߲ݴý

Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.4.0.3
Debt
3 Months Ended
Mar. 31, 2016
Long-term Debt, Unclassified [Abstract]
Long-Term Debt

(10)Long-Term Debt

Debt is summarized as follows:

Outstanding

principalat

Carryingvalue

March31, 2016

March31, 2016

December31, 2015

amountsinmillions

QVC Group

Corporate level debentures

8.5% Senior Debentures due 2029

$

287

285

285

8.25% Senior Debentures due 2030

504

501

501

1% Exchangeable Senior Debentures due 2043

346

349

349

Subsidiary level notes and facilities

QVC 3.125% Senior Secured Notes due 2019

400

399

399

QVC 5.125% Senior Secured Notes due 2022

500

500

500

QVC 4.375% Senior Secured Notes due 2023

750

750

750

QVC 4.85% Senior Secured Notes due 2024

600

600

600

QVC 4.45% Senior Secured Notes due 2025

600

599

599

QVC 5.45% Senior Secured Notes due 2034

400

399

399

QVC 5.95% Senior Secured Notes due 2043

300

300

300

QVC Bank Credit Facilities

1,894

1,894

1,815

Other subsidiary debt

72

72

72

Deferred loan costs

(33)

(34)

Total QVC Group debt

$

6,653

6,615

6,535

Ventures Group

Corporate level debentures

4% Exchangeable Senior Debentures due 2029

$

437

264

257

3.75% Exchangeable Senior Debentures due 2030

437

260

275

3.5% Exchangeable Senior Debentures due 2031

342

331

312

0.75% Exchangeable Senior Debentures due 2043

824

1,373

1,287

Subsidiary level notes and facilities

33

33

41

Total Ventures Group debt

$

2,073

2,261

2,172

Total consolidated Liberty debt

$

8,726

8,876

8,707

Less current classification

(2,605)

(1,226)

Total long-term debt

$

6,271

7,481

QVC Bank Credit Facilities

On March 9, 2015, QVC amended and restated its senior secured credit facility (the “Second Amended and Restated Credit Agreement”) which is a multi-currency facility that provides for a $2.25 billion revolving credit facility with a $250 million sub-limit for standby letters of credit and $1.5 billion of uncommitted incremental revolving loan commitments or incremental term loans. QVC may elect that the loans extended under the senior secured credit facility bear interest at a rate per annum equal to the ABR or LIBOR, as each is defined in the senior secured credit facility agreement, plus a margin of 0.25% to 1.75% depending on various factors. Each loan may be prepaid in whole or in part without penalty at any time other than customary breakage costs. Any amounts prepaid on the revolving credit facility may be reborrowed. Payment of the loans may be accelerated following certain customary events of default. The senior secured credit facility is secured by the capital stock of QVC.

The interest rate on borrowings outstanding under the QVC Bank Credit Facilities was 2.2% at March31, 2016. Availability under the Second Amended and Restated Credit Agreement at March31, 2016 was $356 million.

The Second Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on QVC and each of its restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting QVC’s consolidated leverage ratio, which is defined in QVC’s senior secured credit facility as the ratio of consolidated total debt to consolidated OIBDA for the most recent four fiscal quarter period.

Exchangeable Senior Debentures

Liberty has elected to account for the exchangeable senior debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations.As of March31, 2016 the balance of the 4% Exchangeable Senior Debentures due 2029, the 3.75% Exchangeable Senior Debentures due 2030 and the 3.5% Exchangeable Senior Debentures due 2031 have been classified as current because Liberty does not own shares to redeem the debentures.For the remaining exchangeables, Liberty reviews the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event.The 1% Exchangeable Senior Debentures due 2043 and 0.75% Exchangeable Senior Debentures are classified as current as of March 31, 2016.

Subsequent to March 31, 2016, holders exchanged, under the terms of the debentures, approximately $295 million principal of Liberty’s 0.75% Exchangeable Senior Debentures and Liberty LLC elected to make cash payments to settle the obligations of approximately $500 million.

Debt Covenants

Liberty and QVC are in compliance with all debt covenants at March31, 2016.

Other Subsidiary Debt

Other subsidiary debt at March31, 2016 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.

Fair Value of Debt

Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities (Level 2). The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at March31, 2016 are as follows (amounts inmillions):

Senior debentures

$

841

QVC senior secured notes

$

3,496

Due to the variable rate nature, Liberty believes that the carrying amount of its other debt, not discussed above, approximated fair value at March31, 2016.