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What changed in QVC Group, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of QVC Group, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+447 added−427 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in QVC Group, Inc.'s 2024 10-K

447 paragraphs added · 427 removed · 346 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+29 added−17 removed69 unchanged
Biggest changeThe 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 attract new customers and retain existing customers by anticipating customer demand and adapting to changes in demand; ● competitor responses to our products and services; ● increased digital TV penetration and the impact on channel positioning of our programs; I-3 Table of Contents ● the levels of online traffic to our businesses' websites and our ability to convert visitors into customers or contributors; ● uncertainties inherent in the development and integration of new business lines and business strategies; ● our future financial performance, including availability, terms, deployment of capital and our level of indebtedness; ● our ability to effectively manage our installment sales plans and revolving credit card programs; ● the cost and ability of shipping companies, manufacturers, suppliers, digital marketing channels, and vendors to deliver products, equipment, software and services; ● the outcome of any pending or threatened litigation; ● availability of qualified personnel; ● the impact of the seasonality of our businesses; ● changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission (“FCC”), and adverse outcomes from regulatory proceedings; ● changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors, including our increased reliance on social media platform as a marketing tool; ● domestic and international economic and business conditions and industry trends, including the impact of Brexit (as defined below) and the impact of inflation and increased labor costs; ● increases in market interest rates; ● changes in the trade policy and trade relations with China; ● consumer spending levels, including the availability and amount of individual consumer debt and customer credit losses; ● system interruption and the lack of integration and redundancy in the systems and infrastructures of our businesses; ● advertising spending levels; ● changes in distribution and viewing of television programming, including the expanded deployment of video on demand technologies and Internet protocol television and their impact on home shopping programming; ● rapid technological changes; ● failure to protect the security of personal information, including as a result of cybersecurity threats and cybersecurity incidents, 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; ● natural disasters, public health crises (including COVID-19 and its variants or future pandemics or epidemics), political crises, and other catastrophic events or other events outside of our control, including climate change; ● threatened terrorist attacks, political and economic unrest in international markets and ongoing military action around the world; ● failure to successfully implement Project Athens (defined below); and ● fluctuations in foreign currency exchange rates. ​ These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report on Form 10-K, 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.
Biggest changeThe 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 attract new customers and retain existing customers by anticipating customer demand and adapting 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 to our businesses' websites and our ability to convert visitors into customers or contributors; ● uncertainties inherent in the development and integration of new business lines and business strategies; ● our future financial performance, including availability, terms, deployment of capital and our level of indebtedness; ● our ability to effectively manage our installment sales plans and revolving credit card programs; ● the cost and ability of shipping companies, manufacturers, suppliers, digital marketing channels, and vendors to deliver products, equipment, software and services; ● the outcome of any pending or threatened litigation; ● availability of qualified personnel; ● the impact of the seasonality of our businesses; ● changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission (“FCC”) and Environmental, Social and Governance (“ESG”) commitments and adverse outcomes from regulatory proceedings; ● changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors, including our increased reliance on social media platforms as a marketing tool; ● domestic and international economic and business conditions and industry trends, including the impact of Brexit (as defined below) and the impact of inflation and increased labor costs; ● increases in market interest rates; ● changes in tariffs, trade policy and trade relations with the United Kingdom (“U.K.”) and China; ● consumer spending levels, including the availability and amount of individual consumer debt and customer credit losses; ● system interruption and the lack of integration and redundancy in the systems and infrastructures of our businesses; ● advertising spending levels; ● changes in distribution and viewing of television programming, including the expanded deployment of video on demand technologies and Internet protocol television and their impact on home shopping programming; ● rapid technological changes; ● failure to protect the security of personal information, including as a result of cybersecurity threats and cybersecurity incidents, 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; ● natural disasters, public health crises (such as COVID-19 and its variants or future pandemics or epidemics), political crises, and other catastrophic events or other events outside of our control, including climate change; ● threatened terrorist attacks, political and economic unrest in international markets and ongoing military action around the world; ● failure to successfully implement business improvement initiatives and growth strategies; and ● fluctuations in foreign currency exchange rates.
QxH's programming is also available through QVC.com and HSN.com (collectively, QVC’s "Websites") as well as virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream and YouTube TV); applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, and Samsung TV Plus; mobile applications; its social media pages and over-the-air broadcasters (collectively, QVC’s "Digital Platforms").
QxH's programming is also available through QVC.com and HSN.com (collectively, QVC’s "Websites") as well as virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream and YouTube TV); applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung TV Plus; mobile applications; its social media pages and over-the-air broadcasters (collectively, QVC’s "Digital Platforms").
QVC offers many exclusive and proprietary products, leading national brands and limited distribution brands offering unique items. Many of QVC’s products are endorsed by celebrities, designers and other well-known personalities who often join its presenters on its live programming and provide lead-in publicity on their own social media pages, websites and other customer touchpoints.
QVC offers many exclusive and proprietary products, leading national and international brands and limited distribution brands offering unique items. Many of QVC’s products are endorsed by celebrities, designers and other well-known personalities who often join its presenters on its live programming and provide lead-in publicity on their own social media pages, websites and other customer touchpoints.
QVC also reaches audiences through its websites (including QVC.com, HSN.com and others); virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream and YouTube TV); its applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, and Samsung TV Plus; mobile applications; its social media pages and over-the-air broadcasters.
QVC also reaches audiences through its websites (including QVC.com, HSN.com and others); virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream and YouTube TV); its applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung TV Plus; mobile applications; its social media pages and over-the-air broadcasters.
In recent years, QVC has earned, on average, between 22% and 24% of its global revenue in each of the first three quarters of the year and approximately 30% of its global revenue in the fourth quarter of the year. CBI CBI consists of a portfolio of aspirational home and apparel brands.
In recent years, QVC has earned, on average, between 22% and 24% of its global revenue in each of the first three quarters of the year and 30% of its global revenue in the fourth quarter of the year. CBI CBI consists of a portfolio of aspirational home and apparel brands.
An additional 5% of shipped sales in that period came from new customers and the remaining 5% of shipped sales came from reactivated customers (i.e., customers who previously made a purchase from QVC, but not during the prior twelve months).
An additional 4% of shipped sales in that period came from new customers and the remaining 5% of shipped sales came from reactivated customers (i.e., customers who previously made a purchase from QVC, but not during the prior twelve months).
QVC primarily utilizes home based customer service agents to handle calls, e-mail contacts and social contacts, allowing staffing flexibility for peak volume hours. In addition, QVC utilizes computerized interactive voice response order systems for telephonic orders, which handle approximately 25% of all orders taken on a worldwide basis. QxH has seven distribution centers and QVC International has four distribution centers.
QVC primarily utilizes home based customer service agents to handle calls, e-mail contacts and social contacts, allowing staffing flexibility for peak volume hours. In addition, QVC utilizes computerized interactive voice response order systems for telephonic orders, which handle approximately 23% of all orders taken on a worldwide basis. QxH has seven distribution centers and QVC International has four distribution centers.
QVC offers a wide assortment of high-quality merchandise and classifies its products into six groups: home, beauty, apparel, jewelry, accessories and electronics. It is QVC’s product sourcing team's mission to research and curate compelling and differentiated products from manufacturers who have sufficient scale to meet anticipated demand.
QVC offers a wide assortment of high-quality merchandise and classifies its products into six groups: home, apparel, beauty, accessories, electronics and jewelry. It is QVC’s product sourcing team's mission to research and curate compelling and differentiated products from vendors who have sufficient scale to meet anticipated demand.
In the U.S., QVC has registered trademarks and service marks including, but not limited to its brand names and logo, "QVC," "Quality Value Convenience," the "Q Logo," and "Q" and trademarks for its proprietary products sold such as "Arte D'Oro," "Cook's Essentials," "Denim & Co.," "Diamonique," “Nature’s Code,” "Northern Nights" and "Zuda." Similarly, foreign registrations have been obtained for many trademarks and service marks for its brand names, logo and propriety products including, but not limited to, "QVC," the "Q Logo," "Q," "Cook’s Essentials," "Denim & Co.," "Diamonique" and "Northern Nights." HSN has numerous trademark registrations or pending applications in the U.S. which help to expand HSN’s brand awareness.
In the U.S., QVC has registered trademarks and service marks including, but not limited to its brand names and logo, "QVC," "Quality Value Convenience," the "Q Logo," and "Q" and trademarks for its proprietary products sold such as "Arte D'Oro," "Cook's Essentials," "Denim & Co.," "Diamonique," "Northern Nights" and "Zuda." Similarly, foreign registrations have been obtained for many trademarks and service marks for its brand names, logo and propriety products including, but not limited to, "QVC," the "Q Logo," "Cook’s Essentials," "Denim & Co.," "Diamonique" and "Northern Nights." HSN has numerous trademark registrations or pending applications in the U.S. which help to expand HSN’s brand awareness.
Although there is some overlap in the product offerings, the home brands are comprised of Ballard Designs, Frontgate, and Grandin Road. Garnet Hill focuses primarily on apparel and accessories and is categorized as an apparel brand. There are also 30 retail and outlet stores located throughout the U.S.
Although there is some overlap in the product offerings, the home brands are comprised of Ballard Designs, Frontgate, and Grandin Road. Garnet Hill focuses primarily on apparel and accessories and is categorized as an apparel brand. There are also 35 retail and outlet stores located throughout the U.S.
Privacy Shield which replaced the Safe Harbor Framework and became fully operational in 2016, provided a mechanism to comply with data protection requirements when transferring personal data from the E.U. to the U.S. On July 16, 2020, the Court of Justice of the European Union invalidated the E.U.-U.S.
Privacy Shield which replaced the Safe Harbor Framework and became fully operational in 2016, provided a mechanism to comply with data protection requirements when transferring personal data from the E.U. to the U.S. On July 16, 2020, the Court of Justice of the E.U. invalidated the E.U.-U.S.
QVC believes that its significant market share, brand awareness, outstanding customer service, repeat customer base, flexible payment options, international reach and scalable infrastructure distinguish QVC from its competitors. On June 27, 2022, Qurate Retail announced a five-point turnaround plan designed to stabilize and differentiate its QVC-U.S. and HSN brands and expand the Company's leadership in video streaming commerce (“Project Athens”).
QVC believes that its significant market share, brand awareness, outstanding customer service, repeat customer base, flexible payment options, international reach and scalable infrastructure distinguish QVC from its competitors. On June 27, 2022, QVC Group announced a five-point turnaround plan designed to stabilize and differentiate its QVC-U.S. and HSN brands and expand the Company's leadership in video streaming commerce (“Project Athens”).
Project Athens main initiatives include: (i) improve customer experience and grow relationships; (ii) rigorously execute core processes; (iii) lower cost to serve; (iv) optimize the brand portfolio; and (v) build new high growth businesses anchored in strength.
Project Athens main initiatives included: (i) improve customer experience and grow relationships; (ii) rigorously execute core processes; (iii) lower cost to serve; (iv) optimize the brand portfolio; and (v) build new high growth businesses anchored in strength.
QVC’s global sales mix is provided in the table below: ​ ​ ​ ​ ​ ​ ​ Years ended December 31, Product category 2023 ​ 2022 ​ 2021 Home 41% ​ 40% ​ 40% Apparel 18% ​ 18% ​ 16% Beauty 18% ​ 17% ​ 18% Accessories 11% ​ 11% ​ 11% Electronics 7% ​ 9% ​ 10% Jewelry 5% ​ 5% ​ 5% Total 100% ​ 100% ​ 100% ​ Unlike traditional brick-and-mortar retailers with inventories across a network of stores, QVC is able to quickly adapt its offerings in direct response to changes in its customers purchasing patterns.
QVC’s global sales mix is provided in the table below: ​ ​ ​ ​ ​ ​ ​ Years ended December 31, Product category 2024 ​ 2023 ​ 2022 Home 41% ​ 41% ​ 40% Apparel 18% ​ 18% ​ 18% Beauty 18% ​ 18% ​ 17% Accessories 11% ​ 11% ​ 11% Electronics 7% ​ 7% ​ 9% Jewelry 5% ​ 5% ​ 5% Total 100% ​ 100% ​ 100% ​ Unlike traditional brick-and-mortar retailers with inventories across a network of stores, QVC is able to quickly adapt its offerings in direct response to changes in its customers purchasing patterns.
The transponder service agreements for the U.S. transponders expire at the earlier of the end of the lives of the satellites or the service agreements. The service agreements for QxH expire between 2024 and 2025. The service agreements for QVC International transponders and terrestrial transmitters expire between 2024 and 2029.
The transponder service agreements for the U.S. transponders expire at the earlier of the end of the lives of the satellites or the service agreements. The service agreements for QxH expire between 2025 and 2030. The service agreements for QVC International transponders and terrestrial transmitters expire between 2025 and 2029.
For example, the Children's Online Privacy Protection Act ("COPPA") prohibits web sites from collecting personally identifiable information online from children under age 13 without parental consent and imposes a number of operational requirements. The Federal Trade Commission ("FTC") has adopted regulations implementing COPPA.
For example, the Children's Online Privacy Protection Act ("COPPA") prohibits web sites from collecting personal information online from children under age 13 without parental consent and imposes a number of operational requirements. The Federal Trade Commission ("FTC") has adopted regulations implementing COPPA.
Our subsidiary QVC is subjected to program access rules as a result of the foregoing attributable interests under FCC rules. We are also subject to the program access rules as a condition of FCC approval of a transaction between Qurate Retail’s predecessor and News Corporation in 2008. Regulation of Carriage of Programming .
Our subsidiary QVC is subjected to program access rules as a result of the foregoing attributable interests under FCC rules. We are also subject to the program access rules as a condition of FCC approval of a transaction between QVC Group’s predecessor and News Corporation in 2008. Regulation of Carriage of Programming .
In addition, QxH’s Websites and mobile applications allow shoppers to browse, research, compare and perform targeted searches for products, read customer reviews, control the order-entry process and conveniently access their account. For the year ended December 31, 2023, approximately 88% of new QxH customers made their first purchase through QxH’s Digital Platforms.
In addition, QxH’s Websites and mobile applications allow shoppers to browse, research, compare and perform targeted searches for products, read customer reviews, control the order-entry process and conveniently access their account. For the year ended December 31, 2024, approximately 89% of new QxH customers made their first purchase through QxH’s Digital Platforms.
The future adoption of such laws or regulations may slow the growth of commercial online services and the Internet, which could in turn cause a decline in the demand for the services and products of our I-13 Table of Contents online commerce businesses and increase their costs of doing business or otherwise have an adverse effect on their businesses, operating results and financial conditions.
The future adoption of such laws or regulations may slow the growth of commercial online services and the Internet, which could in turn cause a decline in the demand for the services and products of our online commerce businesses and increase their costs of doing business or otherwise have an adverse effect on their businesses, operating results and financial conditions.
"Non-preemptible" status means that, in the event of a transponder failure, QVC's transponders I-7 Table of Contents cannot be preempted in favor of a user of a failed transponder, even another user with "protected” status. The international business units each obtain uplinking services from third parties and transmit their programming to non-preemptible transponders on international satellites and terrestrial transmitters.
"Non-preemptible" status means that, in the event of a transponder failure, QVC's transponders cannot be preempted in favor of a user of a failed transponder, even another user with "protected” status. The international business units each obtain uplinking services from third parties and transmit their programming to non-preemptible transponders on international satellites and terrestrial transmitters.
The 2017 Order does require ISPs to disclose information to consumers regarding practices such as throttling, paid prioritization and affiliated prioritization. In 2019, the D.C. Circuit ruled on numerous appeals by interested parties and largely upheld the 2017 Order.
The 2017 Order required ISPs to disclose information to consumers regarding practices such as throttling, paid prioritization and affiliated prioritization. In 2019, the D.C. Circuit ruled on numerous appeals by interested parties and largely upheld the 2017 Order.
Grandin Road offers an affordable style assortment of products ranging from occasional furniture, accessories, holiday décor and outdoor furniture. New editions of full-color catalogs are mailed to customers several times each year, with a total annual circulation in 2023 of approximately 111 million catalogs.
Grandin Road offers an affordable style assortment of products ranging from occasional furniture, accessories, holiday décor and outdoor furniture. New editions of full-color catalogs are mailed to customers several times each year, with a total annual circulation in 2024 of approximately 93 million catalogs.
Further material changes in the law and regulatory requirements must be anticipated and there can be no assurance that our business will not be adversely affected by future legislation, new regulation or deregulation.
Further material changes in the law and regulatory requirements must be anticipated and there can be no assurance that our business will not be adversely affected by future legislation, new regulation or deregulation. Human Capital Headcount .
The timing and frequency of catalog circulation varies by brand and depends upon a number of factors, including the timing of the introduction of new products, marketing campaigns and I-10 Table of Contents promotions and inventory levels, among other factors. Branded catalogs are designed in-house, which enables each individual brand to control the process.
The timing and frequency of catalog circulation varies by brand and depends upon a number of factors, including the timing of the introduction of new products, marketing campaigns and promotions and inventory levels, among other factors. Branded catalogs are designed in-house, which enables each individual brand to control the process.
Principal competitive factors for I-9 Table of Contents QVC include (i) value, quality and selection of merchandise; (ii) customer experience, including customer service and speed, cost and reliability of fulfillment and delivery services; and (iii) convenience and accessibility of sales channels.
Principal competitive factors for QVC include (i) value, quality and selection of merchandise; (ii) customer experience, including customer service and speed, cost and reliability of fulfillment and delivery services; and (iii) convenience and accessibility of sales channels.
QVC believes it is a global leader in video retailing, e-commerce, mobile commerce and social commerce, with operations based in the United States ("U.S."), Germany, Japan, the United Kingdom ("U.K."), and Italy.
QVC believes it is a global leader in video retailing, e-commerce, mobile commerce and social commerce, with operations based in the United States ("U.S."), Japan, Germany, the UK, and Italy.
QVC believes its long-term relationships with major U.S. television distributors, including cable operators (e.g., Comcast, Charter I-5 Table of Contents Communications and Cox), satellite television providers (e.g., DISH and DIRECTV) and telecommunications companies (e.g., Verizon and AT&T), provide it with broad distribution, favorable channel positioning and significant competitive advantages.
QVC believes its long-term relationships with major U.S. television distributors, including cable operators (e.g., Comcast, Charter Communications and Cox), satellite television providers (e.g., DIRECTV and DISH) and telecommunications companies (e.g., Verizon and AT&T), provide it with broad distribution, favorable channel positioning and significant competitive advantages.
These registrations and applications include the “HSN” brand name and the “HSN logo” as well as registrations for HSN’s proprietary products and services, including, but not limited to, “HSN Shop By Remote,” “Technibond,” and “Concierge Collection.” QVC considers the "QVC" and “HSN” brands the most significant trademarks and service marks it holds because of their impact on market awareness across all of its geographic markets and on customers' identification with QVC.
These registrations and applications include the “HSN” brand name and the “HSN logo” as well as registrations for HSN’s proprietary products and services, including, but not limited to, “HSN Shop By Remote,” “Tech Impressions,” and “Concierge Collection.” I-10 Table of Contents QVC considers the "QVC" and “HSN” brands the most significant trademarks and service marks it holds because of their impact on market awareness across all of its geographic markets and on customers' identification with QVC.
Our Company fully supports these efforts. ​ Additionally, as of December 31, 2023, our consolidated subsidiaries had an aggregate of approximately 20,300 full and part-time employees. Employment levels fluctuate due to seasonal factors affecting our business. Additionally, our consolidated subsidiaries utilize independent contractors and temporary staffing agency personnel to supplement their workforce, particularly on a seasonal basis.
Our Company fully supports these efforts. ​ Additionally, as of December 31, 2024, our consolidated subsidiaries had an aggregate of approximately 18,900 full and part-time employees. Employment levels fluctuate due to seasonal factors affecting our business. Additionally, our consolidated subsidiaries utilize independent contractors and temporary staffing agency personnel to supplement their workforce, particularly on a seasonal basis.
In 2014, the FCC adopted closed captioning quality standards regarding captioning accuracy, synchronicity, completeness and placement, and captioning best practices for programmers. In 2016, the FCC amended its closed captioning regulations to assign captioning compliance responsibility to programmers jointly with distributors, and to adopt certain registration, certification and complaint procedures applicable to programmers.
In 2014, the FCC adopted closed captioning quality standards regarding captioning accuracy, synchronicity, completeness and placement, and captioning best practices for programmers. In 2016, the FCC amended its closed captioning regulations to assign captioning compliance I-12 Table of Contents responsibility to programmers jointly with distributors, and to adopt certain registration, certification and complaint procedures applicable to programmers.
Demographics of customers QVC enjoys a very loyal customer base, as demonstrated by the fact that for the twelve months ended December 31, 2023, approximately 90% of its shipped sales came from repeat customers (i.e., customers who made a purchase from QVC during the prior twelve months), who spent an average of $1,442 each during this period.
Demographics of customers QVC enjoys a very loyal customer base, as demonstrated by the fact that for the twelve months ended December 31, 2024, approximately 91% of its shipped sales came from repeat customers (i.e., customers who made a purchase from QVC during the prior twelve months), who spent an average of $1,460 each during this period.
Further, since QVC has no set “floor plan” and can closely manage inventory levels at its centralized warehouses, QVC believes it has the flexibility to analyze and react quickly to changing trends and demand by shifting programming time and product mix.
Further, since QVC has no set “floor plan” and can closely manage inventory levels at its centralized warehouses, QVC believes it has the flexibility to analyze and react I-9 Table of Contents quickly to changing trends and demand by shifting programming time and product mix.
Following the “Brexit” withdrawal of the United Kingdom (“U.K.”) from the E.U. on June 28, 2021, the European Commission determined that the U.K.’s data protection laws essentially are equivalent to the data protection laws in the European Economic Area.
Following the “Brexit” withdrawal of the U.K. from the E.U. on June 28, 2021, the European Commission determined that the U.K.’s data protection laws essentially are equivalent to the data protection laws in the European Economic Area.
Where applicable, we continue to comply with country, state and local restrictions related to addressing COVID-19 and similar health risks. ​ Available Information ​ All of our filings with the SEC, including our Form 10-Ks, Form 10-Qs and Form 8-Ks, as well as amendments to such filings are available on our Internet website free of charge generally within 24 hours after we file such material with the SEC.
Where applicable, we continue to comply with country, state and local restrictions related to addressing specific health risks. ​ Available Information ​ All of our filings with the SEC, including our Form 10-Ks, Form 10-Qs and Form 8-Ks, as well as amendments to such filings are available on our Internet website free of charge generally within 24 hours after we file such material with, or furnish it to, the SEC.
For the year ended December 31, 2023, approximately 96% of QVC's worldwide shipped sales were from repeat and reactivated customers (i.e., customers who made a purchase from QVC during the prior twelve months and customers who previously made a purchase from QVC but not during the prior twelve months).
I-5 Table of Contents For the year ended December 31, 2024, approximately 96% of QVC's worldwide shipped sales were from repeat and reactivated customers (i.e., customers who made a purchase from QVC during the prior twelve months and customers who previously made a purchase from QVC but not during the prior twelve months).
Under the Facilities Sharing Agreement, Qurate Retail shares office space with LMC and related amenities at LMC's corporate headquarters. In December 2019, the Company entered into an amended services agreement.
Under the Facilities Sharing Agreement, QVC Group shares office space with LMC and related amenities at LMC's corporate headquarters. In December 2019, the Company entered into an amended services agreement.
The Company also generally has and posts on its websites privacy policies and practices regarding the collection, use and disclosure of user data.
In addition, the Company generally has and posts on its websites privacy policies and practices regarding the collection, use and disclosure of user data.
The FCC has established program carriage complaint rules. Our subsidiary QVC is subjected to program carriage rules as a result of our attributable interests under FCC rules discussed above. I-11 Table of Contents Regulation of Ownership.
The FCC has established program carriage complaint rules. Our subsidiary QVC is subjected to program carriage rules as a result of our attributable interests under FCC rules discussed above. Regulation of Ownership.
QVC’s distribution centers and drop ship partners shipped, on average, 388,000 units per day at QxH and 172,000 units per day at QVC International during 2023. ​ QVC has built a scalable operating infrastructure focused on sustaining efficient, flexible and cost-effective sale and distribution of its products.
QVC’s distribution centers and drop ship partners shipped, on average, 367,000 units per day at QxH and 176,000 units per day at QVC International during 2024. ​ QVC has built a scalable operating infrastructure focused on sustaining efficient, flexible and cost-effective sale and distribution of its products.
QxH Digital Platform revenue as a percentage of total QxH net revenue was 61.8%, 60.5% and 60.4% for the years ended December 31, 2023, 2022 and 2021, respectively. QVC International QVC International’s business brings the QVC shopping experience to approximately 124 million households outside the U.S., primarily in Germany, Austria, Japan, the U.K., the Republic of Ireland, and Italy.
QxH Digital Platform revenue as a percentage of total QxH net revenue was 63.9 %, 61.8% and 60.5% for the years ended December 31, 2024, 2023 and 2022, respectively. QVC International QVC International’s business brings the QVC shopping experience to approximately 124 million households outside the U.S., primarily in Germany, Japan, the U.K., and Italy.
In 2015, the FCC adopted open Internet rules that reclassified wireline and wireless broadband services as Title II common carrier services and regulate broadband services offered by Internet service providers (“ISPs”) under Title II, Title III and Section 706 of the Telecommunications Act of 1996.
I-14 Table of Contents In 2015, the FCC adopted open Internet rules that reclassified wireline and wireless broadband services as Title II common carrier services and regulated broadband services offered by Internet service providers (“ISPs”) under Title II, Title III and Section 706 of the Telecommunications Act of 1996.
In the same period, QVC attracted approximately 2.7 million new customers and the global e-commerce operation comprised $5.5 billion, or 58.6%, of QVC's consolidated net revenue for the year ended December 31, 2023. QVC operates eleven distribution centers and four contact centers worldwide.
In the same period, QVC attracted approximately 2.5 million new customers and the global e-commerce operation comprised $5.5 billion, or 60.9%, of QVC's consolidated net revenue for the year ended December 31, 2024. QVC operates eleven distribution centers and four contact centers worldwide.
QxH QxH's programming is distributed in the U.S., 20 hours per day of live programming, 364 days per year, to approximately 92 million television households and is distributed to approximately 99% of households subscribing to services offered by television distributors.
QxH QxH's programming is distributed in the U.S., 20 hours per day of live programming, 364 days per year, to approximately 87 million television households and is distributed to approximately 99% of households subscribing to I-6 Table of Contents services offered by television distributors.
Our website address is www.qurateretail.com. Our corporate governance guidelines, code of business conduct and ethics, compensation committee charter, nominating and corporate governance committee charter, and audit committee charter are available on our website.
Our website address is https://investors.qvcgrp.com. Our corporate governance guidelines, code of business conduct and ethics, compensation committee charter, nominating and corporate governance committee charter, and audit committee charter are available on our website.
In addition, we will provide a copy of any of these documents, free of charge, to any shareholder who calls or submits a I-15 Table of Contents request in writing to Investor Relations, Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (866) 876-0461.
In addition, we will provide a copy of any of these documents, free of charge, to any shareholder who calls or submits a request in writing to Investor Relations, QVC Group, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (866) 876-0461.
Item 1. Business. General Development of Business Qurate Retail, Inc. ("Qurate Retail", the “Company”, “we”, “us” and “our”), owns interests in subsidiaries and other companies which are primarily engaged in the video and online commerce industries. Through our subsidiaries and affiliates, we operate in North America, Europe and Asia. Our principal businesses and assets include our consolidated subsidiaries QVC, Inc.
Item 1. Business. General Development of Business QVC Group, Inc. ("QVC Group", the “Company”, “we”, “us” and “our”), formerly known as Qurate Retail, Inc., owns interests in subsidiaries and other companies which are primarily engaged in the video and online commerce industries. Through our subsidiaries and affiliates, we operate in North America, Europe and Asia.
Order taking and fulfillment QVC takes a majority of its orders via its websites and via mobile applications on iPhone, iPad, Apple Watch, Android and other devices. QxH and QVC International customers placed approximately 43% and 36 %, respectively, of all orders directly through their mobile devices in 2023.
Order taking and fulfillment QVC takes a majority of its orders via its websites and via mobile applications on iPhone, iPad, Apple Watch, Android and other devices. QxH and QVC International customers placed approximately 45.7% and 41.1 %, respectively, of all orders directly through their mobile devices in 2024.
The 1992 Cable Act granted broadcasters a choice of must carry rights or retransmission consent rights. The rules adopted by the FCC generally provided for mandatory carriage by cable systems of all local full-power commercial television broadcast signals selecting must carry rights and, depending on a cable system's channel capacity, non-commercial television broadcast signals.
The rules adopted by the FCC generally provided for mandatory carriage by cable systems of all local full-power commercial television broadcast signals selecting must carry rights and, depending on a cable system's channel capacity, non-commercial television broadcast signals.
To reach consumers who use online sources for viewing content, QVC programming is being offered through virtual multichannel video providers (including Hulu + Live TV, DirecTV Stream and YouTube TV), online video distributors and programming networks that provide its content directly to consumers over the internet rather than through traditional television services (including Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, and Samsung TV Plus).
To reach consumers who use online sources for viewing content, QVC programming is being offered through virtual multichannel video providers (including Hulu + Live TV, DirecTV Stream and YouTube TV), online video distributors and programming networks that provide its content directly to consumers over the internet rather than through traditional television services (including Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung TV Plus). ​ Affiliation Agreements QVC enters into long-term affiliation agreements with certain of its television distributors who downlink its programming and distribute the programming to customers.
As described above, our Company is party to a Services Agreement with LMC, pursuant to which, as of December 31, 2023, 86 LMC corporate employees provide certain management services to the Company for a I-14 Table of Contents determined fee.
As described above, our Company is party to a Services Agreement with LMC, pursuant to which, as of December 31, 2024, 84 LMC corporate employees provide certain management services to the Company for a determined fee.
QxH's closest video shopping competitor is ShopHQ and QVC International operations face similar competition in their respective markets, such as Jupiter Shop Channel in Japan, HSE in Germany and Austria, GM24 in Italy, and The Jewellery Channel, Gems TV, and JML Direct in the U.K.
QxH's closest video shopping competitor is ShopHQ and QVC International operations face similar competition in their respective markets, such as Jupiter Shop Channel in Japan, HSE in Germany, and TJC, Ideal World, Gems TV, Must Have Ideas TV, and JML Direct in the U.K.
We believe that our employee relations are good and a key factor in our workforce strategy. Diversity, Equity, & Inclusion (“DE&I”).
We believe that our employee relations are good and a key factor in our workforce strategy. Inclusion and Belonging.
Regulatory Matters Programming and Interactive Television Services Although QVC, a wholly owned subsidiary, markets and sells consumer products through a variety of outlets, it does so, in large part, through live video programming services distributed by cable television systems, satellite systems and over-the-air broadcasters. Consequently, regulation of programming services and the entities that distribute them can affect QVC.
Regulatory Matters Programming and Interactive Television Services Although QVC, a wholly owned subsidiary, markets and sells consumer products through a variety of outlets, it does so, in large part, through live video programming services distributed by cable television systems, satellite systems I-11 Table of Contents and over-the-air broadcasters.
I-8 Table of Contents On a trailing twelve month basis, total consolidated customers were approximately 12.1 million which includes 8.1 million QxH customers and 4.0 million QVC International customers. QVC believes its core customer base represents an attractive demographic target market.
On a trailing twelve month basis, total consolidated customers were approximately 11.6 million which includes 7.6 million QxH customers and 4.0 million QVC International customers. QVC believes its core customer base represents an attractive demographic target market.
The Digital Millennium Copyright Act limits, but does not eliminate, liability for listing or linking to third party websites that may include content that infringes on copyrights or other rights so long as our Internet businesses comply with the statutory requirements. Various states also have adopted laws regulating certain aspects of Internet communications.
Both of these laws include statutory penalties for non-compliance. The Digital Millennium Copyright Act limits, but does not eliminate, liability for listing or linking to third party websites that may include content that infringes on copyrights or other rights so long as our Internet businesses comply with the statutory requirements.
Privacy Shield. On December 13, 2022, the European Commission issued an adequacy decision initiating the formal adoption process for the DPF, and the E.U. formally adopted the adequacy decision on July 10, 2023. The U.S. and the E.U. implemented the DPF in July 2023.
In March 2022, the U.S. and the European Commission announced a new Transatlantic Data Privacy Framework (“DPF”) to replace the E.U.-U.S. Privacy Shield. On December 13, 2022, the European Commission issued an adequacy decision initiating the formal adoption process for the DPF, and the E.U. formally adopted the adequacy decision on July 10, 2023.
QVC utilizes a test and re-order model to determine initial customer demand. Through constant monitoring, QVC aims to manage its product offerings to maximize net revenue and fulfill current demand in large growth segments where it can gain a greater share of its customers' purchases. QVC’s merchandising team is dedicated to continually researching, pursuing and launching new products and brands.
QVC utilizes a test and re-order I-7 Table of Contents model to determine initial customer demand. Through constant monitoring, QVC aims to manage its product offerings to maximize net revenue and fulfill current demand in large growth segments where it can gain a greater share of its customers' purchases.
QxH, including its Digital Platforms, contributed $7.0 billion, or 74%, of consolidated net revenue and $746 million of Adjusted OIBDA (defined in note 15 to the accompanying notes to our consolidated financial statements) for the year ended December 31, 2023.
QxH, including its Digital Platforms, contributed $6.6 billion, or 73%, of consolidated net revenue and $765 million of Adjusted OIBDA (defined in note 15 of the accompanying consolidated financial statements) for the year ended December 31, 2024.
Privacy Shield, and imposed new obligations on the use of Standard Contractual Clauses ("SCCs") - another key mechanism to allow data transfers between the U.S. and the E.U. The European Commission adopted revised SCCs on June 4, 2021. In March 2022, the U.S. and the European Commission announced a new Transatlantic Data Privacy Framework (“DPF”) to replace the E.U.-U.S.
Privacy Shield, and imposed new obligations on the use of Standard Contractual Clauses ("SCCs") - another key mechanism to allow data transfers between the U.S. and the E.U. The European Commission adopted revised SCCs on June 4, 2021. In October 2024, the European Commission announced a consultation regarding new SCCs, which may be adopted in final form in 2025.
In particular, statements under Item 1. "Business," Item 1A. "Risk-Factors," Item 2. "Properties," Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contain forward-looking statements.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contain forward-looking statements.
When considering such forward-looking statements, you should keep in mind the factors described in Item 1A, "Risk Factors" and other cautionary statements contained in this Annual Report on Form 10-K.
When considering such forward-looking statements, you should keep in mind the factors described in Item 1A, "Risk Factors" and other cautionary statements contained in this Annual Report on Form 10-K. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.
On October 19, 2023, the FCC adopted a notice of proposed rulemaking in which, the FCC, among other things, again proposes to classify broadband Internet access service as a telecommunications service subject to regulation under Title II of the Communications Act (“2023 Notice”) and prohibit ISPs from blocking or throttling information transmitted over their networks, or engaging in paid or affiliated prioritization agreements.
On April 25, 2024, the FCC adopted the Safeguarding and Securing the Open Internet Order (“2024 Order”) in which the FCC, among other things, again classified broadband Internet access service as a telecommunications service subject to regulation under Title II of the Communications Act and prohibited ISPs from blocking or throttling information transmitted over their networks, or engaging in paid or affiliated prioritization agreements.
Qurate Retail reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail.
See below for a description of an amendment to the Services Agreement entered into in December 2019. QVC Group reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for QVC Group's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group.
Based on internal customer data for QxH, approximately 36% of its 8.1 million customers for the twelve months ended December 31, 2023 were women between the ages of 35 and 64. QVC does not depend on any single customer for a significant portion of its revenue.
Based on internal customer data for QxH, approximately 74% of its 7.6 million customers for the twelve months ended December 31, 2024 were women over the age of 50. QVC does not depend on any single customer for a significant portion of its revenue.
In 2016, Congress enacted a permanent moratorium on state and local taxes on Internet access. Our online commerce businesses also are subject to laws governing the collection, use, retention, security and transfer of personally-identifiable information about their users. In particular, the collection and use of personal information by companies has received increased regulatory scrutiny on a global basis.
Various states also have adopted laws regulating certain aspects of Internet communications. In 2016, Congress enacted a permanent moratorium on state and local taxes on Internet access. Our online commerce businesses also are subject to domestic and foreign laws governing the collection, use, retention, security and transfer of personally-identifiable information about their users.
References throughout this Annual Report on Form 10-K to “QVC” refer to QVC, Inc. and its consolidated subsidiaries. QVC curates and sells a wide variety of consumer products via highly engaging, video-rich, interactive shopping experiences, distributed to approximately 216 million worldwide households each day through its broadcast networks.
QVC curates and sells a wide variety of consumer products via highly engaging, video-rich, interactive shopping experiences, distributed to over 200 million worldwide households each day through its broadcast networks.
For the years ended December 31, 2023, 2022 and 2021, the allocation percentage for the Company was 11%, 13% and 17%, respectively. * * * * * Cautionary Note Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies; the impact of the fire at the Rocky Mount fulfillment center; insurance recoveries; revenue growth at QVC; synergies; the recoverability of goodwill and other intangible assets; projected sources and uses of cash; repayment of debt; fluctuations in interest rates and foreign currency exchange rates; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
The name change went into effect on February 21, 2025. * * * * * Cautionary Note Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies, including QVC’s WIN strategy; revenue growth at QVC; synergies; economic and macroeconomic trends; statements regarding the carrying value of intangible assets; projected sources and uses of cash; repayment of debt; fluctuations in interest rates and foreign currency exchange rates; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
QVC is currently providing programming without affiliation agreements to distributors representing approximately 6% of its QVC channel distribution and 1% of its HSN channel distribution. Some of its international programming may continue to be carried by distributors after the expiration dates on its affiliation agreements with such distributors have passed.
Some of its programming may continue to be carried by distributors after the expiration dates on its affiliation agreements with such distributors have passed.
The CAN-SPAM Act regulates the sending of unsolicited commercial email by requiring the email sender, among other things, to comply with specific disclosure requirements and to provide an "opt-out" mechanism for recipients. Both of these laws include statutory penalties for non-compliance.
Certain email activities are subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, commonly known as the CAN-SPAM Act. The CAN-SPAM Act regulates the sending of unsolicited commercial email by requiring the email sender, among other things, to comply with specific disclosure requirements and to provide an "opt-out" mechanism for recipients.
In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and extends the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws. Most of the CPRA’s provisions became effective on January 1, 2023. A growing number of states have enacted privacy laws in recent years.
In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and extends the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws.
In 2023, QVC’s work force consisted of approximately 18,400 employees who handled approximately 90 million customer calls, shipped approximately 204 million units globally and served approximately 12.1 million unique customers.
In 2024, QVC’s work force consisted of approximately 17,000 employees who handled approximately 79 million customer calls, shipped approximately 198 million units globally and served approximately 11.6 million unique customers.
Brand leaders such as HP, Apple, Barefoot Dreams, Dyson, Skechers and Philosophy reach a broad audience while product representatives share the stories behind these brands. QVC has agreements with celebrities, entrepreneurs and designers such as Isaac Mizrahi, Curtis Stone and Giuliana Rancic enabling it to provide entertaining and engaging programming that develops a lifestyle bond with its customers.
QVC has agreements with celebrities, entrepreneurs and designers such as Isaac Mizrahi, Curtis Stone and Giuliana Rancic enabling it to provide entertaining and engaging programming that develops a lifestyle bond with its customers.
For the year ended December 31, 2023, QVC International operations, including its Digital Platforms, generated $2.5 billion, or 26%, of consolidated QVC net revenue and $325 million of Adjusted OIBDA.
For the year ended December 31, 2024, QVC International operations, including its Digital Platforms, generated $2.4 billion, or 27%, of consolidated QVC net revenue and $333 million of Adjusted OIBDA. QVC International Digital Platform revenue as a percentage of total QVC International net revenue was 52.4%, 49.6% and 47.5% for the years ended December 31, 2024, 2023 and 2022, respectively.
Under the amended services agreement, components of LMC’s Chief Executive Officer’s compensation are either paid directly to him or reimbursed to LMC, in each case, based on allocations set forth in the amended services agreement.
Under the amended services agreement, components of LMC’s former Chief Executive Officer’s compensation were either paid directly to him or reimbursed to LMC, in each case, based on allocations set forth in the amended services agreement. For the years ended December 31, 2024, 2023 and 2022, the allocation percentage for the Company was 10%, 11% and 13%, respectively.
On December 20, 2023, the FTC released a notice of proposed rulemaking seeking comment on revisions to the FTC’s COPPA regulations that would, among other things, further restrict the use and disclosure of children’s personal information. Certain email activities are subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, commonly known as the CAN-SPAM Act.
On December 20, 2023, the FTC released a notice of proposed rulemaking seeking comment on revisions to the FTC’s COPPA regulations that would, among other things, further restrict the use and disclosure of children’s personal information. The FTC announced its final rule amending COPPA regulations on January 16, 2025.
The video programmer registration and compliance certification requirements of the amended rules have not yet become effective. As a result of these captioning requirements, QVC may incur additional costs for closed captioning. Internet Services Our e-commerce businesses are subject, both directly and indirectly, to various domestic and foreign laws and governmental regulations.
The FCC proposal remains pending. As a result of the foregoing changes and rules involving captioning of IP delivered programming and captioning quality standards, QVC may incur additional costs and compliance obligations related to closed captioning of its programming. Internet Services Our e-commerce businesses are subject, both directly and indirectly, to various domestic and foreign laws and governmental regulations.
QVC's ability to continue to sell products to its customers is dependent on its ability to maintain and renew these affiliation agreements in the future. Although QVC is typically successful in obtaining and renewing these agreements, it does not have distribution agreements with some of the distributors that carry its programming.
The majority of QVC's affiliation agreements with distributors have termination dates ranging from 2025 to 2029. QVC's ability to continue to sell products to its customers is dependent on its ability to maintain and renew these affiliation agreements in the future.
During 2022 QVC commenced the first phase of Project Athens including actions to reduce inventory and a planned workforce reduction that was completed in February 2023. These initiatives are consistent with QVC’s strategy to operate more efficiently as it implements its turnaround plan and QVC expects to incur additional expenses related to Project Athens initiatives in future periods.
During 2022 QVC commenced the first phase of Project Athens including actions to reduce inventory and a planned workforce reduction that was completed in February 2023.
The enactment, interpretation and application of user data protection laws are in a state of flux, and the interpretation and application of such laws may vary I-12 Table of Contents from country to country.
In particular, the collection and use of personal information by companies has received increased regulatory scrutiny on a global basis. The enactment, interpretation and application of user data protection laws are in a state of flux, and the interpretation and application of such laws may vary from country to country.
Cornerstone Brands, Inc. ​ QVC On December 29, 2017, Qurate Retail completed the acquisition of the remaining 62% ownership interest of HSN, Inc. (“HSN”) in an all-stock transaction. On December 31, 2018, Qurate Retail transferred our 100% ownership interest in HSN to QVC, Inc. through a transaction among entities under common control.
Description of Business The following table identifies our subsidiaries: ​ Consolidated Subsidiaries QVC, Inc. Cornerstone Brands, Inc. ​ QVC On December 29, 2017, QVC Group completed the acquisition of the remaining 62% ownership interest of HSN, Inc. (“HSN”) in an all-stock transaction.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeI-16 Table of Contents ● Impairment of our goodwill or other intangible assets could have a material adverse effect on our business, results of operations and financial condition. ● Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties. ​ Risks Related to Technology and Information Security ● Rapid technological advances could render the products and services offered by our subsidiaries and our business affiliates obsolete or non-competitive. ● Our E-commerce business could be negatively affected by changes in third-party digital platform algorithms and dynamics as well as our inability to monetize the resulting web traffic. ● System interruption and the lack of integration and redundancy in the systems and infrastructures of our subsidiary QVC and our other online commerce and catalog businesses may adversely affect their ability to, as applicable, operate their businesses, transmit their television programs, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. ● The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. ● Our businesses may experience difficulty in the ongoing development, implementation and customer acceptance of applications for personal electronic devices, which could harm their business. ● Our businesses and information systems are subject to cybersecurity risks, including cybersecurity threats and cybersecurity incidents. ​ Risks Related to our Facilities and Third-Party Suppliers and Vendors ● Our programming and online commerce businesses rely on distribution facilities to operate their business, and any damage to one of these facilities, or any disruptions caused by incorporating new facilities into their operations, could have a material adverse impact on their business. ● Our home television and online commerce businesses rely on independent shipping companies to deliver the products they sell. ● Our programming and online commerce businesses depend on their relationships with third party suppliers and vendors and any adverse changes in these relationships could adversely affect our results of operations. ● The unanticipated loss of certain larger vendors or the consolidation of our programming and online commerce businesses’ vendors could negatively impact their sales and profitability on a short term basis. ​ Risks Related to the Seasonality of Our Business ● Certain of our businesses face significant inventory risk. ● The seasonality of certain of our businesses places increased strain on their operations. ​ Risk Related to Management and Key Personnel ● The success of our home television and online commerce businesses depends in large part on their ability to recruit and retain key personnel capable of executing their unique business models. ● We have overlapping directors and officers with LMC, Liberty TripAdvisor Holdings, Inc.
Biggest changeFailure to effectively manage such installment payment options could negatively impact our results of operations. ● Certain of our subsidiaries and business affiliates may fail to adequately protect their intellectual property rights or may be accused of infringing intellectual property rights of third parties. ● Natural disasters, political crises, and other catastrophic events or other events outside of our control, including climate change, may damage our facilities or the facilities of third parties on which we depend, adversely affect our ability to operate our businesses and have broader effects. ● Increases in labor costs could adversely affect our business, financial condition and results of operations. ● Our business, key financial and operating metrics, and results of operations have been, and may in the future be, negatively impacted by a pandemic or epidemic. ● Impairment of our goodwill or other intangible assets could have a material adverse effect on our business, results of operations and financial condition. ● Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties. ​ Risks Related to Technology and Information Security ● Rapid technological advances could render the products and services offered by our subsidiaries and our business affiliates obsolete or non-competitive. ● Our e-commerce business could be negatively affected by changes in third-party digital platform algorithms and dynamics as well as our inability to monetize the resulting web traffic. ● System interruption and the lack of integration and redundancy in the systems and infrastructures of our subsidiary QVC and our other online commerce and catalog businesses may adversely affect their ability to, as applicable, operate their businesses, transmit their television programs, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. ● The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements and policies or differing views of personal privacy rights. ● Our businesses may experience difficulty in the ongoing development, implementation and customer acceptance of applications for personal electronic devices, which could harm their business. ● Our businesses and information systems are subject to cybersecurity risks, including cybersecurity threats and cybersecurity incidents. ​ Risks Related to our Facilities and Third-Party Suppliers and Vendors ● Our programming and online commerce businesses rely on distribution facilities to operate their business, and any damage to one of these facilities, or any disruptions caused by incorporating new facilities into their operations, could have a material adverse impact on their business. ● Our home television and online commerce businesses rely on independent shipping companies to deliver the products they sell.
Further material changes in the law and increased regulatory requirements must be anticipated, and there can be no assurance that our businesses and or any of our assets will not become subject to increased expenses or more stringent restrictions as a result of any future legislation, new regulation or deregulation. ​ New legislation or regulations related to climate change and increased focus by governmental and non-governmental organizations, stockholders and customers on sustainability issues may have a material adverse effect on our business and results of operations .
Further material changes in the law and increased regulatory requirements must be anticipated, and there can be no assurance that our businesses and or any of our assets will not become subject to increased expenses or more stringent restrictions as a result of any future legislation, new regulation or deregulation. ​ Legislation or regulations related to climate change and focus by governmental and non-governmental organizations, stockholders and customers on sustainability issues may have a material adverse effect on our business and results of operations.
Although certain of our subsidiaries and business affiliates have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures.
Although certain of our subsidiaries and business affiliates have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures.
Any such violation, even if prohibited by the policies and procedures of these subsidiaries and business affiliates or the law, could have certain adverse effects on the financial condition of these subsidiaries and business affiliates.
Any such violation, even if prohibited by the policies and procedures of these subsidiaries and business affiliates or the law, could have certain adverse effects on the financial condition of these subsidiaries and business affiliates.
Each of Liberty Broadband, TripAdvisor Holdings and ABH has renounced its rights to certain business opportunities and their respective restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including LMC, TripAdvisor Holdings, Liberty Broadband and ABH, as the case may be) instead of the respective company.
Each of Liberty Broadband and TripAdvisor Holdings has renounced its rights to certain business opportunities and their respective restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including LMC, TripAdvisor Holdings and Liberty Broadband, as the case may be) instead of the respective company.
In addition, some of our subsidiaries and business affiliates may not have adequate insurance coverage to compensate for losses from a major interruption. ​ The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.
In addition, some of our subsidiaries and business affiliates may not have adequate insurance coverage to compensate for losses from a major interruption. ​ The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements and policies or differing views of personal privacy rights.
Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with LMC, TripAdvisor Holdings, Liberty Broadband, ABH and/or their subsidiaries or other affiliates.
Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with LMC, TripAdvisor Holdings, Liberty Broadband and/or their subsidiaries or other affiliates.
In addition, certain of these regulations may impact the marketing efforts of our businesses and their brands. ​ As mentioned above, the manner in which certain of our subsidiaries and business affiliates sell and promote merchandise and related claims and representations made in connection with these efforts is regulated by federal, state and local law, as well as the laws of the foreign countries in which they operate.
In addition, certain of these regulations impact the marketing efforts of our businesses and their brands. ​ As mentioned above, the manner in which certain of our subsidiaries and business affiliates sell and promote merchandise and related claims and representations made in connection with these efforts is regulated by federal, state and local law, as well as the laws of the foreign countries in which they operate.
To the extent that revenue generated from advertising placed on smartphone computing devices becomes increasingly more important to their businesses and they fail to adequately evolve and address this market, their business and financial performance could be negatively impacted. ​ Our businesses and information systems are subject to cybersecurity risks, including cybersecurity threats and cybersecurity incidents .
To the extent that revenue generated from advertising placed on smartphone computing devices becomes increasingly important to their businesses and they fail to adequately evolve and address this market, their business and financial performance could be negatively impacted. ​ Our businesses and information systems are subject to cybersecurity risks, including cybersecurity threats and cybersecurity incidents.
Maffei, our Chairman of the Board, or David Rawlinson II, our Chief Executive Officer and President, or any of our other directors or executive officers could cause a perception in the marketplace that our stock price has peaked or that adverse events or trends have occurred or may be occurring at our Company.
Maffei, our Chairman of the Board, or David Rawlinson II, our Chief Executive Officer and President and a director of our Company, or any of our other directors or executive officers could cause a perception in the marketplace that our stock price has peaked or that adverse events or trends have occurred or may be occurring at our Company.
Many of our businesses’ products are endorsed by celebrities, designers and other well-known personalities, and in the case of QVC, often join QVC’s presenters on its live programming and provide lead-in publicity on their own social media pages, websites and other customer touchpoints.
Many of our businesses’ products are endorsed by celebrities, designers and other well-known personalities and influencers, and in the case of QVC, often join QVC’s presenters on its live programming and provide lead-in publicity on their own social media pages, websites and other customer touchpoints.
If any of these relationships were to terminate or if a shipping company were unable to fulfill its obligations under its contract for any reason, these businesses would have to work with other shipping companies to deliver merchandise to customers, which would most likely be at less favorable rates.
If any of these relationships were to terminate or if a shipping company is unable to fulfill its obligations under its contract for any reason, these businesses would have to work with other shipping companies to deliver merchandise to customers, which would most likely be at less favorable rates.
For example, in recent years, QVC has earned, on average, between 22% and 24% of its global revenue in each of the first three quarters of the year and approximately 30% in the fourth quarter of the year. Similarly, our subsidiary CBI experiences higher sales volume during the second and fourth quarters of the year.
For example, in recent years, QVC has earned, on average, between 22% and 24% of its global revenue in each of the first three quarters of the year and 30% in the fourth quarter of the year. Similarly, our subsidiary CBI experiences higher sales volume during the second and fourth quarters of the year.
There can be no assurance that the terms of any such transactions will be as favorable to our Company, LMC, TripAdvisor Holdings, Liberty Broadband or ABH or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
There can be no assurance that the terms of any such transactions will be as favorable to our Company, LMC, TripAdvisor Holdings or Liberty Broadband or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
These provisions include: ● authorizing a capital structure with multiple series of common stock, a Series B common stock that entitles the holders to ten votes per share, a Series A common stock that entitles the holder to one vote per share, and a Series C common stock that except as otherwise required by applicable law, entitles the holder to no voting rights; ● classifying the Board of Directors with staggered three-year terms, which may lengthen the time required to gain control of the Board of Directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; I-38 Table of Contents ● requiring stockholder approval by holders of at least 66 2/3% of our aggregate voting power or the approval by at least 75% of the Board of Directors with respect to certain extraordinary matters, such as a merger or consolidation of our Company, a sale of all or substantially all of our assets or an amendment to our restated charter; and ● the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by the Board of Directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
These provisions include: ● authorizing a capital structure with multiple series of common stock, a Series B common stock that entitles the holders to ten votes per share, a Series A common stock that entitles the holder to one vote per share, and a Series C common stock that except as otherwise required by applicable law, entitles the holder to no voting rights; ● classifying the Board of Directors with staggered three-year terms, which may lengthen the time required to gain control of the Board of Directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; ● requiring stockholder approval by holders of at least 66 2/3% of our aggregate voting power or the approval by at least 75% of the Board of Directors with respect to certain extraordinary matters, such as a merger or consolidation of our Company, a sale of all or substantially all of our assets or an amendment to our restated charter; and ● the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by the Board of Directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
The indebtedness of QVC, combined with other financial obligations and contractual commitments, could among other things: ​ ● increase QVC’s vulnerability to general adverse economic and industry conditions; ● require a substantial portion of QVC’s cash flow from operations to be dedicated to the payment of principal and interest on its indebtedness; ● limit QVC’s ability to use cash flow or obtain additional financing for future working capital, capital expenditures or other general corporate purposes, which reduces the funds available to it for operations and any future business opportunities; ● limit flexibility in planning for, or reacting to, changes in its business and the markets in which it operates; ● competitively disadvantage QVC compared with competitors that have less debt; ● limit QVC’s ability to borrow additional funds or to borrow funds at rates or on other terms that it finds acceptable; and ● expose QVC to the risk of increased interest rates because certain of QVC’s borrowings, including borrowings under the Credit Facility, are at variable interest rates. ​ Limitations imposed as a part of the debt, such as the availability of credit and the existence of restrictive covenants may, among other things: ● make it difficult for QVC to satisfy its financial obligations, including making scheduled principal and interest payments on the notes and its other indebtedness; ● restrict QVC from making strategic acquisitions or cause it to make non-strategic divestitures; ● limit QVC’s ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes on satisfactory terms or at all; ● limit QVC’s flexibility to plan for, or react to, changes in its business and industry; ● place QVC at a competitive disadvantage compared to its less leveraged competitors; and limit its ability to respond to business opportunities.
The indebtedness of QVC, combined with other financial obligations and contractual commitments, could among other things: ​ ● increase QVC’s vulnerability to general adverse economic and industry conditions; ● require a substantial portion of QVC’s cash flow from operations to be dedicated to the payment of principal and interest on its indebtedness; ● limit QVC’s ability to use cash flow or obtain additional financing for future working capital, capital expenditures or other general corporate purposes, which reduces the funds available to it for operations and any future business opportunities; ● limit flexibility in planning for, or reacting to, changes in its business and the markets in which it operates; ● competitively disadvantage QVC compared with competitors that have less debt; ● limit QVC’s ability to borrow additional funds or to borrow funds at rates or on other terms that it finds acceptable; and ● expose QVC to the risk of increased interest rates because certain of QVC’s borrowings, including borrowings under the Credit Facility, are at variable interest rates. ​ Limitations imposed as a part of the debt, such as the availability of credit and the existence of restrictive covenants may, among other things: ● make it difficult for QVC to satisfy its financial obligations, including making scheduled principal and interest payments on the notes and its other indebtedness; ● restrict QVC from making strategic acquisitions or cause it to make non-strategic divestitures; ● limit QVC’s ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes on satisfactory terms or at all; ● limit QVC’s flexibility to plan for, or react to, changes in its business and industry; I-37 Table of Contents ● place QVC at a competitive disadvantage compared to its less leveraged competitors; and limit its ability to respond to business opportunities.
The emergence of alternative platforms such as mobile and tablet computing devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require new investment in technology.
The use of alternative platforms such as mobile and tablet computing devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require new investment in technology.
As a result, our businesses are subject to a wide variety of laws, rules, regulations, policies and procedures in various jurisdictions, including foreign jurisdictions, which are subject to change at any time, including laws regarding consumer protection, privacy, the regulation of retailers generally, the license requirements for television retailers in foreign jurisdictions, the importation, sale and promotion of merchandise and the operation of retail stores and warehouse facilities, as well as laws and regulations applicable to the Internet and businesses engaged in e-commerce, such as those regulating the sending of unsolicited, commercial electronic mail and texts.
As a result, our businesses are subject to a wide variety of laws, rules, regulations, policies and procedures in various jurisdictions, including foreign jurisdictions, which are subject to change at any time, including laws regarding consumer protection, privacy, the regulation of retailers generally, the license requirements for television retailers in foreign jurisdictions, the importation, sale and promotion of merchandise and the operation of warehouse facilities, as well as laws and regulations applicable to the Internet and businesses engaged in e-commerce, such as those regulating the sending of unsolicited, commercial electronic mail and texts.
Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties. Our businesses use third-party social media platforms as, among other things, marketing tools.
Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties. Our businesses use third-party social media platforms as, among other things, selling and marketing tools.
Likewise, any such persons who serve in similar capacities at LMC, TripAdvisor Holdings, Liberty Broadband or ABH or any other public company have fiduciary duties to that company’s stockholders.
Likewise, any such persons who serve in similar capacities at LMC, TripAdvisor Holdings or Liberty Broadband or any other public company have fiduciary duties to that company’s stockholders.
These transmissions are subject to FCC regulation and compliance with the U.S. and foreign regulatory requirements in QVC’s international operations.
These transmissions are subject to FCC regulation and compliance with U.S. and foreign regulatory requirements in QVC’s international operations.
As of December 31, 2023, QVC’s leverage ratio (as calculated under its senior secured notes) was greater than 3.5 to 1.0 and as a result there are restrictions on QVC’s ability to pay certain dividends or make other restricted payments to us.
As of December 31, 2024, QVC’s leverage ratio (as calculated under its senior secured notes) was greater than 3.5 to 1.0 and as a result there are restrictions on QVC’s ability to pay certain dividends or make other restricted payments to us.
In the processing of consumer transactions and managing their employees, our businesses receive, transmit and store a large volume of personally identifiable information and other user data. The processing, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by these businesses.
In the processing of consumer transactions and managing their employees, our businesses receive, transmit and store a large volume of personal identifiable information and other user data. The processing, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by these businesses.
The failure of these businesses to protect their intellectual property rights, particularly their proprietary brands, in a meaningful manner or third party challenges to related contractual rights could result in erosion of brand names and limit the ability of these businesses to I-23 Table of Contents control marketing on or through the Internet using their various domain names, which could adversely affect the business, financial condition and results of operations of these businesses, as well as the financial condition and results of operations of our Company. ​ Natural disasters, political crises, and other catastrophic events or other events outside of our control, including climate change, may damage our facilities or the facilities of third parties on which we depend, adversely affect our ability to operate our businesses and have broader effects .
The failure of these businesses to protect their intellectual property rights, particularly their proprietary brands, in a meaningful manner or third party challenges to related contractual rights could result in erosion of brand names and limit the ability of these businesses to control marketing on or through the Internet using their various domain names, which could adversely affect the business, financial condition and results of operations of these businesses, as well as the financial condition and results of operations of our Company. ​ Natural disasters, political crises, and other catastrophic events or other events outside of our control, including climate change, may damage our facilities or the facilities of third parties on which we depend, adversely affect our ability to operate our businesses and have broader effects.
We cannot predict the extent to which QVC’s customers will use the Q Card or the HSN Credit Card, nor the extent that they will make payments on their outstanding balances, especially during period of high economic uncertainty or in response to inflationary pressures.
We cannot predict the extent to which QVC’s customers will use the Q Card or the HSN Credit Card, nor the extent that they will make payments on their outstanding balances, especially during periods of high economic uncertainty or in response to inflationary pressures.
Specifically, personally identifiable information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy and provide consumers more control of personal information that is collected, processed and transmitted in or from the governing jurisdiction.
Specifically, personal information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy and provide consumers more control of personal information that is collected, processed and transmitted in or from the governing jurisdiction.
For example, a significant amount of merchandise QVC offers for sale is made in China and accordingly, a revaluation of Chinese currency, or increased market flexibility in the exchange rate for that currency, increasing its value relative to the U.S. dollar or currencies in which QVC’s stores are located, could be significant. ​ QVC expects that currency exchange rate fluctuations could have a material adverse effect on its sales and results of operations from time to time. ​ Weak and uncertain economic conditions worldwide may reduce consumer demand for our businesses’ products and services.
For example, a significant amount of merchandise QVC offers for sale is made in China and accordingly, a revaluation of Chinese currency, or increased market flexibility in the exchange rate for that currency, increasing its value relative to the U.S. dollar or currencies in which QVC’s stores are located, could be significant. ​ QVC expects that currency exchange rate fluctuations could have a material adverse effect on its sales and results of operations from time to time. ​ I-35 Table of Contents Weak and uncertain economic conditions worldwide may reduce consumer demand for our businesses’ products and services.
Consumer spending may be affected by many factors outside of their control, including competition from store- I-21 Table of Contents based retailers, mail-order and third-party Internet companies, consumer confidence and preferences, and general economic conditions. ​ The failure of our subsidiary QVC to maintain suitable placement for its programming or to adapt to changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect its ability to attract and retain television viewers and could result in a decrease in revenue.
Consumer spending may be affected by many factors outside of their control, including competition from store-based retailers, mail-order and third-party Internet companies, consumer confidence and preferences, and general economic conditions. ​ The failure of our subsidiary QVC to maintain suitable placement for its programming or to adapt to changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect its ability to attract and retain television viewers and could result in a decrease in revenue.
Although QVC believes that it takes reasonable and customary measures to ensure continued satellite transmission capability and believes that these international transponder service agreements can be renewed (or replaced, if necessary) in the ordinary course of business, termination or interruption of satellite transmissions may occur, particularly if QVC is not able to successfully negotiate renewals or replacements of any of its expiring transponder service agreements in the future. ​ Our subsidiaries offer their installment payment option on most of their merchandise and, in certain circumstances offer it as the default payment option.
Although QVC believes that it takes reasonable and customary measures to ensure continued satellite transmission capability and that these international transponder service agreements can be renewed (or replaced, if necessary) in the ordinary course of business, termination or interruption of satellite I-23 Table of Contents transmissions may occur, particularly if QVC is not able to successfully negotiate renewals or replacements of any of its expiring transponder service agreements in the future. ​ Our subsidiaries offer their installment payment option on most of their merchandise and, in certain circumstances offer it as the default payment option.
Prolonged economic weakness and uncertainty in various regions of the world in which our subsidiaries and business affiliates operate could adversely affect demand for our businesses’ products and services since a substantial portion of our businesses’ revenue is derived from discretionary spending by individuals, which typically falls during times of inflation, recession and economic instability.
Prolonged economic weakness and uncertainty in various regions of the world in which our subsidiaries and business affiliates operate has adversely affected, and could in the future adversely affect, demand for our businesses’ products and services since a substantial portion of our businesses’ revenue is derived from discretionary spending by individuals, which typically falls during times of inflation, recession and economic instability.
In addition, as a result of COVID-19 QVC experienced material negative impacts to its financial results, including its capital and liquidity, decreases in the disposable income of existing and potential new customers, heightened inflation, increased currency volatility resulting in adverse currency rate fluctuations and higher interest rates. ​ It is unclear whether and to what extent a future pandemic or epidemic, including future COVID-19 outbreaks or concerns, could impact QVC’s financial condition and results of operations.
In addition, QVC experienced material negative impacts to its financial results as a result of COVID-19 and the resulting economic disruption, including to its capital and liquidity, decreases in the disposable income of existing and potential new customers, heightened inflation, increased currency volatility resulting in adverse currency rate fluctuations and higher interest rates. ​ It is unclear whether and to what extent a future pandemic or epidemic could impact QVC’s financial condition and results of operations.
For example, any future pandemic or epidemic, in the areas where these distribution facilities are located, or if these businesses are unable to adequately staff the distribution facilities to meet demand in the future, or if the cost of such staffing is higher than historical or projected costs due to wage increases, labor shortages, regulatory changes, or other factors, could harm our operating results.
For example, any future pandemic or epidemic in the areas where these distribution facilities I-31 Table of Contents are located, or if these businesses are unable to adequately staff the distribution facilities to meet demand in the future, or if the cost of such staffing is higher than historical or projected costs due to wage increases, labor shortages, regulatory changes, or other factors, could harm our operating results.
Similarly, new disclosure and reporting requirements, established under existing or new state, federal or foreign laws, such as regulatory rules regarding requirements to disclose efforts to identify the origin and existence of certain “conflict minerals” or abusive labor practices in portions of QVC’s supply chains, could increase the cost of doing business, adversely affecting our results of operations.
Similarly, new disclosure and reporting requirements, established under existing or new state or federal laws, such as requirements to disclose efforts to identify the origin and existence of certain “conflict minerals” or abusive labor practices in portions of QVC’s supply chains, could increase the cost of doing business, adversely affecting our results of operations.
This perception can result notwithstanding any personal financial motivation for these insider transactions. As a result, insider transactions could depress the market price for shares of one or more series of our common stock. It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
This perception can I-39 Table of Contents result notwithstanding any personal financial motivation for these insider transactions. As a result, insider transactions could depress the market price for shares of one or more series of our common stock. It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
These companies also continuously develop new retail concepts and adjust their product mix in an effort to satisfy customer demands. Any sustained failure to identify and respond to emerging trends in lifestyle and consumer preferences could have a material adverse effect on the businesses of these subsidiaries and business affiliates.
These companies also continuously develop new retail concepts and adjust I-22 Table of Contents their product mix in an effort to satisfy customer demands. Any sustained failure to identify and respond to emerging trends in lifestyle and consumer preferences could have a material adverse effect on the businesses of these subsidiaries and business affiliates.
In addition, when these businesses begin selling a new product, it may be difficult to establish vendor relationships, determine appropriate I-31 Table of Contents product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable.
In addition, when these businesses begin selling a new product, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable.
Certain of our subsidiaries and business affiliates have operations in countries other than the U.S. that are subject to the following risks inherent in international operations: ● fluctuations in currency exchange rates; ● longer payment cycles for sales in foreign countries that may increase the uncertainty associated with recoverable accounts; ● recessionary conditions and economic instability, including fiscal policies that are implementing austerity measures in certain countries, which are affecting overseas markets; ● inflationary pressures, such as those the market is currently experiencing, which may increase the costs of the products our businesses sell, as well as the shipping and delivery of these products; ● limited ability to repatriate funds to the U.S. at favorable tax rates; ● potentially adverse tax consequences; ● export and import restrictions, changes in tariffs, trade policies and trade relations; ● disruptions to international shipping and supply chains; ● increases in taxes and governmental royalties and fees; ● the ability to obtain and maintain required licenses or certifications, such as for web services and electronic devices, that enable us to operate our businesses in foreign jurisdictions; ● changes in foreign and U.S. laws, regulations and policies that govern operations of foreign-based companies; ● changes to general consumer protection laws and regulations; ● difficulties in staffing and managing international operations as a result of distance, language and cultural differences; and ● threatened and actual terrorist attacks, political unrest in international markets and ongoing military action around the world that may result in disruptions of service that are critical to QVC’s international businesses.
Certain of our subsidiaries and business affiliates have operations in countries other than the U.S. that are subject to the following risks inherent in international operations: ● fluctuations in currency exchange rates; ● longer payment cycles for sales in foreign countries that may increase the uncertainty associated with recoverable accounts; ● recessionary conditions and economic instability may affect overseas markets; I-34 Table of Contents ● inflationary pressures, such as those the market is currently experiencing, which have increased, and may in the future increase the costs of the products our businesses sell, as well as the shipping and delivery of these products; ● limited ability to repatriate funds to the U.S. at favorable tax rates; ● potentially adverse tax consequences; ● export and import restrictions, changes in tariffs, trade policies and trade relations; ● disruptions to international shipping and supply chains; ● increases in taxes and governmental royalties and fees; ● the ability to obtain and maintain required licenses or certifications, such as for web services and electronic devices, that enable us to operate our businesses in foreign jurisdictions; ● changes in foreign and U.S. laws, regulations and policies that govern operations of foreign-based companies; ● changes to general consumer protection laws and regulations; ● difficulties in staffing and managing international operations as a result of distance, language and cultural differences; and ● threatened and actual terrorist attacks, political unrest in international markets and ongoing military action around the world that may result in disruptions of service that are critical to QVC’s international businesses.
Increases in raw material costs or wage rates, unless sufficiently offset by our pricing actions, may cause a decrease in our businesses’ profitability and negatively impact our businesses’ sales volume. ​ I-35 Table of Contents Risks Related to Our Indebtedness and Common Stock Our subsidiary QVC has significant indebtedness, which could limit its flexibility to respond to current market conditions, restrict its business activities and adversely affect its financial condition .
Increases in raw material costs or wage rates, unless sufficiently offset by our pricing actions, may cause a decrease in our businesses’ profitability and negatively impact our businesses’ sales volume. ​ Risks Related to Our Indebtedness and Common Stock Our subsidiary QVC has significant indebtedness, which could limit its flexibility to respond to current market conditions, restrict its business activities and adversely affect its financial condition .
The success of our subsidiary QVC is dependent upon its continued ability to transmit its programming to television providers from its satellite uplink facilities, and for QVC’s distributors to continue to receive its programming at its satellite earth station downlink facilities.
The success of our subsidiary QVC is dependent upon its continued ability to transmit its television programming signals to video programming service providers from its satellite uplink facilities, and for QVC’s distributors to continue to receive its programming at its satellite earth station downlink facilities.
If QVC were unsuccessful, the lenders under the Credit Facility and the holders of its existing notes could demand repayment of the indebtedness owed to them on the relevant maturity date, which could adversely affect its and our financial condition. I-36 Table of Contents Covenants in QVC’s debt agreements could restrict its business in many ways.
If QVC were unsuccessful, the lenders under the Credit Facility and the holders of its existing notes could demand repayment of the indebtedness owed to them on the relevant maturity date, which could adversely affect its and our financial condition. Covenants in QVC’s debt agreements could restrict its business in many ways.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, public health crises (such as pandemics and epidemics) acts of war or terrorism, acts of God and I-27 Table of Contents similar events or disruptions may damage or interrupt television transmissions, computer, broadband or other communications systems and infrastructures at any time.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, public health crises (such as pandemics and epidemics) acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt television transmissions, computer, broadband or other communications systems and infrastructures at any time.
Our businesses may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of their business. In addition, our businesses’ online operations depend upon the transmission of confidential information over the Internet, such as information permitting cashless payments.
Our businesses may share information about such I-30 Table of Contents persons with vendors, contractors and other third-parties that assist with certain aspects of their business. In addition, our businesses’ online operations depend upon the transmission of confidential information over the Internet, such as information permitting cashless payments.
A suspension, delay or reduction in discretionary spending could adversely affect our revenue. Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline.
Any further suspension, delay or reduction in discretionary spending could adversely affect our revenue. Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline.
These subsidiaries and business affiliates may experience occasional system interruptions that make some or all transmissions, systems or data unavailable or prevent them from transmitting their signals or efficiently providing services or fulfilling orders, as the case may be. QVC relies on legacy systems that are often difficult to update and maintain.
These subsidiaries and business affiliates may I-28 Table of Contents experience occasional system interruptions that make some or all transmissions, systems or data unavailable or prevent them from transmitting their signals or efficiently providing services or fulfilling orders, as the case may be. QVC relies on legacy systems that are often difficult to update and maintain.
Any disruptions of our information systems or misappropriation or misuse of customer, employee or other personal information, whether at our businesses’ or any of our businesses’ vendors, could cause interruptions in the operations of our businesses and subject them to increased costs, fines, litigation, regulatory I-29 Table of Contents actions and other liabilities.
Any disruptions of our information systems or misappropriation or misuse of customer, employee or other personal information, whether at our businesses’ or any of our businesses’ vendors, could cause interruptions in the operations of our businesses and subject them to increased costs, fines, litigation, regulatory actions and other liabilities.
In addition, an increase in interest rates could reduce I-34 Table of Contents consumer confidence, discretionary spending by individuals and adversely affect market demand for our products, which could materially adversely affect our businesses, financial condition and results of operations. ​ Significant developments stemming from U.S. and international trade policy with China, including in response to forced labor and human rights abuses in China, may adversely impact our businesses and operating results.
In addition, uncertainty or an increase in interest rates could reduce consumer confidence, discretionary spending by individuals and adversely affect market demand for our products, which could materially adversely affect our businesses, financial condition and results of operations. ​ Significant developments stemming from U.S. and international trade policy with China, including in response to forced labor and human rights abuses in China, may adversely impact our businesses and operating results.
The Company will continue to monitor its reporting units’ current business performance versus the current and updated long-term forecasts, among other relevant considerations, to determine if the carrying value of its assets (including goodwill and trademarks) is appropriate.
The Company will continue to monitor its reporting units’ current business performance versus the current and updated long-term forecasts, among other relevant I-26 Table of Contents considerations, to determine if the carrying value of its assets (including goodwill and trademarks) is appropriate.
There can be no assurance that our subsidiaries and business affiliates will be able to maintain their existing supplier or vendor arrangements on commercially reasonable terms or at all or, with respect to goods sourced from foreign markets, if the supply costs will remain stable.
There can be no assurance that our subsidiaries and business affiliates will be able to maintain their existing I-32 Table of Contents supplier or vendor arrangements on commercially reasonable terms or at all or, with respect to goods sourced from foreign markets, if the supply costs will remain stable.
We have disposed of the reference shares underlying the exchangeable debentures of LI LLC, which exposes us to liquidity risk. LI LLC currently has outstanding multiple tranches of exchangeable debentures in the aggregate principal amount of $781 million as of December 31, 2023.
We have disposed of the reference shares underlying the exchangeable debentures of LI LLC, which exposes us to liquidity risk. LI LLC currently has outstanding multiple tranches of exchangeable debentures in the aggregate principal amount of $778 million as of December 31, 2024.
The harm may be immediate, without affording us an opportunity for redress or correction. ​ Risks Related to Technology and Information Security ​ Rapid technological advances could render the products and services offered by our subsidiaries and our business affiliates obsolete or non-competitive .
The harm may be immediate, without affording us an opportunity for redress or correction. ​ ​ I-27 Table of Contents Risks Related to Technology and Information Security ​ Rapid technological advances could render the products and services offered by our subsidiaries and our business affiliates obsolete or non-competitive .
Future outlook declines in revenue, cash flows, or other factors could result in a further decrease in fair value that may result in a determination that carrying value adjustments are required, which could be material, and we could be required to record additional impairment I-25 Table of Contents charges on our goodwill or other identifiable intangible assets in the future, which could result in reductions to stockholders’ equity and material non-cash charges to our earnings and may negatively impact our stock price and financial condition.
Future outlook declines in revenue, cash flows, or other factors could result in a sustained decrease in fair value that may result in a determination that carrying value adjustments are required, which could be material, and we could be required to record additional impairment charges on our goodwill or other identifiable intangible assets in the future, which could result in reductions to stockholders’ equity and material non-cash charges to our earnings and may negatively impact our stock price and financial condition.
Even if our businesses were not subject to penalties, fines or sanctions, if products we source are linked in any way to XPCC, our businesses’ reputations could be damaged. ​ Other countries and jurisdictions have issued or may be considering similar measures.
Even if our businesses were not subject to penalties, fines or sanctions, if products we source are linked in any way to XPCC, our businesses’ reputations could be damaged. I-36 Table of Contents Other countries and jurisdictions have issued or may be considering similar measures.
For example, QVC and CBI have spent, and expect to continue to spend, increasing amounts of money on, and devote greater resources to, certain of these initiatives, particularly in connection with the growth and maintenance of their brands generally, as well as in the continuing efforts of their businesses to increasingly engage customers through online digital marketing.
For example, QVC and CBI have spent, and expect to continue to spend, increasing amounts of money on, and devote greater resources to, certain of these initiatives, particularly in connection with the growth and maintenance of their brands generally, as well as in the continuing efforts of their businesses to increasingly engage customers through digital content (including through streaming and social media), and digital marketing.
Any failure by these subsidiaries and business I-33 Table of Contents affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
Any failure by these subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
As a result of these practices, our subsidiaries and business affiliates may experience further competitive pressures to attract customers and/or to change their shipping programs. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.
As a result of these practices, our subsidiaries and business affiliates may experience further competitive pressures to attract customers and/or to change their shipping and returns programs in order to retain existing customers. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.
None of LMC, TripAdvisor Holdings, Liberty Broadband or ABH has any ownership interest in any of the others. Our executive officers and the members of our Company’s board of directors (the “Board of Directors”) have fiduciary duties to our stockholders.
None of LMC, TripAdvisor Holdings or Liberty Broadband has any ownership interest in any of the others. Our executive officers and the members of our Board of Directors have fiduciary duties to our stockholders.
The majority of QVC’s affiliation agreements with its distributors are scheduled to expire between 2024 and 2029 unless renewed prior to the applicable expiration. ​ As part of normal course renewal discussions, occasionally QVC has disagreements with its distributors over the terms of its carriage, such as channel placement or other contract terms.
The majority of QVC’s affiliation agreements with its distributors have expired and are in renegotiations or are scheduled to expire between 2025 and 2029 unless renewed prior to the applicable expiration. ​ As part of normal course renewal discussions, occasionally QVC has disagreements with its distributors over the terms of its carriage, such as channel placement or other contract terms.
Further, the General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018, gives consumers in the E.U. additional rights and imposes additional restrictions and penalties on companies for illegal collection and misuse of personal information.
The U.S. and the E.U. implemented the DPF in July 2023. Further, the General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018, gives consumers in the E.U. additional rights and imposes additional restrictions and penalties on companies for illegal collection and misuse of personal information.
While our subsidiaries and business affiliates have backup systems for certain aspects of their operations, these systems are not fully redundant and disaster recovery planning is not sufficient for all possible risks.
While our subsidiaries and business affiliates have backup systems for many aspects of their operations, these systems are not fully redundant and disaster recovery planning is not sufficient for all possible scenarios.
In addition, the Credit Facility limits its ability to pay dividends or make other restricted payments if it is in default on the Credit Facility and its consolidated net leverage ratio is greater than 4.0 to 1.0.
In addition, the Credit Facility limits its ability to pay dividends or make other restricted payments if it is in default on the Credit Facility and its I-38 Table of Contents consolidated net leverage ratio is greater than 4.0 to 1.0.
Risk Factor Summary The following is a summary of the material risk factors that could adversely affect our business, financial condition, and results of operations Risks Related to Our Financial Condition and Business ● Improvements in operating results from expected savings in operating costs from Project Athens and other cost saving and business improvement initiatives may not be realized in the anticipated amounts, may take longer to be realized, or could be realized only for a limited period. ● Our subsidiary QVC depends on the television distributors that carry its programming, and no assurance can be given that QVC will be able to maintain and renew its affiliation agreements on favorable terms or at all. ● Our businesses are subject to risks of adverse government regulation , and we may be subject to claims for representations made in connection with the sale and promotion of merchandise or for harm experienced by customers who purchase merchandise from us. ● New legislation or regulations related to climate change and increased focus by governmental and non-governmental organizations, stockholders and customers on sustainability issues may have a material adverse effect on our business and results of operations. ● Our subsidiaries and business affiliates conduct their businesses under highly competitive conditions. ● The sales and operating results of our businesses depend on their ability to attract new customers, retain existing customers and predict or respond to consumer preferences. ● The failure of our subsidiary QVC to maintain suitable placement for its programming or to adapt to changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect its ability to attract and retain television viewers and could result in a decrease in revenue. ● Any continued or permanent inability of QVC to transmit its programming via satellite would result in lost revenue and could result in lost customers. ● Our subsidiaries offer installment payment options on most of their respective merchandise.
Risk Factor Summary The following is a summary of the material risk factors that could adversely affect our business, financial condition, and results of operations Risks Related to Our Financial Condition and Business ● Business improvements initiatives focused on promoting business growth strategies and generating fixed cost savings may not be successful in generating operating results in the anticipated amounts, it may take longer than expected to realize such results, or they could produce such results only for a limited period. ● Our subsidiary QVC depends on the television distributors that carry its programming, and no assurance can be given that QVC will be able to maintain and renew its affiliation agreements on favorable terms or at all. ● Our businesses are subject to risks of adverse government regulation , and we may be subject to claims for representations made in connection with the sale and promotion of merchandise or for harm experienced by I-16 Table of Contents customers who purchase merchandise from us. ● New legislation or regulations related to climate change and focus by governmental and non-governmental organizations, stockholders and customers on sustainability issues may have a material adverse effect on our business and results of operations. ● Our subsidiaries and business affiliates conduct their businesses under highly competitive conditions. ● The sales and operating results of our businesses depend on their ability to attract new customers, retain existing customers and predict or respond to consumer preferences. ● The failure of our subsidiary QVC to maintain suitable placement for its programming or to adapt to changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect its ability to attract and retain television viewers and could result in a decrease in revenue. ● Any continued or permanent inability of QVC to transmit its programming via satellite would result in lost revenue and could result in lost customers. ● Our subsidiaries offer installment payment options on most of their respective merchandise.
In addition, costs associated with the production and distribution of television programming (in the case of QVC), paper and printing costs for catalogs (in the case of CBI) and costs associated with digital marketing, including marketing on third-party platforms such as Google and Facebook, have increased and are likely to continue to increase in the foreseeable future and, if significant, could have a material adverse effect to the extent that they do not result in corresponding increases in net revenue.
In addition, costs associated with the production and distribution of television programming and digital content (in the case of QVC), paper and printing costs for catalogs (in the case of CBI) and costs associated with digital marketing, including marketing on third-party platforms such as Alphabet, Meta, TikTok, Roku and Amazon Fire, have increased and are likely to continue to increase in the foreseeable future and, if significant, could have a material adverse effect to the extent that they do not result in corresponding increases in net revenue.
We evaluate, on a regular basis, whether events or circumstances have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be recoverable, in which case an impairment charge to earnings would become necessary. ​ For the year ended December 31, 2023, the Company identified an impairment for the QxH reporting unit related to goodwill.
We evaluate, on a regular basis, whether events or circumstances have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be recoverable, in which case an impairment charge to earnings would become necessary. ​ For example, for the year ended December 31, 2024, the Company identified impairments for the QxH reporting unit related to the QVC and HSN tradenames and goodwill.
As a result, they are subject to carrier disruptions and delays due to factors that are beyond their control, including employee strikes, labor shortages, inclement I-30 Table of Contents weather and regulation and enforcement actions by customs agencies.
As a result, they are subject to carrier disruptions and delays due to factors that are beyond their control, including employee strikes, labor shortages, inclement weather and regulation and enforcement actions by customs agencies.
In addition, QVC competes with other televised shopping retailers, such as ShopHQ and Jewelry TV in the U.S., Shop Channel in Japan, HSE 24 in Germany and Austria, GM24 in Italy, and Ideal World in the U.K., infomercial retailers, Internet retailers, including livestream I-20 Table of Contents shopping retailers, and mail-order and catalog companies.
In addition, QVC competes with other I-21 Table of Contents televised shopping retailers, such as ShopHQ and JTV (Jewelry Television) in the U.S., Shop Channel in Japan, HSE 24 in Germany, GM24 in Italy, and Ideal World in the U.K., infomercial retailers, Internet retailers, including livestream shopping retailers and platforms, and mail-order and catalog companies.
(“ABH”), which may lead to conflicting interests. ​ Risks Related to Economic Conditions ​ ● Certain of our subsidiaries and business affiliates have operations outside of the U.S. that are subject to numerous operational and financial risks. ● Fluctuations in currency exchange rates may lead to lower revenues and earnings. ​ I-17 Table of Contents ● Weak and uncertain economic conditions worldwide may reduce consumer demand for our businesses’ products and services. ● Increases in market interest rates could increase our operating costs and decrease consumer demand, which may adversely affect our businesses. ● Significant developments stemming from U.S. and international trade policy with China, including in response to forced labor and human rights abuses in China, may adversely impact our businesses and operating results. ​ Risks Related to Our Indebtedness and Common Stock ● Our subsidiary QVC has significant indebtedness, which could limit its flexibility in responding to current market conditions, restrict its business activity and adversely affect our financial condition. ● QVC may need to refinance its indebtedness. ● Covenants in QVC’s debt agreements restrict its business in many ways. ● A substantial portion of our consolidated debt and other liabilities is held above the operating subsidiary level, and we could be unable in the future to obtain cash in amounts sufficient to service those liabilities and our other financial obligations. ● We have disposed of the reference shares underlying the exchangeable debentures of LI LLC, which exposes us to liquidity risk. ● Transactions in our common stock by our insiders could depress the market price of our common stock. ● It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders. ​ Risks Related to Our Financial Condition and Business ​ Improvements in operating results from expected savings in operating costs from Project Athens and other cost saving and business improvement initiatives may not be realized in the anticipated amounts, may take longer to be realized, or could be realized only for a limited period.
(“TripAdvisor Holdings”) and Liberty Broadband, which may lead to conflicting interests. ​ Risks Related to Economic Conditions ​ ● Certain of our subsidiaries and business affiliates have operations outside of the U.S. that are subject to numerous operational and financial risks. ● Fluctuations in currency exchange rates may lead to lower revenues and earnings. ● Weak and uncertain economic conditions worldwide may reduce consumer demand for our businesses’ products and services. ● Uncertainty and increases in market interest rates could increase our operating costs and decrease consumer demand, which may adversely affect our businesses. ● Significant developments stemming from U.S. and international trade policy with China, including in response to forced labor and human rights abuses in China, may adversely impact our businesses and operating results. ​ Risks Related to Our Indebtedness and Common Stock ● Our subsidiary QVC has significant indebtedness, which could limit its flexibility in responding to current market conditions, restrict its business activity and adversely affect our financial condition. ● QVC may need to refinance its indebtedness. ● Covenants in QVC’s debt agreements restrict its business in many ways. ● A substantial portion of our consolidated debt and other liabilities is held above the operating subsidiary level, and we could be unable in the future to obtain cash in amounts sufficient to service those liabilities and our other financial obligations. ● We have disposed of the reference shares underlying the exchangeable debentures of Liberty Interactive LLC (“LI LLC”), which exposes us to liquidity risk. ● Transactions in our common stock by our insiders could depress the market price of our common stock. ● It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders. ​ ​ I-18 Table of Contents Risks Related to Our Financial Condition and Business ​ Business improvement initiatives focused on promoting business growth strategies and generating fixed cost savings may not be successful in generating operating results in the anticipated amounts, it may take longer than expected to realize such results, or they could produce such results for only for a limited period.
As minimum wage rates increase or related laws and regulations change, or as labor market demand increases, we may need to increase the wages paid to our hourly or salaried employees.
As minimum wage I-25 Table of Contents rates increase or related laws and regulations change, or as labor market demand increases, we may need to increase the wages paid to our hourly or salaried employees.
New developments in other areas, such as cloud I-26 Table of Contents computing, could also make it easier for competition to enter their markets due to lower up-front technology costs.
New developments in other areas, such as cloud computing, could also make it easier for competition to enter their markets due to lower up-front technology costs.
If any of these facilities or the facilities of our businesses’ vendors or third-party service providers are affected by natural disasters (such as fires, earthquakes, tsunamis, power shortages or outages, floods or monsoons), public health crises (such as pandemics and epidemics), political crises (such as terrorism, war, political instability, insurrections or other conflict), or other events outside of our businesses’ control, our businesses, financial condition and results of operations could be materially adversely affected.
If any of these facilities or the facilities of our businesses’ vendors or third-party service providers are affected by natural disasters (such as fires, earthquakes, hurricanes, tsunamis, power shortages or outages, floods or monsoons), public health crises (including COVID-19 and its variants or future pandemics or epidemics), political crises (such as terrorism, war, geopolitical tension, political instability, insurrections or other conflict), or other events outside of our businesses’ control, including climate change, our businesses, financial condition and results of operations could be materially adversely affected.
As a result of these practices, our subsidiaries and business affiliates may experience further competitive pressures to attract customers and/or to change their shipping programs.
As a result of these practices, our subsidiaries and business affiliates may experience further competitive pressures to attract customers and/or to change their shipping and returns programs in order to retain existing customers.
The imposition of any new U.S. tariffs on Chinese imports or the taking of other actions against China in the future, and any responses by China, could impair our businesses’ ability to meet customer demand and could result in lost sales or an increase in our businesses’ cost of merchandise, which would have a material adverse impact on our businesses and results of operations. ​ Recently there have been heightened tensions in relations between Western nations and China.
The imposition of any new or additional U.S. tariffs on Chinese imports or the taking of other actions against China in the future, and any responses by China, could impair our businesses’ ability to meet customer demand and could result in lost sales or an increase in our businesses’ cost of merchandise, which would have a material adverse impact on our businesses and results of operations.
In February 2023, QVC sold the Rocky Mount facility to a third party. Order fulfilment, inbound deliveries and customer returns that were previously handled at the Rocky Mount facility are now routed through other distribution facilities within QVC’s distribution network and third party logistic service providers.
Order fulfilment, inbound deliveries and customer returns that were previously handled at the Rocky Mount facility are now routed through other distribution facilities within QVC’s distribution network and, to a lesser extent, third party logistic service providers.
As a result of certain transactions that occurred between 2011 and 2023 that resulted in the separate corporate existence of our Company, LMC, TripAdvisor Holdings, Liberty Broadband and ABH, most of the executive officers of Qurate Retail also serve as executive officers of LMC, TripAdvisor Holdings, Liberty Broadband and ABH and there are overlapping directors.
As a result of certain transactions that occurred between 2011 and 2014 that resulted in the separate corporate existence of our Company, LMC, TripAdvisor Holdings and Liberty Broadband, most of the executive officers of QVC Group also serve as executive officers of LMC, TripAdvisor Holdings and Liberty Broadband and there are overlapping directors.
To the extent that customers elect installment payment options at greater rates, or to the extent the number of customers failing to opt out of the default installment payment option increases, QVC would be required to maintain a greater allowance for customer bad debt and to the extent that installment payment option losses exceed historical levels, our and QVC’s results of operations may be negatively impacted. ​ Most major retailers either directly or through third parties offer some form of Buy Now Pay Later (“BNPL”) financing arrangements that typically charge interest or late fees.
To the extent that customers elect installment payment options at greater rates, or to the extent the number of customers failing to opt out of the default installment payment option increases, QVC would be required to maintain a greater allowance for customer bad debt and to the extent that installment payment option losses exceed historical levels, our and QVC’s results of operations may be negatively impacted. ​ Most major retailers either directly or through third parties offer some form of Buy Now Pay Later (“BNPL”) financing arrangements, typically through a digital user account, which allow the customer to access credit on a repeated basis.
An increasing number of companies offering streaming services, including some with exclusive high-quality original video programming, as well as programming networks offering content directly to consumers over the internet, have increased the number of entertainment choices available to consumers, which has intensified audience fragmentation.
The increasing number of companies offering streaming services, including some with exclusive high-quality original video programming, as well as programming networks offering content directly to consumers over the internet, has increased the number of entertainment choices available to consumers, which has intensified audience fragmentation. The increase in entertainment choices adversely affects the viewership of QVC’s programming.
QVC’s and CBI’s failure, and/or the failure by the various third party vendors and service providers with which QVC and CBI do business, to comply with applicable privacy policies or federal, state or similar I-28 Table of Contents international laws and regulations, or changes in applicable laws and regulations, or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage QVC’s and CBI’s reputations and the reputation of their third party vendors and service providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, any one or all of which could adversely affect QVC’s and CBI’s business, financial condition and results of operations and, as a result, our Company.
QVC’s and CBI’s failure, and/or the failure by the various third party vendors and service providers with which QVC and CBI do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations, or changes in applicable laws and regulations, or changes in the policies of third party platforms where our businesses conduct business, or any compromise of security that results in the unauthorized release of personal information or other user data could damage QVC’s and CBI’s reputations and the reputation of their third party vendors and service providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, and/or results in limits on our businesses’ personal information they used in the operation of their business, any one or all of which could adversely affect QVC’s and CBI’s business, financial condition and results of operations and, as a result, our Company.
The increasing costs of digital marketing may require that we find more cost-effective ways of reaching and retaining consumers, which may not be as effective as the current methods of digital marketing.
The increasing costs of digital marketing may require that we find more cost-effective ways of reaching and retaining consumers, such as through the use of social media and influencers, which may not be as effective as the current methods of digital marketing.
As of December 31, 2023, our wholly-owned subsidiary LI LLC had $1,573 million principal amount of publicly-traded debt outstanding. In addition, as of December 31, 2023, we had deferred tax liabilities of $1,053 million related to LI LLC’s exchangeable debentures. LI LLC is a holding company for certain of our subsidiaries and I-37 Table of Contents investments, including QVC.
As of December 31, 2024, our wholly-owned subsidiary LI LLC had $1,570 million principal amount of publicly-traded debt outstanding. In addition, as of December 31, 2024, we had deferred tax liabilities of $1,136 million related to LI LLC’s exchangeable debentures. LI LLC is a holding company for certain of our subsidiaries and investments, including QVC.
There was $2.28 billion of unused capacity under the Credit Facility. In addition, QVC had $2 million of finance lease obligations and $515 million of operating lease liabilities. QVC may incur significant additional indebtedness in the future. If new indebtedness is added to QVC’s current debt levels, the related risks that it now faces could intensify.
There was $1,586 million of unused capacity under the Credit Facility. In addition, QVC had $502 million of operating lease liabilities. QVC may incur significant additional indebtedness in the future. If new indebtedness is added to QVC’s current debt levels, the related risks that it now faces could intensify.
These initiatives, however, may not resonate with existing customers or consumers generally or may not be cost-effective.
These initiatives, however, may not resonate with existing customers or consumers generally or may not be as cost-effective as traditional television advertising.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe additionally use our incident response framework as part of the process we employ to keep our management and board of directors informed and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. ​ Role of Management ​ Through our services agreement with LMC discussed in Item 1 of this Annual Report on Form 10-K, we have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Facilities departments.
Biggest changeWe additionally use our incident response framework as part of the process we employ to keep our management and board of directors informed and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. ​ ​ I-41 Table of Contents Role of Management ​ Through our services agreement with LMC discussed in Item 1, “Business” of this Annual Report on Form 10-K, we have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Facilities departments.
We additionally engage and retain third-party consultants, I-39 Table of Contents legal advisors and assessors to keep us appraised of emerging third-party risk, defense and mitigation strategies, and governance best practices. ​ Impact of cybersecurity risks on business strategy, results of operations or financial condition ​ As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. ​ For additional information on our cybersecurity risks, see “Risks Related to Technology and Information Security." in Part I, Item 1A of this Annual Report on Form 10-K. ​ Governance ​ Role of the Board of Directors ​ Our board of directors has overall responsibility for risk oversight and has delegated to the Audit Committee primary enterprise risk oversight responsibility, including privacy and cybersecurity risk exposures, policies and practices, the steps management takes to detect, monitor and mitigate such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
We additionally engage and retain third-party consultants, legal advisors and assessors to keep us appraised of emerging third-party risk, defense and mitigation strategies, and governance best practices. ​ Impact of cybersecurity risks on business strategy, results of operations or financial condition ​ As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. ​ For additional information on our cybersecurity risks, see “Risks Related to Technology and Information Security." in Part I, Item 1A of this Annual Report on Form 10-K. ​ Governance ​ Role of the Board of Directors ​ Our board of directors has overall responsibility for risk oversight and has delegated to the audit committee primary enterprise risk oversight responsibility, including privacy and cybersecurity risk exposures, policies and practices, the steps management takes to detect, monitor and mitigate such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
QVC operates its own cybersecurity function with oversight from Qurate Retail. ​ We are committed to protecting the security and integrity of our systems, networks, databases and applications and, as a result, have implemented processes designed to prevent, assess, identify, and manage material risks associated with cybersecurity threats. ​ Cybersecurity risks are assessed as part of our enterprise risk assessment and risk management program and our cybersecurity risk management program is designed and assessed based on recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework. ​ We rely on a multidisciplinary team, including our information security function, legal department, management, and third-party consultants, as described further below, to identify, assess, and manage cybersecurity threats and risks.
QVC operates its own cybersecurity function with oversight from QVC Group. ​ We are committed to protecting the security and integrity of our systems, networks, databases and applications and, as a result, have implemented processes designed to prevent, assess, identify, and manage material risks associated with cybersecurity threats. ​ Cybersecurity risks are assessed as part of our enterprise risk assessment and risk management program and our cybersecurity risk management program is designed and assessed based on recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework. ​ We rely on a multidisciplinary team, including our information security function, legal department, management, and third-party consultants, as described further below, to identify, assess, and manage cybersecurity threats and risks.
We identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and our risk profile using various methods including, using manual and automated tools such as vulnerability scanning software, monitoring existing and emerging cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and assessments, and conducting threat and vulnerability assessments. ​ To manage and mitigate material risks from cybersecurity threats to our information systems and data, we implement and maintain various technical, physical and organizational measures, processes and policies.
We identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and our risk profile using various methods including, using manual and automated tools such as vulnerability scanning software, monitoring existing and emerging cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of I-40 Table of Contents the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and assessments, and conducting threat and vulnerability assessments. ​ To manage and mitigate material risks from cybersecurity threats to our information systems and data, we implement and maintain various technical, physical and organizational measures, processes and policies.
Item 1C. Cybersecurity Risk Management and Strategy Qurate Retail’s corporate level IT and cybersecurity functions are provided by LMC as part of the services agreement described in Item 1. Business. Through the services agreement, we participate in LMC’s processes for assessing, identifying, and managing risks from cybersecurity threats at the corporate level, as detailed below.
Item 1C. Cybersecurity Risk Management and Strategy QVC Group’s corporate level IT and cybersecurity functions are provided by LMC as part of the services agreement described in Item 1. Business. Through the services agreement, we participate in LMC’s processes for assessing, identifying, and managing risks from cybersecurity threats at the corporate level, as detailed below.
Our management team’s experience includes a diverse background in telecom, retail and other industries, with decades of experience in various aspects of technology and cybersecurity. LMC’s Head of Cybersecurity has more than 25 years of cybersecurity and IT experience and holds Certified Information Security Manager and Certified in Risk and Information System Control certifications.
Our management team’s experience includes a diverse background in telecom, retail and other industries, with decades of experience in various aspects of technology and cybersecurity. LMC’s Head of Cybersecurity, who sits on the ISSC, has more than 25 years of cybersecurity and IT experience and holds Certified Information Security Manager and Certified in Risk and Information System Control certifications.
QVC’s VP Information Security has more than 30 years of IT experience and I-40 Table of Contents holds multiple certifications, including Certified Information Security System Professional and Certified Information Security Manager.
QVC’s VP Information Security has more than 30 years of IT experience and holds multiple certifications, including Certified Information Security System Professional and Certified Information Security Manager.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn December 2023, QVC entered into an agreement to sell its Kassel, Germany call center. This property is owned as of December 31, 2023, and is considered held for sale and included in other assets, at cost, net of accumulated amortization in the accompanying consolidated balance sheet.
Biggest changeThis property was owned as of December 31, 2023, and was considered held for sale and included in other assets, at cost, net of accumulated amortization in the accompanying consolidated balance sheet. Refer to note 7 of the accompanying consolidated financial statements for further details. QVC International now leases a contact center in Kassel, Germany.
QVC International owns a contact center in Kassel, Germany. QVC International owns a distribution center in Chiba, Japan and leases a distribution center in Hückelhoven, Germany. Additionally, QVC International owns multi-functional buildings in Chiba, Japan; Brugherio, Italy; and Dusseldorf, Germany, and leases multi-functional buildings in Knowsley, U.K. and London, U.K.
QVC International owns a distribution center in Chiba, Japan and leases a distribution center in Hückelhoven, Germany. Additionally, QVC International owns multi-functional buildings in Chiba, Japan; Brugherio, Italy; and Dusseldorf, Germany, and leases multi-functional buildings in Knowsley, U.K. and London, U.K. In December 2023, QVC entered into an agreement to sell its Kassel, Germany call center.
It also leases other properties consisting of administrative offices, 30 retail stores and outlets in various locations throughout the U.S. Our other subsidiaries and business affiliates own or lease the fixed assets necessary for the operation of their respective businesses, including office space, transponder space, headends, cable television and telecommunications distribution equipment and telecommunications switches. Item 3. Legal Proceedings None.
I-42 Table of Contents Our other subsidiaries and business affiliates own or lease the fixed assets necessary for the operation of their respective businesses, including office space, transponder space, headends, cable television and telecommunications distribution equipment and telecommunications switches. Item 3. Legal Proceedings None. Item 4. Mine Safety Disclosures Not applicable. ​ I-43 Table of Contents PART II
Refer to note 7 in the accompanying notes to our consolidated financial statements for further details. CBI owns an office in Franconia, New Hampshire. CBI leases its fulfillment centers in Butler and Warren Counties in Ohio and as well as two facilities in Phoenix, Arizona.
CBI owns an office in Franconia, New Hampshire. CBI leases its fulfillment centers in Butler and Warren Counties in Ohio and as well as two facilities in Phoenix, Arizona. It also leases other properties consisting of administrative offices, 35 retail stores and outlets in various locations throughout the U.S.
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Item 4. Mine Safety Disclosures Not applicable. ​ I-41 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-41 ​ ​ ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ Item 5. ​ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II-1 ​
Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-43 ​ ​ ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ Item 5. ​ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II-1 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeII-1 Table of Contents Purchases of Equity Securities by the Issuer Share Repurchase Programs In May 2019, the board authorized the repurchase of $500 million of Series A or Series B common stock . In August 2021, the board authorized the repurchase of $500 million of Series A or Series B common stock.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders . Purchases of Equity Securities by the Issuer Share Repurchase Programs In May 2019, the board authorized the repurchase of $500 million of Series A or Series B common stock .
No shares of Series A common stock and 30 shares of Preferred Stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock during the three months ended December 31, 2023. Item 6. [Reserved] ​
II-1 Table of Contents No shares of Series A common stock and 24 shares of Preferred Stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock during the three months ended December 31, 2024. Item 6. [Reserved] ​
There were no repurchases of Series A common stock, Series B common stock or the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Preferred Stock”) during the three months ended December 31, 2023.
In August 2021, the board authorized the repurchase of $500 million of Series A or Series B common stock. There were no repurchases of Series A common stock, Series B common stock or the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Preferred Stock”) during the three months ended December 31, 2024.
Although our Series B common stock is traded on the Nasdaq Global Select Market, an established public trading market does not exist for the stock, as it is not actively traded. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Qurate Retail ​ ​ Series B (QRTEB) ​ ​ ​ High ​ Low 2022 ​ ​ ​ ​ ​ ​ First quarter ​ $ 8.08 ​ 4.75 Second quarter ​ $ 5.80 ​ 3.61 ​ Third quarter ​ $ 21.93 ​ 3.04 ​ Fourth quarter ​ $ 13.56 ​ 4.20 ​ 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 7.44 ​ 4.28 ​ Second quarter ​ $ 9.50 ​ 3.69 ​ Third quarter ​ $ 8.74 ​ 5.12 ​ Fourth quarter ​ $ 9.15 ​ 5.42 ​ ​ Holders As of January 31, 2024, there were 2,148 and 58 record holders of our Series A and Series B common stock, respectively.
Although our Series B common stock is traded on the Nasdaq Capital Market, an established public trading market does not exist for the stock, as it is not actively traded. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ QVC Group ​ ​ Series B (QVCGB) ​ ​ ​ High ​ Low 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 7.44 ​ 4.28 Second quarter ​ $ 9.50 ​ 3.69 ​ Third quarter ​ $ 8.74 ​ 5.12 ​ Fourth quarter ​ $ 9.15 ​ 5.42 ​ 2024 ​ ​ ​ ​ ​ ​ First quarter ​ $ 7.69 ​ 3.87 ​ Second quarter ​ $ 4.99 ​ 3.60 ​ Third quarter ​ $ 4.90 ​ 3.30 ​ Fourth quarter ​ $ 4.28 ​ 2.58 ​ ​ Holders As of January 31, 2025, there were 2,019 and 55 record holders of our Series A and Series B common stock, respectively.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information Each series of the common stock of Qurate Retail, Inc. ( “Qurate Retail,” the “Company,” “we,” “us” and “our”) trades on the Nasdaq Global Select Market.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information Each series of the common stock of QVC Group, Inc.
The following table sets forth the range of high and low sales prices of shares of our Series B common stock for the years ended December 31, 2023 and 2022.
Stock price information for securities traded on the Nasdaq Capital Market can be found on the Nasdaq’s website at www.nasdaq.com. The following table sets forth the range of high and low sales prices of shares of our Series B common stock for the years ended December 31, 2024 and 2023.
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Our Series A and Series B common stock trade on the Nasdaq Global Select Market, under the symbols “QRTEA” and “QRTEB.” Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.
Added
(formerly named Qurate Retail, Inc., “QVC Group,” the “Company,” “we,” “us” and “our”) traded on the Nasdaq Global Select Market until December 2, 2024, when it began trading on the Nasdaq Capital Market. Our Series A and Series B common stock trade on the Nasdaq Capital Market, under the symbols “QVCGA” and “QVCGB” (formerly “QRTEA” and “QRTEB”).
Removed
Dividends On November 4, 2021, Qurate Retail announced that its board of directors (the “Board of Directors”) declared a special cash dividend in the amount of $1.25 per common share for an aggregate cash dividend of approximately $488 million based on shares outstanding as of October 31, 2021.
Removed
The dividend was payable on November 22, 2021 to stockholders of record of Qurate Retail’s Series A and Series B common stock as of the close of business on November 15, 2021. Aside from the above mentioned dividends, we have not paid any cash dividends on our common stock during the years ended December 31, 2023, 2022, and 2021.
Removed
Payment of cash dividends, if any, in the future will be determined by the Board of Directors in light of our earnings, financial condition and other relevant considerations. See Item 7.
Removed
“Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Capital Resources.” Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

104 edited+30 added−34 removed42 unchanged
Biggest changeEarnings (losses) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 Earnings (loss) from continuing operations before income taxes ​ $ 66 ​ (2,308) Income tax (expense) benefit ​ ​ (160) ​ (224) Effective income tax rate ​ ​ 242% ​ 10% ​ For the year ended December 31, 2023 income tax expense was greater than the U.S. statutory rate of 21% due to state income tax expense, foreign income tax expense, the impairment of goodwill that is not deductible for tax purposes, non-deductible interest expense related to Preferred Stock and stock compensation, partially offset by tax benefits from a decrease in effective tax rate used to measure deferred taxes. ​ For 2022, the most significant portion of the losses before income taxes relates to a goodwill impairment that is not deductible for tax purposes. ​ Net earnings (loss).
Biggest changeEarnings (losses) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 Earnings (loss) before income taxes ​ $ (1,291) ​ 66 Income tax (expense) benefit ​ ​ 41 ​ (160) Effective income tax rate ​ ​ 3% ​ 242% ​ For the year ended December 31, 2024 income tax benefit differs from the U.S. statutory rate of 21% due to an impairment of goodwill that is not deductible for tax purposes (see note 5 of the accompanying consolidated financial statements), and a benefit from a foreign tax loss that is fully offset by a valuation allowance. ​ For the year ended December 31, 2023 income tax expense was greater than the U.S. statutory rate of 21% due to state income tax expense, foreign income tax expense, the impairment of goodwill that is not deductible for tax purposes, II-8 Table of Contents non-deductible interest expense related to Preferred Stock and stock compensation, partially offset by tax benefits from a decrease in effective tax rate used to measure deferred taxes. ​ Net earnings (loss).
Additionally, see note 2 in the accompanying consolidated financial statements for an overview of new accounting standards that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements. Overview We own controlling and non-controlling interests in a broad range of video and online commerce companies.
Additionally, see note 2 of the accompanying consolidated financial statements for an overview of new accounting standards that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements. Overview We own controlling and non-controlling interests in a broad range of video and online commerce companies.
Global financial markets may experience 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, continue to be uncertain or deteriorate, customers may respond by suspending, delaying, or reducing their discretionary spending.
Global financial markets may experience 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 Europe and Japan, continue to be uncertain or deteriorate, customers may respond by suspending, delaying, or reducing their discretionary spending.
Internationally, QVC's 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, and Italy.
Internationally, QVC's televised shopping programs, including live and recorded content, are distributed to households outside the U.S., primarily in Germany, Austria, Japan, the United Kingdom ("U.K."), the Republic of Ireland, and Italy.
QVC took steps to mitigate disruption to operations including diverting inbound orders, leveraging its existing fulfillment centers and supplementing these facilities with short-term leased space as needed. QVC sold the property in February 2023 and as of December 31, 2023 received net cash proceeds of $19 million.
QVC took steps to mitigate disruption to operations including diverting inbound orders, leveraging its existing fulfillment centers and supplementing these facilities with short-term leased space as needed. QVC sold the property in February 2023 and received net cash proceeds of $19 million.
Rocky Mount was QVC’s second-largest fulfillment center, processing approximately 25% to 30% of volume for QVC U.S., and also served as QVC U.S.’s primary returns center for hard goods. The building was significantly damaged as a result of the fire and related smoke and would not reopen.
Rocky Mount was QVC’s second-largest fulfillment center, processing approximately 25% to 30% of volume for QVC U.S., and also served as QVC U.S.’s primary returns center for hard goods. The building was significantly damaged as a result of the fire and related smoke and did not reopen.
Although QVC will not be able to make unlimited dividends or other restricted payments under the senior secured notes leverage basket, QVC will continue to be permitted to make unlimited dividends to parent entities of QVC to service the principal and interest when due in respect of indebtedness of such parent entities (so long as there is no default under the indentures governing QVC’s senior secured notes or the Credit Facility) and permitted to make certain restricted payments to Qurate Retail under an intercompany tax sharing agreement in respect of certain tax obligations of QVC and its subsidiaries.
Although QVC will not be able to make unlimited dividends or other restricted payments under the senior secured notes leverage basket, QVC will continue to be permitted to make unlimited dividends to parent entities of QVC to service the principal and interest when due in respect of indebtedness of such parent entities (so long as there is no default under the indentures governing QVC’s senior secured notes or the Credit Facility) and permitted to make certain restricted payments to QVC Group under an intercompany tax sharing agreement in respect of certain tax obligations of QVC and its subsidiaries.
As of December 31, 2023, QVC’s consolidated leverage ratio (as calculated under QVC’s senior secured notes) was greater than 3.5 to 1.0 and as a result QVC is restricted in its ability to make dividends or other restricted payments under the senior secured notes.
As of December 31, 2024, QVC’s consolidated leverage ratio (as calculated under QVC’s senior secured notes) was greater than 3.5 to 1.0 and as a result QVC is restricted in its ability to make dividends or other restricted payments under the senior secured notes.
Amounts do not assume additional borrowings or refinancings of existing debt. (2) Amounts (i) are based on our outstanding debt at December 31, 2023, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2023 rates and (iii) assume that our existing debt is repaid at maturity.
Amounts do not assume additional borrowings or refinancings of existing debt. (2) Amounts (i) are based on our outstanding debt at December 31, 2024, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2024 rates and (iii) assume that our existing debt is repaid at maturity.
See "Results of Operations – Businesses" below for a more complete discussion of the results of operations of QVC and CBI. Corporate and other revenue decreased $605 million for the year ended December 31, 2023, as compared to the same period in the prior year, due to Zulily’s results only being recorded through May 23, 2023. Operating income (loss).
See "Results of Operations–Businesses" below for a more complete discussion of the results of operations of QVC and CBI. Corporate and other revenue decreased $301 million for the year ended December 31, 2024, as compared to the same period in the prior year, due to Zulily’s results only being recorded through May 23, 2023. Operating income (loss).
A suspension, delay or reduction in discretionary spending could adversely affect revenue. Accordingly, our businesses’ 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 QVC’s expansion into new European and other markets.
Any further suspension, delay or reduction in discretionary spending could adversely affect revenue. Accordingly, our businesses’ 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 QVC’s expansion into new European and other markets.
CBI had restructuring charges of $2 million during the year ended December 31, 2023, as a result of a corporate restructuring in May 2023. The costs relate to severance expense and outplacement services. ​
CBI had restructuring charges of $2 million during the year ended December 31, 2023, as a result of a corporate restructuring in May 2023. The costs related to severance expense and outplacement services. ​
The Company's U.S. programming is also available on QVC.com and HSN.com, which we refer to as QVC's "U.S. websites"; virtual multichannel video programming distributors (including Hulu + Live TV, DirectTV Stream and YouTube TV); applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex and Samsung TV Plus; mobile applications; social media pages and over-the-air broadcasters.
The Company's U.S. programming is also available on QVC.com and HSN.com, which we refer to as QVC's "U.S. websites"; virtual multichannel video programming distributors (including Hulu + Live TV, DirectTV Stream and YouTube TV); applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung TV Plus; mobile applications; social media pages and over-the-air broadcasters (collectively, the “Digital Platforms”).
A discussion regarding our financial condition and results of operations for fiscal year 2022 compared to fiscal year 2021 can be found in Part II, Item 7.
A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found in Part II, Item 7.
(3) This amount reflects the annual 8.0% dividend on shares of Preferred Stock outstanding as of December 31, 2023 and redemption of the Preferred Stock on March 15, 2031.
(3) This amount reflects the annual 8.0% dividend on shares of Preferred Stock outstanding as of December 31, 2024 and redemption of the Preferred Stock on March 15, 2031.
(4) Amounts include open purchase orders for inventory and non-inventory purchases along with other material cash requirements . ​ Critical Accounting Estimates The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
(4) Amounts include open purchase orders for inventory and non-inventory purchases along with other material cash requirements . ​ ​ ​ II-11 Table of Contents Critical Accounting Estimates The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
If these pressures persist, inflated costs may result in certain increased costs outpacing QVC’s pricing power in the near term. ​ On December 18, 2021, QVC experienced a fire at its Rocky Mount fulfillment center in North Carolina.
If these pressures persist, inflated costs may result in certain increased costs outpacing QVC’s pricing power in the near term. ​ Fire at Rocky Mount Distribution Center ​ In December 2021, QVC experienced a fire at its Rocky Mount fulfillment center in North Carolina.
On February 27, 2024, QVC delivered a notice of redemption to the trustee and holders of QVC’s 4.85% senior secured notes due 2024 (the “2024 Notes”). Pursuant to the notice of redemption, QVC expects to redeem the remaining outstanding 2024 Notes in full on March 28, 2024.
On February 27, 2024, QVC delivered a notice of redemption to the trustee and holders of QVC’s 4.85% senior secured notes due 2024 (the “2024 Notes”). Pursuant to the notice of redemption, QVC redeemed the remaining outstanding 2024 Notes in full on March 28, 2024.
This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and II-13 Table of Contents transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected realizability of future tax benefits.
This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected realizability of future tax benefits.
Due to the high degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair II-12 Table of Contents value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.
Due to the high degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.
QVC.com and its other digital platforms (including its mobile applications, social media pages and others) are natural extensions of its business model, allowing customers to engage in its shopping experience wherever they are, with live or on-demand content customized to the device they are using.
QVC.com and its other Digital Platforms (including its mobile applications, social media pages and others) are natural extensions of its business model, allowing II-13 Table of Contents customers to engage in its shopping experience wherever they are, with live or on-demand content customized to the device they are using.
Concurrent with the sale, QVC entered into agreements to lease each of the properties back from the purchaser over an initial term of 20 years with the option to extend the terms of the property leases for up to four consecutive terms of five years.
Concurrent with the sale, QVC entered into agreements to lease each of the properties back from the purchaser over an initial term of 20 years with the option to extend the terms II-4 Table of Contents of the property leases for up to four consecutive terms of five years.
Operating expenses decreased $3 million for the year ended December 31, 2023, compared to the prior year, driven by decreased credit card fees and customer service charges due to decreased revenue. CBI’s SG&A expenses include print, digital and retail marketing.
Operating expenses decreased $4 million for the year ended December 31, 2024, compared to the prior year, driven by decreased credit card fees and customer service charges due to decreased revenue. CBI’s SG&A expenses include print, digital and retail marketing.
QVC recognized a $69 million and $44 million gain related to the successful sale leaseback of the German and U.K. properties, respectively, during the first quarter of 2023 calculated as the difference between the aggregate consideration received and the carrying value of the properties.
QVC recognized a $113 million gain related to the successful sale leaseback of the German and U.K. properties during the first quarter of 2023 calculated as the difference between the aggregate consideration received and the carrying value of the properties.
Further, under QVC’s bond indentures and the Credit Facility credit agreement, unlimited dividends are permitted to service the debt of Qurate Retail so long as there is no default (i.e., no leverage test is needed).
Further, under QVC’s bond indentures and the Credit Facility credit agreement, unlimited dividends are permitted to service the debt of QVC Group so long as there is no default (i.e., no leverage test is needed).
The projected uses of Qurate Retail’s cash in the next year, outside of normal operating expenses (inclusive of tax payments), are the costs to service outstanding debt including approximately $330 million for estimated interest payments on corporate level and other subsidiary debt, anticipated capital improvement spending between $235 million and $250 million, the repayment of certain debt obligations, payments related to television distribution rights, payment of dividends to the holders of the Preferred Stock, and additional investments in existing or new businesses.
The projected uses of QVC Group’s cash in the next year, outside of normal operating expenses (inclusive of tax payments), are the costs to service outstanding debt including approximately $330 million for estimated interest payments on corporate level and other subsidiary debt, anticipated capital improvement spending between $230 million and $245 million, the repayment of certain debt obligations, payments related to television distribution rights, payment of dividends to the holders of the Preferred Stock, and additional investments in existing or new businesses.
Loss on disposition of Zulily. The Company recorded a net loss of $64 million associated with the disposition of Zulily during the year ended December 31, 2023 (see note 1 to the accompanying consolidated financial statements). II-8 Table of Contents Tax sharing income (expense) with Liberty Broadband. The Company has a tax sharing agreement with Liberty Broadband.
Loss on disposition of Zulily. The Company recorded a net loss of $64 million associated with the disposition of Zulily during the year ended December 31, 2023 (see note 1 of the accompanying consolidated financial statements). Tax sharing income (expense) with Liberty Broadband. The Company has a tax sharing agreement with Liberty Broadband.
Zulily is included in Corporate and other through May 23, 2023 and is not presented as a discontinued operation as the disposition did not represent a strategic shift that had a major effect on Qurate Retail’s operations and financial results. ​ Included in revenue in the accompanying consolidated statements of operations is $301 million, $906 million and $1,453 million, for the years ended December 31, 2023, 2022 and 2021, respectively, related to Zulily.
Zulily is included in Corporate and other through May 23, 2023 and is not presented as a discontinued operation as the disposition did not represent a strategic shift that had a major effect on QVC Group’s operations and financial results. ​ Included in revenue in the accompanying consolidated statements of operations is $301 million and $906 million for the years ended December 31, 2023 and 2022, respectively, related to Zulily.
Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses.
II-6 Table of Contents Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses.
CBI’s depreciation and amortization expense increased $1 million for the year ended December 31, 2023, as compared to the corresponding period in the prior year, primarily due to increased capital investments, primarily in retail stores and technology.
CBI’s depreciation and amortization expense increased $6 million for the year ended December 31, 2024, as compared to the corresponding period in the prior year, primarily due to increased capital investments, primarily in retail stores and technology.
QVC continues to assess its network footprint and is making investments to expand capacity and increase throughput as a result of the loss of the Rocky Mount fulfillment center. ​ Based on the provisions of QVC’s insurance policies certain fire related costs were recoverable.
QVC assessed its network footprint and is making investments to increase throughput as a result of the loss of the Rocky Mount fulfillment center. ​ Based on the provisions of QVC’s insurance policies certain fire related costs were recoverable.
QVC’s operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees, and telecommunications expenses. Operating expenses decreased $21 million or 3% for the year ended December 31, 2023, as compared to the prior year. Operating expenses were 7.8% and 7.7% of net revenue for the years ended December 31, 2023 and 2022, respectively.
QVC’s operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees, and telecommunications expenses. Operating expenses decreased $46 million or 6% for the year ended December 31, 2024, as compared to the prior year. Operating expenses were 7.7% and 7.8% of net revenue for the years ended December 31, 2024 and 2023 respectively.
Dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively affected. In discussing QVC’s operating results, the term “currency exchange rates” refers to the currency exchange rates QVC uses to convert the operating results for all countries where the functional currency is not the U.S. Dollar.
Dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow is likely to be negatively affected. II-14 Table of Contents In discussing QVC’s operating results, the term “currency exchange rates” refers to the currency exchange rates QVC uses to convert the operating results for all countries where the functional currency is not the U.S. Dollar.
QVC accrues taxes on the unremitted earnings of its international subsidiaries. Approximately 76% of this foreign cash balance was that of QVC Japan. QVC owns 60% of QVC Japan and shares all profits and losses with the 40% minority interest holder, Mitsui & Co, LTD.
QVC accrues foreign taxes on the unremitted earnings of its international subsidiaries. Approximately 61% of this foreign cash balance was that of QVC Japan. QVC owns 60% II-9 Table of Contents of QVC Japan and shares all profits and losses with the 40% minority interest holder, Mitsui & Co, LTD.
The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses. ​ II-9 Table of Contents Liquidity and Capital Resources As of December 31, 2023 substantially all of our cash and cash equivalents are invested in U.S.
The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses. ​ Liquidity and Capital Resources As of December 31, 2024 substantially all of our cash and cash equivalents are invested in U.S.
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Equity securities ​ $ (22) 13 Exchangeable senior debentures ​ (33) 324 Indemnification asset ​ ​ (5) ​ (273) ​ Other financial instruments ​ (1) (9) ​ ​ $ (61) 55 ​ The changes in these accounts are due primarily to market factors and changes in the fair value of the underlying stocks or financial instruments to which these relate.
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 ​ ​ amounts in millions Equity securities ​ $ (22) (22) Exchangeable senior debentures ​ (38) (33) Indemnification asset ​ ​ — ​ (5) ​ Other financial instruments ​ — (1) ​ ​ $ (60) (61) ​ The changes in these accounts are due primarily to market factors and changes in the fair value of the underlying stocks or financial instruments to which these relate.
Off-Balance Sheet Arrangements and Aggregate Material Cash Requirements In connection with agreements for the sale of assets by our Company, we may retain liabilities that relate to events occurring prior to the sale, such as tax, environmental, litigation and employment matters.
The amounts involved may be material. ​ II-10 Table of Contents Off-Balance Sheet Arrangements and Aggregate Material Cash Requirements In connection with agreements for the sale of assets by our Company, we may retain liabilities that relate to events occurring prior to the sale, such as tax, environmental, litigation and employment matters.
The current economic uncertainty in various regions of the world in which our subsidiaries and affiliates operate could adversely affect demand for their products and services since a substantial portion of their revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability.
The current economic uncertainty in various regions of the world in which our subsidiaries and affiliates operate, has impacted and could continue to adversely affect demand for their products and services since a substantial portion of their revenue is derived from discretionary spending by individuals, which typically falls, to varying degrees, during times of economic instability and inflationary pressures.
As a result, the Company recognized tax sharing loss of $11 million and tax sharing income of $79 million for the years ended December 31, 2023 and 2022, respectively. Other, net. Other, net decreased $34 million for the year ended December 31, 2023, when compared to the corresponding prior year periods.
As a result, the Company recognized tax sharing loss of $4 million and $11 million for the years ended December 31, 2024 and 2023, respectively. Other, net. Other, net decreased $11 million for the year ended December 31, 2024, when compared to the corresponding prior year periods.
II-10 Table of Contents Our cash generated by operating activities was significantly higher in 2023 than it was in 2022 due to receipt of insurance proceeds and favorable working capital trends.
Our cash generated by operating activities was significantly higher in 2023 than it was in 2024 and 2022 due to receipt of insurance proceeds and favorable working capital trends.
II-5 Table of Contents Results of Operations—Consolidated General. We provide in the tables below information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our principal reportable segments. The "Corporate and other" category consists of various cost method investments.
We provide in the tables below information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our principal reportable segments. The "Corporate and other" category consists of corporate activity and various cost method investments.
Trade accounts receivable (including installment payment, credit card and customer receivables) were $1,294 million and $1,319 million, as of December 31, 2023 and 2022, respectively. Allowance for credit losses related to uncollectible trade accounts receivable was $82 million and $87 million as of December 31, 2023 and 2022, respectively.
Trade accounts receivable (including installment payment, credit card and customer receivables) were $1,140 million and $1,294 million, as of December 31, 2024 and 2023, respectively. Allowance for credit losses related to uncollectible trade accounts receivable was $75 million and $82 million as of December 31, 2024 and 2023, respectively.
QVC calculates 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 this discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations.
QVC calculates the effect of changes in currency exchange rates as the difference between current period activity translated using the prior period's currency exchange rates. We refer to the results of this calculation as the impact of currency exchange rate fluctuations. Constant currency operating results refers to operating results without the impact of the currency exchange rate fluctuations.
For a more detailed discussion and analysis of the financial results of the principal reporting segments, see "Results of Operations - Businesses" below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 is presented below.
For a more detailed discussion and analysis of the financial results of the principal reporting segments, see "Results of Operations–Businesses" below. ​ II-5 Table of Contents A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.
Additionally, we have $2.28 billion available for borrowing under the Credit Facility at December 31, 2023. As of December 31, 2023, QVC had approximately $204 million of cash and cash equivalents and restricted cash held in foreign subsidiaries that is available for domestic purposes with no significant tax consequences upon repatriation to the U.S.
Additionally, we have $1,586 million available for borrowing under the Credit Facility at December 31, 2024. As of December 31, 2024, QVC had approximately $208 million of cash and cash equivalents and restricted cash held in foreign subsidiaries that is available for domestic purposes with no significant tax consequences upon repatriation to the U.S.
(“CBI”) consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. Our “Corporate and other” category includes various cost method investments. ​ Zulily, LLC (“Zulily”) was a wholly owned subsidiary of Qurate Retail until its divestiture on May 24, 2023.
(“CBI”) consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. Our “Corporate and other” category includes corporate activity along with various cost method investments. ​ Zulily, LLC (“Zulily”) was a wholly owned subsidiary of QVC Group until its divestiture on May 24, 2023.
The increase in realized and unrealized losses for the year ended December 31, 2023 as compared to the corresponding prior year was primarily due to an increase in unrealized losses on the exchangeable senior debentures driven by increases in stock prices of the securities underlying the debentures compared to the prior year, and an increase in unrealized losses on the Company’s equity securities, partially offset by a decrease in unrealized losses on the indemnification asset (see note 4 of the accompanying consolidated financial statements).
The decrease in realized and unrealized losses for the year ended December 31, 2024, as compared to the corresponding prior year, was primarily due to a decrease in unrealized losses on the indemnification asset (see note 4 of the accompanying consolidated financial statements) as the indemnification agreement is no longer in place following the settlement of the 1.75% Exchangeable Senior Debentures, and a decrease in unrealized losses on the Company’s equity securities, partially offset by an increase in unrealized losses on the exchangeable senior debentures driven by increases in stock prices of the securities underlying the debentures compared to the prior year.
Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Treasury securities, securities of other government agencies, AAA rated money market funds and other highly rated financial and corporate debt instruments.
The change in the reserve is included in cost of goods sold in the consolidated statements of operations. As of December 31, 2023, QVC's inventory was $860 million, which was net of the obsolescence reserve of $115 million. As of December 31, 2022, QVC’s inventory was $1,035 million, which was net of the obsolescence reserve of $143 million.
The change in the reserve is included in cost of goods sold in the consolidated statements of operations. As of December 31, 2024, QVC's inventory was $901 million, which was net of the obsolescence reserve of $112 million. As of December 31, 2023, QVC’s inventory was $860 million, which was net of the obsolescence reserve of $115 million.
As of December 31, 2023, the intangible assets not subject to amortization for each of our significant reportable segments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ Tradenames ​ Total ​ ​ amounts in millions QxH $ 2,367 2,698 5,065 ​ QVC International ​ ​ 785 ​ — ​ 785 ​ CBI ​ ​ 12 ​ — ​ 12 ​ ​ ​ $ 3,164 2,698 5,862 ​ ​ We perform our annual assessment of the recoverability of our goodwill and other non-amortizable intangible assets during the fourth quarter of each year, or more frequently, if events or circumstances indicate impairment may have occurred.
As of December 31, 2024, the intangible assets not subject to amortization for each of our significant reportable segments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ Tradenames ​ Total ​ ​ amounts in millions QxH $ 1,465 2,120 3,585 ​ QVC International ​ ​ 740 ​ — ​ 740 ​ CBI ​ ​ 12 ​ — ​ 12 ​ ​ ​ $ 2,217 2,120 4,337 ​ ​ We perform our annual assessment of the recoverability of our goodwill and other non-amortizable intangible assets during the fourth quarter of each year, or more frequently, if events or circumstances indicate impairment may have occurred.
Under the terms of the agreements, QVC received net cash proceeds of $102 million related to its German facility and $80 million related to its U.K. facility when the sale closed in January 2023.
Under the terms of the agreements, QVC received net cash proceeds of $182 million related to its German and U.K. facilities when the sales closed in January 2023.
Qurate Retail recognized a loss on the divestiture of $64 million in the second quarter of 2023.
QVC Group recognized a loss on the divestiture of $64 million in the second quarter of 2023.
As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. In 2023 an impairment of $326 million was recorded to QxH’s goodwill. In 2022, an impairment of $2,535 million was recorded to QxH’s goodwill.
As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. For the years ended December 31, 2024, 2023, and 2022, impairments of $902 million, $326 million, and $2,535 million, respectively, were recorded to QxH’s goodwill.
As a percentage of net revenue, SG&A increased to 28.8% from 25.7% for the years ended December 31, 2023 and 2022, respectively. This increase is primarily due to lower revenues compared to the prior year.
As a percentage of net revenue, SG&A increased to 33.1% from 28.8% for the years ended December 31, 2024 and 2023, respectively. This increase is primarily due to higher administrative costs and lower revenue compared to the prior year.
Our consolidated revenue decreased 9.8% for the year ended December 31, 2023, as compared to the corresponding prior year period. QxH, CBI and QVC International revenue decreased $364 million, $148 million and $74 million, respectively, during the year ended December 31, 2023, as compared to the same period in the prior year.
Our consolidated revenue decreased 8.0% for the year ended December 31, 2024, as compared to the corresponding prior year period. QxH, CBI and QVC International revenue decreased $397 million, $125 million and $55 million, respectively, during the year ended December 31, 2024, as compared to the same period in the prior year.
As of December 31, 2023, Qurate Retail's liquidity position consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash ​ ​ ​ equivalents ​ ​ ​ amounts in millions QVC $ 307 CBI ​ ​ 86 ​ Corporate and other ​ 728 Total Qurate Retail $ 1,121 ​ ​ ​ ​ ​ ​ To the extent that the Company recognizes any taxable gains from the sale of assets, we may incur tax expense and be required to make tax payments, thereby reducing any cash proceeds.
As of December 31, 2024, QVC Group's liquidity position consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash ​ ​ ​ equivalents ​ ​ ​ amounts in millions QVC $ 297 CBI ​ ​ 135 ​ Corporate and other ​ 473 Total QVC Group $ 905 ​ ​ ​ ​ ​ ​ To the extent that the Company recognizes any taxable gains from the sale of assets, we may incur tax expense and be required to make tax payments, thereby reducing any cash proceeds.
We had net losses of $94 million and $2,532 million for the years ended December 31, 2023 and 2022, respectively.
We had net losses of $1,250 million and $94 million for the years ended December 31, 2024 and 2023, respectively.
QVC recorded a gain of $196 million and a gain of $10 million for the years ended December 31, 2023 and 2022, respectively, in restructuring, penalties and fire related costs, net of recoveries.
II-15 Table of Contents QVC recorded a loss of $18 million and a gain of $196 million for the years ended December 31, 2024 and 2023, respectively, in restructuring, penalties and fire related costs, net of recoveries.
CBI's operating results for the last two years were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ amounts in millions Net revenue ​ $ 1,165 1,313 Cost of goods sold ​ (717) (850) Operating expenses ​ (45) (48) SG&A expenses (excluding stock-based compensation) ​ (336) (337) Adjusted OIBDA ​ 67 78 Stock-based compensation ​ (4) (3) Depreciation and amortization ​ (26) (27) Restructuring costs ​ ​ (2) ​ — ​ Operating income (loss) ​ $ 35 48 ​ CBI's consolidated net revenue decreased 11.3% for the year ended December 31, 2023, as compared to the corresponding prior year, primarily attributable to a decrease in ASP and units shipped compared to the prior year.
CBI's operating results for the last two years were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ amounts in millions Net revenue ​ $ 1,040 1,165 Cost of goods sold ​ (619) (717) Operating expenses ​ (41) (45) SG&A expenses (excluding stock-based compensation) ​ (344) (336) Adjusted OIBDA ​ 36 67 Stock-based compensation ​ (2) (4) Depreciation and amortization ​ (32) (26) Restructuring costs ​ ​ — ​ (2) ​ Operating income (loss) ​ $ 2 35 ​ II-16 Table of Contents CBI's consolidated net revenue decreased 10.7% for the year ended December 31, 2024, as compared to the corresponding prior year, primarily attributable to a decrease in units shipped of 6.9% and ASP of 4.6% compared to the prior year.
Sales returns are calculated as a percent of sales and are netted against revenue in its consolidated statements of operations. Sales returns represented 16.3% and 15.3% of gross product revenue for the years ended December 31, 2023 and 2022, respectively.
Each of these adjustments is estimated based on historical experience. Sales returns are calculated as a percent of sales and are netted against revenue in its consolidated statements of operations. Sales returns represented 15.9% and 16.3% of gross product revenue for the years ended December 31, 2024 and 2023, respectively.
The activity captured in Other, net is primarily attributable to foreign exchange gains (losses) and tax sharing income.
The activity captured in Other, net is primarily attributable to foreign exchange gains (losses), tax sharing income (loss) and gain (loss) on early extinguishment of debt.
Operating income for Corporate and other increased $485 million for the year ended December 31, 2023, as compared to the corresponding period in the prior year, primarily related to Zulily’s operations only being recorded through May 23, 2023 as a result of the divestiture of Zulily. Adjusted Operating Income Before Depreciation and Amortization (“OIBDA”).
The decreases were partially offset by a decrease in operating loss at Corporate and other of $49 million, compared to the corresponding period in the prior year, primarily related to Zulily’s operations only being recorded through May 23, 2023 as a result of the divestiture of Zulily. Adjusted Operating Income Before Depreciation and Amortization (“OIBDA”).
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. II-15 Table of Contents The percentage change in net revenue for QVC in U.S.
The disclosure of constant currency amounts or results permits investors to better understand QVC’s underlying performance without the effects of currency exchange rate fluctuations. The percentage change in net revenue for QVC in U.S.
In 2022 and 2021, impairments of $226 million and $233 million were recorded to Zulily’s goodwill, respectively. No tradename impairments were recorded during the year ended December 31, 2023. In 2022, an impairment of $180 million was recorded to the QxH tradename (related to the tradename associated with HSN).
In 2022 an impairment of $226 million was recorded to Zulily’s goodwill. ​ In 2024, an impairment of $578 million was recorded to tradenames in the QxH reporting unit (related to the tradenames associated with QVC and HSN). No tradename impairments were recorded during the year ended December II-12 Table of Contents 31, 2023.
Cost of goods sold as a percentage of net revenue decreased for the year ended December 31, 2023, compared to the prior year, primarily due to lower inbound logistics costs driven by lower storage fees and ocean container rates. CBI’s operating expenses are principally comprised of credit card fees and customer service expenses.
Cost of goods sold as a percentage of net revenue decreased for the year ended December 31, 2024, compared to the prior year, primarily due to lower supply chain costs . CBI’s operating expenses are principally comprised of credit card processing fees and customer service expenses which are variable expenses that support sales activity.
QVC recorded an impairment loss of $326 million for the year ended December 31, 2023 related to the decrease in fair value of the QxH reporting unit as a result of the quantitative assessment that was performed by the Company (see note 5 to the accompanying consolidated financial statements).
QVC recorded impairment losses of $1,480 million and $326 million for the years ended December 31, 2024 and 2023, respectively, related to the decreases in fair value of tradenames and goodwill within the QxH reporting unit as a result of the quantitative assessments performed by the Company (see note 5 of the accompanying consolidated financial statements).
QVC’s SG&A expenses excluding stock-based compensation include personnel, information technology, provision for doubtful accounts, production costs and marketing and advertising expense. Such expenses increased $98 million, and were 14.5% of net revenue for the year ended December 31, 2023 as compared to the prior year.
QVC’s selling, general and administrative expenses excluding stock-based compensation and advertising include personnel, information technology, provision for doubtful accounts and production costs. Such expenses decreased $88 million to 11.0% of net revenue for the year ended December 31, 2024 as compared to the prior year.
The decrease in ASP was primarily the result of increased promotional activity. II-17 Table of Contents CBI's cost of goods sold as a percentage of net revenue was 61.5% and 64.7% for the years ended December 31, 2023 and 2022, respectively.
The decrease in ASP was primarily the result of increased promotional activity. The decrease in units shipped was due to lower demand in the home categories. CBI's cost of goods sold as a percentage of net revenue was 59.5% and 61.5% for the years ended December 31, 2024 and 2023, respectively.
Our largest businesses and reportable segments are QxH (QVC U.S. and HSN, Inc. (“HSN”)) and QVC International. QVC, Inc. (“QVC”), which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States (“U.S.”) and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc.
(“QVC”), which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States (“U.S.”) and several foreign countries via highly engaging video-rich, interactive shopping experiences primarily by means of its televised shopping programs and the Internet through its domestic and international websites and mobile applications. Cornerstone Brands, Inc.
Interest expense decreased $5 million for the year ended December 31, 2023, as compared to the corresponding prior year period, due to the reversal of interest expense accrued in prior periods related to QVC’s settlement of state income tax reserves during the current period, and a decrease in Corporate level interest expense due to the exchanges of the 1.75% Exchangeable Senior Debentures (as defined below) during the current period, partially offset by higher interest expense as a result of the outstanding balance and a higher interest rate on QVC’s senior secured credit facility (the “Credit Facility”) during the current period.
Interest expense increased $17 million for the year ended December 31, 2024, as compared to the corresponding prior year period, due to the reversal of interest expense related to the settlement of state income tax reserves at QVC during the prior year , partially offset by a decrease in Corporate level interest expense due to the exchanges of the 1.75% Exchangeable Senior Debentures (as defined below).
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Operating income (loss) ​ $ 590 (2,041) Depreciation and amortization ​ 407 ​ 481 ​ Stock-based compensation ​ 53 ​ 60 ​ Restructuring, penalties and fire related costs, net of (recoveries) ​ ​ (189) ​ 3 ​ Gains on sale of assets and sale leaseback transactions ​ ​ (113) ​ (520) ​ Impairment of intangible assets ​ ​ 326 ​ 3,081 ​ Adjusted OIBDA ​ $ 1,074 ​ 1,064 ​ Consolidated Adjusted OIBDA increased $10 million for the year ended December 31, 2023, as compared to the corresponding prior year period.
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ amounts in millions Operating income (loss) ​ $ (809) 590 Depreciation and amortization ​ 383 ​ 407 ​ Stock-based compensation ​ 32 ​ 53 ​ Restructuring, penalties and fire related costs, net of (recoveries) ​ ​ 18 ​ (189) ​ Gains on sale of assets and sale leaseback transactions ​ ​ (1) ​ (113) ​ Impairment of intangible assets ​ ​ 1,480 ​ 326 ​ Adjusted OIBDA ​ $ 1,103 ​ 1,074 ​ Consolidated Adjusted OIBDA increased $29 million for the year ended December 31, 2024, as compared to the corresponding prior year period, primarily due to a decrease in Adjusted OIBDA losses of $33 million at Corporate and other and increases in Adjusted OIBDA of $19 million at QxH and $8 million at QVC International, partially offset by a decrease in Adjusted OIBDA of $31 million at CBI.
II-11 Table of Contents Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under our material cash requirements, excluding uncertain tax positions as it is undeterminable when payments will be made, is summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ After ​ ​ Total ​ 1 year ​ 2 - 3 years ​ 4 - 5 years ​ 5 years ​ ​ amounts in millions Consolidated material cash requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt (1) $ 5,939 426 1,448 1,081 2,984 ​ Interest payments (2) ​ 3,631 334 596 421 2,280 ​ Finance and operating lease obligations ​ 1,363 117 209 195 842 ​ Preferred Stock (3) ​ ​ 2,008 ​ 102 ​ 203 ​ 203 ​ 1,500 ​ Purchase orders and other obligations (4) ​ 2,030 1,966 55 9 — ​ Total ​ $ 14,971 2,945 2,511 1,909 7,606 ​ (1) Amounts are reflected in the table at the outstanding principal amount, assuming the debt instruments will remain outstanding until the stated maturity date, and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheets.
Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under our material cash requirements, excluding uncertain tax positions as it is undeterminable when payments will be made, is summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ After ​ ​ Total ​ 1 year ​ 2 - 3 years ​ 4 - 5 years ​ 5 years ​ ​ amounts in millions Consolidated material cash requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt (1) $ 5,497 588 1,245 1,313 2,351 ​ Interest payments (2) ​ 3,415 327 522 428 2,138 ​ Finance and operating lease obligations ​ 1,411 124 225 217 845 ​ Preferred Stock (3) ​ ​ 1,908 ​ 101 ​ 204 ​ 204 ​ 1,399 ​ Purchase orders and other obligations (4) ​ 2,564 2,100 319 145 — ​ Total ​ $ 14,795 3,240 2,515 2,307 6,733 ​ (1) Amounts are reflected in the table at the outstanding principal amount, assuming the debt instruments will remain outstanding until the stated maturity date, and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheets.
II-14 Table of Contents QVC's operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ amounts in millions Net revenue ​ $ 9,449 9,887 Cost of goods sold (excluding depreciation, amortization and Rocky Mount inventory losses shown below) ​ (6,273) (6,751) Operating expenses ​ (739) (760) SG&A expenses (excluding stock-based compensation) ​ (1,366) (1,268) Adjusted OIBDA ​ 1,071 1,108 Restructuring, penalties and fire related (costs), net of recoveries (including Rocky Mount inventory losses) ​ ​ 196 ​ 10 ​ Gains on sale of assets and sale leaseback transactions ​ ​ 113 ​ 520 ​ Impairment of intangible assets ​ ​ (326) ​ (2,715) ​ Stock-based compensation ​ (37) (36) Depreciation and amortization ​ (372) (401) Operating income (loss) ​ $ 645 (1,514) Net revenue was generated from the following geographical areas: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ amounts in millions QxH ​ $ 6,995 7,359 QVC International ​ 2,454 2,528 ​ ​ $ 9,449 9,887 ​ QVC's consolidated net revenue decreased 4.4% for the year ended December 31, 2023, as compared to the corresponding prior year.
QVC's operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ amounts in millions Net revenue ​ $ 8,997 9,449 Cost of goods sold (excluding depreciation and amortization shown below) ​ (5,905) (6,273) Operating expenses ​ (693) (739) Advertising expenses ​ ​ (312) ​ (289) ​ Selling, general and administrative expenses (excluding stock-based compensation and advertising) ​ (989) (1,077) Adjusted OIBDA ​ 1,098 1,071 Restructuring, penalties and fire related (costs), net of recoveries ​ ​ (18) ​ 196 ​ Gains on sale of assets and sale leaseback transactions ​ ​ 1 ​ 113 ​ Impairment of intangible assets ​ ​ (1,480) ​ (326) ​ Stock-based compensation ​ (20) (37) Depreciation and amortization ​ (351) (372) Operating income (loss) ​ $ (770) 645 Net revenue was generated from the following geographical areas: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ amounts in millions QxH ​ $ 6,598 6,995 QVC International ​ 2,399 2,454 ​ ​ $ 8,997 9,449 ​ QVC's consolidated net revenue decreased $452 million or 4.8% for the year ended December 31, 2024, as compared to the corresponding prior year.
The increase in Other, net for the year ended December 31, 2023 is primarily due to the result of foreign exchange losses in the current year compared to foreign exchange gains in the prior year, and the sale of warrants at QVC in the prior year and no similar sale in the current year, partially offset by tax sharing income from Liberty Media Corporation (“LMC”).
The decrease in Other, net for the year ended December 31, 2024 is primarily due to t ax sharing income from Liberty Media Corporation (“LMC”) in the prior year and tax sharing losses with LMC in the current year, and a loss on early extinguishment of debt in the current year, partially offset by foreign exchange gains in the current year compared to foreign exchange losses in the prior year.
We believe our businesses will continue to generate positive cash from operating activities in future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 Cash Flow Information ​ amounts in millions Net cash provided (used) by operating activities ​ $ 919 194 ​ Net cash provided (used) by investing activities ​ $ (54) 601 ​ Net cash provided (used) by financing activities ​ $ (1,010) (72) ​ ​ During the year ended December 31, 2023, Qurate Retail's primary sources of cash were insurance proceeds of $280 million, proceeds from the sales of fixed assets of $208 million, and proceeds of $71 million from disposition of investments, partially offset by capital expenditures of $230 million, expenditure for television distribution rights of $113 million, and dividends paid to noncontrolling interest of $53 million.
We believe our businesses will continue to generate positive cash from operating activities in future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 Cash Flow Information ​ amounts in millions Net cash provided (used) by operating activities ​ $ 525 919 ​ Net cash provided (used) by investing activities ​ $ (225) (54) ​ Net cash provided (used) by financing activities ​ $ (498) (1,010) ​ ​ During the year ended December 31, 2024, QVC Group's primary uses of cash were net debt repayments of $440 million, capital expenditures of $199 million, dividends paid to noncontrolling interest of $51 million, and expenditure for television distribution rights of $37 million.
Dollars and in constant currency was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ U.S. dollars ​ Foreign Currency Exchange Impact ​ Constant currency QxH (5.0) % ​ — % ​ (5.0) % QVC International (2.9) % ​ (1.6) % ​ (1.3) % In 2023, the QxH net revenue decrease was primarily due to a 6.3% decrease in units shipped, a $55 million increase in estimated product returns, and a $34 million decrease in shipping and handling revenue.
Dollars and in constant currency was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ U.S. dollars ​ Foreign Currency Exchange Impact ​ Constant currency QxH (5.7) % ​ — % ​ (5.7) % QVC International (2.2) % ​ (2.0) % ​ (0.2) % In 2024, QxH's net revenue decline of $397 million, or 5.7% was attributable to a 5.3% decrease in units shipped, a 0.7% decrease in ASP and $25 million decrease in shipping and handling revenue.
These declines were partially offset by a 2.7% increase in average selling price (“ASP”) across both segments. During the year ended December 31, 2023, the change in revenue and expenses was affected by the change in the exchange rates for the U.K. Pound Sterling, the Euro and the Japanese Yen. In the event the U.S.
These decreases to net revenue were partially offset by a $112 million decrease in estimated product returns attributable to QxH. During the year ended December 31, 2024, the change in revenue and expenses was affected by the change in the exchange rates for the Japanese Yen, the Euro and the U.K. Pound Sterling. In the event the U.S.
In June 2023, QVC agreed to a final insurance settlement with its insurance company and received all remaining proceeds related to the Rocky Mount claim. As of December 31, 2022 and 2023, QVC recorded cumulative fire related costs of $407 million and $439 million, respectively.
In June 2023, QVC agreed to a final insurance settlement with its insurance company and received all remaining proceeds related to the Rocky Mount claim. During the year ended December 31, 2023, QVC received $280 million of insurance proceeds, of which $210 million represented recoveries for business interruption losses.
II-16 Table of Contents QVC recorded $113 million of gains on sale of assets and sale leaseback transactions for the year ended December 31, 2023. These gains primarily related to the sale leaseback of two owned and operated properties located in Germany and the U.K.
QVC recorded a $1 million gain on sale of assets and sale-leaseback transactions for the year ended December 31, 2024 related to the sale-leaseback of a property in Germany. QVC recorded $113 million of gains on sale of assets and sale leaseback transactions for the year ended December 31, 2023.
Interest and dividend income. Interest and dividend income increased $42 million for the year ended December 31, 2023, as compared to the corresponding prior year period, primarily related to increases in cash balances during the first half of 2023 and higher interest rates on invested cash balances compared to the prior year. Realized and unrealized gains (losses) on financial instruments.
II-7 Table of Contents Interest and dividend income. Interest and dividend income decreased $2 million for the year ended December 31, 2024, as compared to the corresponding prior year period, primarily related to decreases in invested cash balances during the year and lower interest rates on invested cash balances compared to the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2023, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ Fixed rate debt ​ ​ Principal ​ Weighted avg ​ Principal ​ Weighted avg ​ ​ amount ​ interest rate ​ amount ​ interest rate ​ ​ dollar amounts in millions QxH and QVC International ​ $ 857 7.0 % $ 3,509 5.2 % Corporate and other ​ $ — — % $ 1,573 6.1 % ​ Qurate Retail is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities and the financial results of QVC's foreign subsidiaries.
Biggest changeWe have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. ​ II-17 Table of Contents As of December 31, 2024, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ Fixed rate debt ​ ​ Principal ​ Weighted avg ​ Principal ​ Weighted avg ​ ​ amount ​ interest rate ​ amount ​ interest rate ​ ​ dollar amounts in millions QxH and QVC International ​ $ 1,195 6.1 % $ 2,732 5.8 % Corporate and other ​ $ — — % $ 1,570 6.1 % ​ QVC Group is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities and the financial results of QVC's foreign subsidiaries.
QVC's reported Adjusted OIBDA for the years ended December 31, 2023, 2022 and 2021 would have been impacted by approximately $3 million, $4 million and $6 million, respectively, for every 1% change in foreign currency exchange rates relative to the U.S. Dollar. We periodically assess the effectiveness of our derivative financial instruments.
QVC's reported Adjusted OIBDA for the years ended December 31, 2024, 2023 and 2022 would have been impacted by approximately $3 million, $3 million and $4 million, respectively, for every 1% change in foreign currency exchange rates relative to the U.S. Dollar. We periodically assess the effectiveness of our derivative financial instruments.
Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated into U.S. Dollars at period-end exchange rates, and the statements of operations are generally translated at the average exchange rate for the period. Exchange rate fluctuations on II-18 Table of Contents translating foreign currency financial statements into U.S.
Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated into U.S. Dollars at period-end exchange rates, and the statements of operations are generally translated at the average exchange rate for the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S.
Accordingly, Qurate Retail may experience economic loss and a negative impact on earnings and equity with respect to our holdings solely as a result of foreign currency exchange rate fluctuations.
Accordingly, QVC Group may experience economic loss and a negative impact on earnings and equity with respect to our holdings solely as a result of foreign currency exchange rate fluctuations.
Financial Statements and Supplementary Data . The consolidated financial statements of Qurate Retail are filed under this Item, beginning on page II-25. The financial statement schedules required by Regulation S-X are filed under Item 15 of this Annual Report on Form 10‑K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . None.
Financial Statements and Supplementary Data . The consolidated financial statements of QVC Group are filed under this Item, beginning on page II-24. The financial statement schedules required by Regulation S-X are filed under Item 15 of this Annual Report on Form 10‑K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . None.
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We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate.

Other QVCGA 10-K year-over-year comparisons