue by segment was as follows:
 
Three months ended March 31,
 
(in millions)
2018

2017

QVC-U.S.
$
1,417

1,370

QVC-International
676

595

Consolidated QVC
$
2,093

1,965

QVC's consolidated net revenue increased 6.5% for the three months ended March 31, 2018 as compared to the corresponding period in the prior year. The three month increase in net revenue of $128 million was primarily comprised of a $121 million increase due to a 5.5% increase in units sold, $67 million in favorable foreign exchange rates across all markets and $26 million due to the inclusion of QVC-branded credit card income ("Q-Card Income") in the U.S., as a result of the adoption of Accounting Standards Codifications ("ASC") 606, Revenue from Contracts with Customers, which was previously recorded as an offset to selling, general and administrative expense for the three months ended March 31, 2017. This increase was partially offset by a 2.2% decrease in average selling price per unit ("ASP") and a $33 million increase in estimated product returns, primarily driven by the U.S. and Germany. The changes in units sold, foreign exchange rates, ASP and estimated products returns are partially impacted by the change in the timing of revenue recognition as part of the adoption of ASC 606. For the three months ended March 31, 2018, the impact of this change was a $23 million increase to net revenue in comparison to net revenue for the three months ended March 31, 2018 without the adoption of ASC 606.


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During the three months ended March 31, 2018 and 2017, the changes in revenue and expenses were affected by changes in the exchange rates for the U.K. Pound Sterling, the Euro and the Japanese Yen. In the event the U.S. Dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively affected.
In discussing our operating results, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for all countries where the functional currency is not the U.S. Dollar. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the prior period's currency exchange rates. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. When we refer to constant currency operating results, this means operating results without the impact of the currency exchange rate fluctuations. The disclosure of constant currency amounts or results permits investors to understand better QVC’s underlying performance without the effects of currency exchange rate fluctuations.
The percentage change in net revenue for each of QVC's segments in U.S. Dollars and in constant currency was as follows:

Three months ended March 31, 2018
 

U.S. Dollars

Foreign Currency Exchange Impact

Constant Currency

QVC-U.S.
3.4
%
%
3.4
%
QVC-International
13.6
%
11.3
%
2.3
%
QVC-U.S. net revenue growth for the three months ended March 31, 2018 was primarily due to a 7.6% increase in units sold and $26 million due to the inclusion of Q-Card Income in the U.S., which was previously recorded as an offset to selling, general administrative for the three months ended March 31, 2017. QVC-U.S. experienced shipped sales growth in all categories except electronics and jewelry. The net revenue increase was offset by a 4.0% decrease in ASP, and an increase in estimated product returns of $27 million. The increase in estimated product returns was primarily due to an overall higher return rate and increased sales volume.
QVC-International net revenue growth in constant currency was primarily due to a 2.0% increase in units shipped, mainly in the U.K and Japan offset by a decrease in Italy. In addition there was a 0.8% increase in ASP, primarily in Germany and Italy, offset by the U.K. and Japan. The growth was offset by a $6 million increase in estimated product returns in Germany due to an overall higher return rate. QVC-International experienced shipped sales growth in constant currency in all categories except apparel.
Cost of goods sold (excluding depreciation and amortization)
QVC's cost of goods sold as a percentage of net revenue was 63.1% and 63.3% for the three months ended March 31, 2018 and 2017, respectively. The decrease in cost of goods sold as a percentage of revenue is primarily due to the inclusion of Q-Card Income in Net Revenue offset by higher warehouse and freight costs associated with the reduction of the ASP and higher margin returns.

Operating expenses
QVC's operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees and telecommunications expenses. Operating expenses increased $8 million or 6% for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017.
For the three months ended March 31, 2018, operating expenses increased primarily due to a $4 million increase in credit card fees in the U.S. and $4 million due to unfavorable exchange rates.
Selling, general and administrative expenses (excluding transaction related costs and stock-based compensation)
QVC's selling, general, and administrative expenses (excluding transaction related costs and stock-based compensation) include personnel, information technology, provision for doubtful accounts, production costs, marketing and advertising expenses and during 2017, credit card income. Such expenses increased $44 million, and as a percentage of net revenue, increased from 7.7% to 9.3% for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017.


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For the three months ended March 31, 2018, the increase was primarily due to the reclassification of Q-Card Income, attributing $26 million as a result of the adoption of ASC 606, which was previously recorded as an offset to selling, general and administrative expenses for the three months ended March 31, 2017. Additionally, there was a $10 million increase due to unfavorable exchange rates, a $3 million increase in personnel costs primarily in the U.S., and a $3 million increase in outside services primarily in Germany.
Transaction related costs
Transaction related costs include restructuring, integration, and advisory fees ("transaction related costs") that were incurred by QVC as it relates to Qurate Retail's acquisition of HSN on December 29, 2017. QVC recorded $4 million of transaction related costs for the three months ended March 31, 2018. There were no transaction related costs recorded for the three months ended March 31, 2017.
Stock-based compensation
Stock-based compensation includes compensation related to options and restricted stock units granted to certain officers and employees. QVC recorded $9 million and $6 million of stock-based compensation expense for the three months ended March 31, 2018 and 2017, respectively. The increase in stock compensation expense is primarily due to transfers of certain zulily employees into the Company subsequent to March 31, 2017 and the timing of the issuance of grants.
Depreciation and amortization
Depreciation and amortization consisted of the following:
 
Three months ended March 31,
 
(in millions)
2018

2017

Affiliate agreements
$
1

36

Customer relationships
1

41

Acquisition related amortization
2

77

Property and equipment
38

41

Software amortization
22

24

Channel placement amortization and related expenses
15

15

Total depreciation and amortization
$
77

157

For the three months ended March 31, 2018, acquisition related amortization expense decreased primarily due to the end of the useful lives of certain affiliate agreements and customer relationships established at the time of Qurate Retail's acquisition of QVC in 2003.
Equity in income (losses) of investee
The income and losses that were associated with our joint venture in China are accounted for as equity method investments.
Interest expense, net
For the three months ended March 31, 2018, consolidated interest expense, net increased $2 million or 3.6% as compared to the corresponding period in the prior year. The increase is primarily related to increases in the interest rates used to service the debt.
Foreign currency loss
Certain loans between QVC and its subsidiaries are deemed to be short-term in nature, and accordingly, the translation of these loans is recorded in the condensed consolidated statements of operations. For the three months ended March 31, 2018