Qurate Retail Annual Report 2019

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FY2019 Annual Report · Qurate Retail

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2019 ANNUAL REPORT
& 2020 PROXY STATEMENT

TABLE OF CONTENTS

LETTER TO SHAREHOLDERS

STOCK PERFORMANCE

INVESTMENT SUMMARY

PROXY STATEMENT

FINANCIAL INFORMATION

CORPORATE DATA

ENVIRONMENTAL STATEMENT

Certain statements in this Annual Report constitute forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding
future financial performance, our business, product and
marketing strategies; initiatives at the Qurate Retail Group to
better position its HSN and QVC U.S. businesses; remediation
of a material weakness; new service offerings; revenue
growth at QVC, Inc.; synergies; the recoverability of our
goodwill and other intangible assets; our 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. In particular, statements in our “Letter to
Shareholders” and under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
and “Quantitative and Qualitative Disclosures About Market
Risk” contain forward-looking statements. Where, in any
forward-looking statement, we express an expectation or belief
as to future results or events, such expectation or belief is
expressed in good faith and believed to have a reasonable
basis, but there can be no assurance that the expectation or
belief will result or be achieved or accomplished. The following
include some but not all of the factors that could cause
actual results or events to differ materially from those
anticipated:

• customer demand for our products and services and

our ability to anticipate customer demand and to adapt
to changes in demand;

• domestic and international economic and business

conditions and industry trends (including those relating
to the novel coronavirus outbreak);

• 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 consumers or
contributors;

• uncertainties inherent in the development and
integration of new business lines and business
strategies;

• our future financial performance, including availability,

terms and deployment of capital;

• our ability to successfully integrate and recognize

anticipated efficiencies and benefits from the businesses
we acquire;

•

the cost and ability of shipping companies, suppliers
and vendors to deliver products, equipment, software
and services;

•

the outcome of any pending or threatened litigation;

• availability of qualified personnel;

• changes in, or failure or inability to comply with,

government regulations, including, without limitation,

regulations of the Federal Communications
Commission, and adverse outcomes from regulatory
proceedings;

• changes in the nature of key strategic relationships
with partners, distributors, suppliers and vendors;

• changes in tariffs, trade policy and trade relations and

the U.K.’s exit from the European Union;

• consumer spending levels, including the availability

and amount of individual consumer debt;

• advertising spending levels;

• changes in distribution and viewing of television

programming, including the expanded deployment of
personal video recorders, video on demand, streaming
and Internet protocol television and their impact on
home shopping programming;

•

rapid technological changes;

failure to protect the security of personal information
about our customers, subjecting us to potentially costly
government enforcement actions or private litigation
and reputational damage;

the regulatory and competitive environment of the
industries in which we operate;

threatened terrorist attacks, political unrest in
international markets and ongoing military action
around the world; 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, 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. When considering such forward-looking
statements, you should keep in mind any risk factors identified
and other cautionary statements contained in this Annual
Report and in our publicly filed documents, including our most
recent Forms 10-K and 10-Q. Such risk factors and statements
describe circumstances which could cause actual results to
differ materially from those contained in any forward-looking
statement. This Annual Report includes information concerning
public companies in which we have controlling and non-
controlling interests that file reports and other information with
the Securities and Exchange Commission (the “SEC”) in
accordance with the Securities Exchange Act of 1934, as
amended. Information contained in this Annual Report
concerning those companies has been derived from the
reports and other information filed by them with the SEC. If
you would like further information about these companies, the
reports and other information they file with the SEC can be
accessed on the Internet website maintained by the SEC at
www.sec.gov. Those reports and other information are not
incorporated by reference in this Annual Report.

ANNUAL REPORT 2020

LETTER TO SHAREHOLDERS

April 2020

Dear Fellow Shareholders,

We are writing this letter at a time when each day feels
like a week, each hour confronts with new challenges,
each piece of news we consume causes our anxieties,
deep and raw, to rise and fall, and each issue we face at
home and work is magnified. But it is, equally, a time
when heroes emerge, acts of generosity abound,
friendships deepen, families reconnect, and our teams
around the world rally to make the seemingly impossible
possible.

Today, we see more than ever the difference we’re
making in the lives of our customers, and all the other
TV viewers and online visitors who see us as a refuge in
an unsettling time. We have been overwhelmed in our
social listening posts, and humbled too, with comments
like this one from a UK customer: “QVC is not just a
shopping channel, it’s like catching up with familiar
friends and family every day. The presenters are part of
a great team that helps us to escape from whatever
life throws at us. Stay safe everyone and thank you for
making us happy.”

In these times, we are reminded of what matters:
fostering community, maintaining connections and finding
moments of joy in our days. Qurate Retail is honored
to provide this service to our customers—today and
always.

Addressing the Coronavirus Pandemic

The impact of the coronavirus pandemic continues to
evolve at a rapid pace; so too does our response. First
and foremost, our focus is on the health and safety of our
global Qurate Retail community—including our twenty-
five thousand employees, along with our vendor partners,
guests and customers. As the pandemic progressed,
we took steps across our global organization to ensure
business continuity while protecting the well-being of our
team. We are proud of, and grateful to, all our team
members, who quickly adapted so we could remain in
operation despite the current challenges.

Our TV shopping business model is unique: we make
daily decisions about a curated and narrow assortment
of products that will appear on-air and online. Accordingly,
we can be relatively nimble with our product offering as
the consumer environment evolves. In mid-March, we
quickly curated ‘home essentials’ checklists on both QVC
and HSN, including home beautification items,
sanitation products, food and food storage, fitness tools
and technology resources (including laptops) for parents
providing at-home education for their children. At Zulily,
which is also a highly agile business that launches events

daily, we curated a ‘Stay at Home Shop’ that is generating
strong interest. We’re creating moments of engagement
across our brands—not just for our existing customers
but for many who are discovering us for the first time. In
recent days, we have seen robust new customer
growth across all QVC markets, HSN, and Zulily.
However, we are mindful that an extended duration of
economic slowdown and market volatility may impact our
consumers over-time.

We have used our airwaves and online platforms for
community good, making a multimillion-dollar
commitment to support our global communities as we
navigate this crisis together. We have donated airtime to
run Public Service Announcements about how to stay
safe in this crisis. We launched a number of fundraising
programs, including supporting organizations that get
food to those in need like Meals on Wheels and No Kid
Hungry and relief organizations like the Red Cross in
Germany and the National Emergency Trust in the UK.
We’re teaming up with Nest, a global community
representing over one million artisans and family
members, to produce personal protection equipment for
healthcare workers while supporting these vital micro
businesses. We are also launching new initiatives in the
US and Europe to support small businesses, retailers
and vendors that have been impacted by the crisis. We
will utilize our scale and multi-platform capabilities to
promote Small Business Spotlight takeovers across our
television, digital and streaming platforms.

Fortunately, we have not experienced material supply
chain disruptions at QxH and QVC International as a
result of the coronavirus outbreak in China. After a brief
shut down, our sourcing and fulfillment teams in China
are back up and running. We saw a more pronounced
impact at Zulily primarily driven by their low-inventory
model and US sourcing from small vendors who have
been forced to pause operations. Going forward, we are
working with our vendors to rapidly adjust inventories
to stay in stock on Home, Health and Food items where
demand has grown rapidly, while shifting out of other
declining categories like Fashion. This will likely create
some mix-driven margin and inventory pressures but our
teams are managing these impacts tightly.

Finally, we want to express our appreciation for our
teams who continue to keep our operations running
across all of our brands—both those working remote and
those supporting us onsite in our broadcast operations,
distribution centers, contact centers and other essential
functions. We appreciate their dedication to Qurate
Retail at this extraordinary time.

ANNUAL REPORT 2020 5

2019 Review

Looking back briefly at our performance in 2019. We will
focus our comments primarily on our core businesses:
QVC US and HSN, but note that our QVC International
business showed solid performance. At QXH, we did not
generate the results we would have liked, with relatively
modest top line erosion and more pronounced margin
pressure—though margin headwinds were largely due
to intentional actions taken for long-term business health,
including our network optimization initiatives. Despite
this, we remained a highly cash generative business and
grew operating company free cash flow for the year.

There are a number of dynamics contributing to recent
sales declines, but navigating change is nothing new for
our business. The massive market reaction to our
stock in 2019 suggests these changes represent
fundamental and insurmountable challenges to business
health. We disagree with this narrative. Let’s frame
some of the most tangible pressures and how we’re
addressing them.

Short term pressures:

• Cyclical challenges in key categories like apparel and

beauty.

• Exiting HSN’s Ingenious Designs subsidiary, which

we lapped at the end of 2019.

Long term secular trends:

• Linear TV viewership declining.

• Competitive eCommerce environment with shortened

product life cycles.

The short-term pressures are by definition just
that—short-term. In time they will abate, and in the
interim we are focused on minimizing these pressures
through cost discipline, inventory management and
mitigating working capital swings.

The longer-term secular trends provide both challenge
and opportunity. First, while linear TV will continue to
decline, we have also seen the explosion of digital video
consumption. We are leaning heavily into content
innovations that we feel will reshape our unique video
shopping experience and expand our potential customer
base. Examples include increasing our virtual MVPD
presence, expanding partnerships with major streaming
providers like Roku, Amazon Fire TV and Apple TV,
directly imbedding our linear streams by working with

TV manufacturers and furthering our efforts with digital
video aggregators like YouTube, Facebook and
Instagram.

Second, with an abundance of transactional commerce
platforms, we are seeing a desire for more personal,
authentic and experiential shopping experiences. Shorter
brand lifecycles necessitate a faster drive towards
product differentiation and innovation. We are ramping
our proprietary and exclusive offerings, expanding our
internal design, development and discovery capabilities
across categories and tackling underpenetrated verticals
like athleisure, outerwear and size inclusivity. In 2020,
we are revamping our merchandise organization to
enable our buyers to spend more time in the market
sourcing product and less time with administrative
functions. We do acknowledge that it will take time for
these new product initiatives to scale sufficiently to offset
the erosion we are seeing in some of our larger brands.
Nonetheless, we will invest to capitalize on the
tailwinds that emerge from these secular trends, with a
focus on the strategic priorities outlined at Liberty’s
Investor Day.

In summary, we are confident that our retail experience
has a clear role in today’s shopping ecosystem. When we
review the core attributes of our business, they are
arguably more relevant today than ever before:
(i) immersive video-rich experiences (ii) flexible payment
options (iii) customer engagement and loyalty
(iv) curated discoveries (v) intense social engagement
(vi) aggregator of live audiences (vii) influencers and
(viii) efficient marketing spend.

Our shopping model is not for everyone—it never has
been and it doesn’t need to be. Our formula is as follows:
appeal to our best customers, who represent the
majority of our sales, and get them to modestly increase
spend each year. Augment this base with a small
number of new customers, of which few will convert to
core or best customers. Embrace the life stage of our
customer. Quite simply, we have always been less
relevant for customers in their 20’s. But we become
more relevant as they enter their 30’s, and increasingly
thereafter. Keep an eye on the metrics that matter:
retention, purchase frequency and new customer
purchase behavior. It takes only fractional changes in
these metrics to change the trajectory of the business.
We feel this is doable.

ANNUAL REPORT 2020

LETTER TO SHAREHOLDERS (CONTINUED)

Looking Ahead

We are taking strategic actions to get our business back to growth. We are putting the right pieces in place, while
navigating the highly uncertain environment we currently face. With regards to profitability, we will continue facing
several headwinds in 2020 (largely due to our fulfillment network optimization) that should abate by the end of the
year. Network optimization benefits will ramp in 2021 and ultimately cut, on average, two days from our delivery
times and substantially reduce freight and warehouse management costs.

We recognize that the impact of the coronavirus pandemic is still evolving, but we are watching it closely and
managing our business operations and financial levers accordingly. Fortunately, we are comfortable with the health
of our balance sheet and liquidity position even with the pandemic related disruption. We took action to term out some
of our operating company debt earlier this year, and expect to address near term maturities prudently while also
chipping away at the long-term exchangeable bonds that sit at the corporate level.

We are in the fortunate position of generating high cash flow with an attractive balance sheet. We hear you…you’d
like to know what we plan to do with that cash. Our answer: we will deploy cash in a manner we think will drive
maximum shareholder value and benefit the long-term health of our business and community. We will not tip our
hand to any specific plan, but we are evaluating a number of options. We will be thoughtful in making the best possible
decision on this front. Stay tuned.

We look forward to seeing many of you (hopefully in-person) at our 2020 annual investor meeting, which will take
place on Thursday, November 19th at the TimesCenter at 242 West 41st Street in New York City. We appreciate your
support during these turbulent times, and we wish health and safety for you and your families wherever you are.

Very truly yours,

Michael A. George
President & Chief Executive Officer

Gregory B. Maffei
Executive Chairman of the Board

ANNUAL REPORT 2020 7

STOCK PERFORMANCE

The following graph compares the percentage change in the cumulative total stockholder return on an investment
in Qurate Retail Series A and Series B common stock (formerly referred to as the Series A and Series B QVC Group
common stock and Liberty Interactive common stock) from December 31, 2014 through December 31, 2019 to
the percentage change in the cumulative total return on the S&P 500 Index and the S&P 500 Retail Index.

QURATE RETAIL COMMON STOCK VS. S&P 500 and S&P 500 RETAIL INDICES
12/31/14 TO 12/31/19

$180

$160

$140

$120

$100

$80

$60

$40

$20

Dec-14

Dec-15

Dec-16

Dec-17

Dec-18

Dec-19

Qurate Retail Series A

Qurate Retail Series B

S&P 500 Index

S&P 500 Retail Index

Qurate Retail Series A
Qurate Retail Series B
S&P 500 Index
S&P 500 Retail Index

12/31/14

$100.00
$100.00
$100.00
$100.00

12/31/15

$92.86
$91.48
$99.27
$87.03

12/31/16

$ 67.91
$ 68.20
$108.74
$ 87.59

12/31/17

$ 83.00
$ 82.69
$129.86
$ 92.39

12/31/18

$ 66.35
$ 62.21
$121.76
$ 95.74

12/31/19

$ 28.65
$ 28.60
$156.92
$129.47

Note: Trading data for the Series B shares is limited as they are thinly traded.

ANNUAL REPORT 2020

INVESTMENT SUMMARY

(Based on publicly available information as of January 31, 2020) Qurateretail.com/overview/asset-list.html

The following table sets forth some of Qurate Retail, Inc.’s assets which may be held directly and indirectly through
partnerships, joint ventures, common stock investments and/or instruments convertible into common stock.
Ownership percentages in the table are approximate and, where applicable, assume conversion to common stock
by Qurate Retail, Inc. and, to the extent known by Qurate Retail, Inc., other holders. In some cases, Qurate Retail,
Inc.’s interest may be subject to buy/sell procedures, repurchase rights or dilution.

QURATE RETAIL, INC.

ENTITY

DESCRIPTION OF OPERATING BUSINESS

Brit Media, Inc.
(Brit + Co)

Cornerstone Brands

Online lifestyle platform offering content,
e-classes and eCommerce to millennial
women.

Cornerstone is comprised of interactive,
aspirational home and apparel lifestyle
brands including Frontgate, Ballard
Designs, Garnet Hill, Grandin Road and
Ryllace.

Liberty Technology
Venture Capital II,
LLC

Investment fund focused on Israeli
technology companies.

NetBase Solutions,
Inc.

QVC, Inc.

Zulily, LLC

Social media analytics platform that global
companies use to run brands, build
businesses, and connect with consumers
every second. NetBase platform processes
millions of social media posts daily for
actionable business insights for marketing
research, customer service, sales, PR, and
product innovation.
QVC delivers the joy of discovery through
the power of relationships combines the
best of retail, media and social to create an
engaging shopping experience. Every day,
QVC engages millions of shoppers in a
journey of discovery through an ever-
changing collection of familiar brands and
fresh new products, from home and
fashion to beauty, electronics and jewelry.
QVC, Inc. includes QVC U.S., QVC
International and HSN.

Zulily is an online retailer that launches a
new store on its mobile apps and website
every day. By creating an immersive and
entertaining shopping experience featuring
hundreds of sales and thousands of
products at great prices, Zulily invites
shoppers around the world to discover a
wide assortment of curated products for
themselves, their families, and their homes.

1) Applicable only for publicly-traded entities.
2) Represents undiluted ownership interest.

ATTRIBUTED
SHARE
COUNT(1)
(in millions)

ATTRIBUTED
OWNERSHIP(2)

N/A

100%

80%

N/A

3.3%

N/A

100%

N/A

100%

ANNUAL REPORT 2020 9

112300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300

April 13, 2020

Dear Stockholder:

You are cordially invited to attend the 2020 annual meeting of stockholders of Qurate Retail, Inc. (Qurate Retail) to
be held at 8:00 a.m., Mountain time, on May 21, 2020. Due to concerns about the coronavirus, this year the
annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may
attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by
visiting www.virtualshareholdermeeting.com/QRI2020. To enter the annual meeting, you will need the 16-digit control
number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least
fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will
start shortly before the meeting on May 21, 2020.

At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying
notice of annual meeting and proxy statement, as well as on such other business as may properly come before the
meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the
annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone
or by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from
later revoking your proxy or changing your vote at the meeting.

Thank you for your cooperation and continued support and interest in Qurate Retail.

Very truly yours,

The proxy materials relating to the annual meeting will first be made available on or about April 16, 2020.

Michael A. George
President and Chief Executive Officer

QURATE RETAIL, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be Held on May 21, 2020

NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Qurate Retail, Inc. (formerly named Liberty
Interactive Corporation, Qurate Retail) to be held at 8:00 a.m., Mountain time, on May 21, 2020. Due to concerns
about the coronavirus (COVID-19), this year the annual meeting will be held via the Internet and will be a completely
virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically
during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2020. To enter the annual
meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card.
We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the
meeting starts. Online check-in will start shortly before the meeting on May 21, 2020. At the annual meeting, you
will be asked to consider and vote on the following proposals:

1. A proposal (which we refer to as the election of directors proposal) to elect Fiona P. Dias, Evan D.

Malone, David E. Rapley and Larry E. Romrell to continue serving as Class I members of our board until
the 2023 annual meeting of stockholders or their earlier resignation or removal;

2. A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP

as our independent auditors for the fiscal year ending December 31, 2020;

3. A proposal (which we refer to as the incentive plan proposal) to adopt the Qurate Retail, Inc. 2020

Omnibus Incentive Plan; and

4. A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the

compensation of our named executive officers as described in this proxy statement under the heading
“Executive Compensation.”

You may also be asked to consider and vote on such other business as may properly come before the annual
meeting.

Holders of record of our Series A common stock, par value $0.01 per share, and Series B common stock, par
value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on March 31, 2020, the record
date for the annual meeting, will be entitled to notice of the annual meeting and to vote at the annual meeting or
any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A
list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard,
Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at
least ten days prior to the annual meeting. If you have any questions with respect to accessing this list, please contact
Qurate Retail Investor Relations at (866) 876-0461.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the
proxy statement in its entirety before voting.

Our board of directors has unanimously approved each proposal and recommends that you vote “FOR” the election
of each director nominee and “FOR” each of the auditors ratification proposal, the incentive plan proposal and the
say-on-pay proposal.

Votes may be cast electronically during the annual meeting via the Internet or by proxy prior to the meeting by
telephone, via the Internet, or by mail.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to
be Held on May 21, 2020: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2019 Annual
Report to Stockholders are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing
the expense of any further proxy solicitation in connection with the annual meeting.

By order of the board of directors,

Katherine C. Jewell
Assistant Vice President and Secretary

Englewood, Colorado
April 13, 2020

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA
TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND
RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . .
Electronic Delivery . . . . . . . . . . . . . . . . . . . . . . .
Time, Place and Date . . . . . . . . . . . . . . . . . . . .
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . .
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . .
Votes You Have . . . . . . . . . . . . . . . . . . . . . . . . .
Recommendation of Our Board of Directors . . . .
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . .
Number of Holders . . . . . . . . . . . . . . . . . . . . . .
Voting Procedures for Record Holders . . . . . . . .
Voting Procedures for Shares Held in Street

Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Voting Procedures for Shares Held in the Liberty

Media 401(k) Savings Plan . . . . . . . . . . . . . . .
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . .
Other Matters to Be Voted on at the Annual

Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . .

Security Ownership of Certain Beneficial

Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Management . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Changes in Control

PROPOSALS OF OUR BOARD . . . . . . . . . . . . . .

1
1
1
1
2
2
2
2
2
2
2
2

3
3
4

5
6
8

PROPOSAL 1—THE ELECTION OF DIRECTORS
9
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . .
9
Vote and Recommendation . . . . . . . . . . . . . . . . 14

PROPOSAL 2—THE AUDITORS RATIFICATION
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Audit Fees and All Other Fees . . . . . . . . . . . . . . 15
Policy on Pre-Approval of Audit and Permissible

New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . 21
Vote and Recommendation . . . . . . . . . . . . . . . . 22

PROPOSAL 4—THE SAY-ON-PAY PROPOSAL . . 23
Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Vote and Recommendation . . . . . . . . . . . . . . . . 23

MANAGEMENT AND GOVERNANCE
MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . 24
Delinquent Section 16(a) Reports . . . . . . . . . . . . 25
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . 25
Director Independence . . . . . . . . . . . . . . . . . . . 25
Board Composition . . . . . . . . . . . . . . . . . . . . . . 25
Board Leadership Structure . . . . . . . . . . . . . . . . 25
Board Role in Risk Oversight
. . . . . . . . . . . . . . . 25
Committees of the Board of Directors . . . . . . . . . 26
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . . 29
Director Attendance at Annual Meetings . . . . . . . 29
Stockholder Communication with Directors . . . . . 29
Executive Sessions . . . . . . . . . . . . . . . . . . . . . . 29
Hedging Disclosure . . . . . . . . . . . . . . . . . . . . . . 30

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . 31
Compensation Discussion and Analysis . . . . . . . 31
Summary Compensation Table . . . . . . . . . . . . . 45
Executive Compensation Arrangements . . . . . . . 47
Grants of Plan-Based Awards . . . . . . . . . . . . . . 55
Outstanding Equity Awards at Fiscal Year-End . . 57
Option Exercises and Stock Vested . . . . . . . . . . 59
Nonqualified Deferred Compensation Plans . . . . 60
Potential Payments Upon Termination or Change

in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

DIRECTOR COMPENSATION . . . . . . . . . . . . . . . 66
Nonemployee Directors . . . . . . . . . . . . . . . . . . . 66
Director Compensation Table . . . . . . . . . . . . . . . 68

EQUITY COMPENSATION PLAN
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Non-Audit Services of Independent Auditor . . . 15
Vote and Recommendation . . . . . . . . . . . . . . . . 16

CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . 71

PROPOSAL 3—THE INCENTIVE PLAN
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Key Features of the 2020 Incentive Plan . . . . . . . 17
Qurate Retail, Inc. 2020 Omnibus Incentive Plan . 17
U.S. Federal Income Tax Consequences of

Awards Granted Under the 2020 Incentive
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . 71

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . 71

ANNEX A: Qurate Retail, Inc. 2020 Omnibus
Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

PROXY STATEMENT SUMMARY

2020 ANNUAL MEETING OF STOCKHOLDERS

WHEN

ITEMS OF BUSINESS

8:00 a.m., Mountain time, on May 21,
2020

WHERE

The annual meeting can be accessed
virtually via the Internet by visiting
www.virtualshareholdermeeting.com/
QRI2020

RECORD DATE

5:00 p.m., New York City time, on
March 31, 2020

Election of directors proposal—To elect Fiona P. Dias, Evan D. Malone,
David E. Rapley and Larry E. Romrell to continue serving as Class I
members of our board until the 2023 annual meeting of stockholders or
their earlier resignation or removal.

Auditors ratification proposal—To ratify the selection of KPMG LLP as our
independent auditors for the fiscal year ending December 31, 2020.

Incentive plan proposal—To adopt the Qurate Retail, Inc. 2020 Omnibus
Incentive Plan.

Say-on-pay proposal—To approve, on an advisory basis, the
compensation of our named executive officers as described in this proxy
statement under the heading “Executive Compensation.”

Such other business as may properly come before the annual meeting.

WHO MAY VOTE

Holders of shares of QRTEA and QRTEB

PROXY VOTING

Stockholders of record on the record date are entitled to vote by proxy in the following ways:

By calling 1-800-690-6903
(toll free) in the United States or
Canada

Online at
www.proxyvote.com

By returning a properly
completed, signed and dated
proxy card

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal

Election of directors proposal

Auditors ratification proposal

Incentive plan proposal

Say-on-pay proposal

Voting
Recommendation

Page Reference
(for more detail)

✓ FOR EACH NOMINEE

✓ FOR

| QURATE RETAIL, INC. 2020 PROXY STATEMENT

QURATE RETAIL, INC.
a Delaware corporation

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our
2020 Annual Meeting of Stockholders to be held at 8:00 a.m., Mountain time, on May 21, 2020, or at any
adjournment or postponement of the annual meeting. Due to concerns about COVID-19, this year the annual
meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the
meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/QRI2020. At the annual meeting, we will ask you to consider and vote on the
proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in
more detail in this proxy statement. We are soliciting proxies from holders of our Series A common stock, par
value $0.01 per share (QRTEA), and Series B common stock, par value $0.01 per share (QRTEB). We refer to
QRTEA and QRTEB together as our common stock.

THE ANNUAL MEETING

ELECTRONIC DELIVERY

Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic
delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee
may sign up for electronic delivery when voting by Internet at www.proxyvote.com, by following the prompts. Also,
stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery
by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials,
unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices
and proxy materials at any time by contacting our transfer agent, Broadridge, at (888) 789-8461 (outside the United
States (626) 427-6421). Stockholders who hold shares through a bank, brokerage firm or other nominee should
contact their nominee to suspend electronic delivery.

TIME, PLACE AND DATE

The annual meeting of stockholders is to be held at 8:00 a.m., Mountain time, on May 21, 2020. Due to concerns
about COVID-19, this year the annual meeting will be held via the Internet and will be a completely virtual meeting of
stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting
via the Internet by visiting www.virtualshareholdermeeting.com/QRI2020. To enter the annual meeting, you will
need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. We recommend
logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts.
Online check-in will start shortly before the meeting on May 21, 2020.

PURPOSE

At the annual meeting, you will be asked to consider and vote on each of the following:

•

the election of directors proposal, to elect Fiona P. Dias, Evan D. Malone, David E. Rapley and Larry E.
Romrell to continue serving as Class I members of our board until the 2023 annual meeting of stockholders or
their earlier resignation or removal;

the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal
year ending December 31, 2020;

the incentive plan proposal, to adopt the Qurate Retail, Inc. 2020 Omnibus Incentive Plan; and

the say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers
as described in this proxy statement under the heading “Executive Compensation.”

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 1

You may also be asked to consider and vote on such other business as may properly come before the annual
meeting, although we are not aware at this time of any other business that might come before the annual meeting.

QUORUM

In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of
at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the
record date and entitled to vote at the annual meeting must be represented at the annual meeting either in person
or by proxy. Virtual attendance at the annual meeting also constitutes presence in person for purposes of quorum at
the meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting
even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates
on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular
proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has
been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining
the presence of a quorum. See “—Voting Procedures for Shares Held in Street Name—Effect of Broker Non-
Votes” below.

WHO MAY VOTE

Holders of shares of our common stock, as recorded in our stock register as of 5:00 p.m., New York City time, on
March 31, 2020 (such date and time, the record date for the annual meeting), will be entitled to notice of the annual
meeting and to vote at the annual meeting or any adjournment or postponement thereof.

VOTES REQUIRED

Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our
common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election
of directors at the annual meeting, voting together as a single class, will be elected to the office.

Approval of each of the auditors ratification proposal, the incentive plan proposal and the say-on-pay proposal
requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our common
stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single
class.

Virtual attendance at the annual meeting also constitutes presence in person for purposes of each required vote.

VOTES YOU HAVE

At the annual meeting, holders of shares of QRTEA will have one vote per share and holders of shares of QRTEB
will have ten votes per share, in each case, that our records show are owned as of the record date.

RECOMMENDATION OF OUR
BOARD OF DIRECTORS

SHARES OUTSTANDING

Our board of directors has unanimously approved each of the
proposals and recommends that you vote “FOR” the election of each
director nominee and “FOR” each of the auditors ratification
proposal, the incentive plan proposal and the say-on-pay proposal.

As of the record date, 387,357,451 shares of QRTEA and 29,381,251 shares of QRTEB were issued and outstanding
and entitled to vote at the annual meeting.

NUMBER OF HOLDERS

There were, as of the record date, 2,418 and 69 record holders of QRTEA and QRTEB, respectively (which
amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other
nominees, but include each such institution as one holder).

VOTING PROCEDURES FOR RECORD HOLDERS

Holders of record of our common stock as of the record date may vote via the Internet at the annual meeting or
prior to the annual meeting by telephone or through the Internet. Alternatively, they may give a proxy by completing,
signing, dating and returning the proxy card by mail.

2 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

THE ANNUAL MEETING

Holders of record may vote their shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/QRI2020. To enter the annual meeting, holders will need the 16-digit control
number that is printed in the box marked by the arrow on their proxy card. We recommend logging in at least fifteen
minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start
shortly before the meeting on May 21, 2020.

Instructions for voting prior to the annual meeting by using the telephone or the Internet are printed on the proxy
voting instructions attached to the proxy card. In order to vote prior to the annual meeting through the Internet, holders
should have their proxy cards available so they can input the required information from the proxy card, and log
onto the Internet website address shown on the proxy card. When holders log onto the Internet website address,
they will receive instructions on how to vote their shares. The telephone and Internet voting procedures are designed
to authenticate votes cast by use of a personal identification number, which will be provided to each voting
stockholder separately. Unless subsequently revoked, shares of our common stock represented by a proxy submitted
as described herein and received at or before the annual meeting will be voted in accordance with the instructions
on the proxy.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual
meeting. You may change your vote at the annual meeting.

If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in
the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted “FOR” the election
of each director nominee and “FOR” each of the auditors ratification proposal, the incentive plan proposal and the
say-on-pay proposal.

If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of
directors proposal and will have the same effect as a vote “AGAINST” each of the other proposals.

If you do not submit a proxy or you do not vote at the annual meeting, your shares will not be counted as present
and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining
whether any of the proposals are approved (if a quorum is present).

VOTING PROCEDURES FOR SHARES HELD IN STREET NAME

General

If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided
by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations
of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other
nominees from voting shares on behalf of their clients without specific instructions from their clients with respect to
numerous matters, including, in our case, all of the proposals described in this proxy statement other than the
auditors ratification proposal. Accordingly, to ensure your shares held in street name are voted on these matters, we
encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.

Effect of Broker Non-Votes

Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining
a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or
other nominee provides to you regarding how to vote your shares of common stock or how to change your vote or
revoke your proxy.

VOTING PROCEDURES FOR SHARES HELD IN THE LIBERTY MEDIA 401(K) SAVINGS
PLAN

If you hold QRTEA shares through your account in the Liberty Media 401(k) Savings Plan, the trustee for such plan
is required to vote your shares as you specify. To allow sufficient time for the trustee to vote your shares, your
voting instructions must be received by 11:59 p.m., New York City time, on May 18, 2020. To vote such shares,
please follow the instructions provided by the trustee for such plan.

REVOKING A PROXY

If you submitted a proxy prior to the start of the annual meeting, you may change your vote by attending the annual
meeting online and voting via the Internet at the annual meeting or by delivering a signed proxy revocation or a

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 3

new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Any signed proxy revocation or later-dated proxy must be received before the start of the annual meeting. In addition,
you may change your vote through the Internet or by telephone (if you originally voted by the corresponding
method) not later than 11:59 p.m., New York City time, on May 20, 2020 for shares held directly and 11:59 p.m.,
New York City time, on May 18, 2020 for shares held in the Liberty Media 401(k) Savings Plan.

Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to
change your vote or revoke your proxy.

SOLICITATION OF PROXIES

We are soliciting proxies by means of our proxy statement and our annual report (together, the proxy materials) on
behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by
telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their
expenses in sending paper proxy materials to you and getting your voting instructions. We have also retained D.F.
King & Co., Inc. (D.F. King) to assist in the solicitation of proxies at a cost of $7,500, plus reasonable out of pocket
expenses.

If you have any further questions about voting or attending the annual meeting, please contact Qurate Retail
Investor Relations at (866) 876-0461, Broadridge at (888) 789-8461 (outside the United States (626) 427-6421) or
our proxy solicitor, D.F. King, at (212) 269-5550 (brokers and banks only) or (800) 714-3306 (toll free).

OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

Our board of directors is not currently aware of any business to be acted on at the annual meeting other than that
which is described in the Notice of Annual Meeting of Stockholders and this proxy statement. If, however, other
matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion
to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or
postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.

4 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning shares of our common stock beneficially owned by each
person or entity known by us to own more than five percent of the outstanding shares of each series of our common
stock. All of such information is based on publicly available filings, unless otherwise known to us from other
sources.

The security ownership information is given as of February 29, 2020 and, in the case of percentage ownership
information, is based upon (1) 386,809,007 QRTEA shares and (2) 29,256,424 QRTEB shares, in each case,
outstanding on that date. The percentage voting power is presented on an aggregate basis for both series of our
common stock.

Name and Address of Beneficial Owner

John C. Malone

c/o Qurate Retail, Inc.
12300 Liberty Boulevard
Englewood, CO 80112

Gregory B. Maffei

c/o Qurate Retail, Inc.
12300 Liberty Boulevard
Englewood, CO 80112

Dodge & Cox

555 California Street
40th Floor
San Francisco, CA 94104

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

Harris Associates Inc.
111 S. Wacker Drive
Suite 4600
Chicago, IL 60606

FPR Partners, LLC

199 Fremont Street
Suite 2500
San Francisco, CA 94105

Title of
Series

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

Amount and
Nature of
Beneficial
Ownership
1,196,035(1)
27,655,931(1)

4,965,860(2)
2,395,540(2)

62,685,284(3)

—

36,105,008(4)

—

22,521,565(5)

—

22,217,922(6)

—

Percent
of Series
(%)

94.5

1.3

7.7

16.2

—

9.3

—

5.8

—

5.7

—

Voting
Power
(%)

40.9

4.1

8.8

3.3

*
(1)

(2)

Less than one percent
Information with respect to shares of our common stock beneficially owned by Mr. Malone, a director of our board, is also set forth
in “—Security Ownership of Management.”
Information with respect to shares of our common stock beneficially owned by Mr. Maffei, our Chairman of the Board, is also set
forth in “—Security Ownership of Management.”

(3) Based on Amendment No. 3 to Schedule 13G, filed February 13, 2020, by Dodge & Cox, which states that, with respect to QRTEA,

Dodge & Cox has sole voting power over 59,932,714 shares and sole dispositive power over 62,685,284 shares.

(4) Based on Amendment No. 3 to Schedule 13G, filed February 12, 2020, by The Vanguard Group (Vanguard), which states that,
with respect to QRTEA, Vanguard has sole voting power over 202,317 shares, shared voting power over 91,556 shares, sole
dispositive power over 35,859,959 shares and shared dispositive power over 245,049 shares.

(5) Based on Amendment No. 5 to Schedule 13G, filed February 14, 2020, jointly by Harris Associates L.P. (Harris L.P.) and Harris

Associates Inc. (Harris Inc.), which states that, with respect to QRTEA, each of Harris L.P. and Harris Inc. has sole voting power
over 22,270,251 shares and sole dispositive power over 22,521,565 shares.

(6) Based on Schedule 13G, filed February 14, 2020, jointly by FPR Partners, LLC (FPR), Andrew Raab and Bob Peck, which states
that, with respect to QRTEA, FPR has sole voting power and sole dispositive power over 22,217,922 shares and, Mr. Raab and
Mr. Peck have shared voting power and shared dispositive power over 22,217,922 shares.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 5

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information with respect to the ownership by each of our directors and named
executive officers (as defined herein) and by all of our directors and executive officers as a group of shares of each
series of our common stock (QRTEA and QRTEB). The security ownership information with respect to our common
stock is given as of February 29, 2020 and, in the case of percentage ownership information, is based upon
(1) 386,809,007 QRTEA shares and (2) 29,256,424 QRTEB shares, in each case, outstanding on that date.
The percentage voting power is presented in the table below on an aggregate basis for both series of common
stock.

Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that
were exercisable or convertible on or within 60 days after February 29, 2020 are deemed to be outstanding and to be
beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing
the percentage ownership of that person and for the aggregate percentage owned by the directors and named
executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage
ownership of any other individual person. For purposes of the following presentation, beneficial ownership of shares
of QRTEB, though convertible on a one-for-one basis into shares of QRTEA, are reported as beneficial ownership
of QRTEB only, and not as beneficial ownership of QRTEA. So far as is known to us, the persons indicated below
have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise
stated in the notes to the table.

The number of shares indicated as owned by the persons in the table includes interests in shares held by the
Liberty Media 401(k) Savings Plan as of February 29, 2020. The shares held by the trustee of the Liberty Media
401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.

Name

Gregory B. Maffei

Chairman of the Board and
Director

Michael A. George

President, Chief Executive Officer
and Director; President and Chief
Executive Officer, QVC, Inc.

John C. Malone

Director

Richard N. Barton

Director

Fiona P. Dias
Director

M. Ian G. Gilchrist

Director

Evan D. Malone

Director

David E. Rapley

Director

Larry E. Romrell

Director

Mark C. Vadon

Director

Andrea L. Wong

Director

Title of
Series

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

6 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

Amount and Nature of
Beneficial Ownership
(In thousands)

Percent of
Series
(%)

4,966(1)(2)(3)
2,396(2)

3,068(2)

—

1,196(1)(4)(5)
27,656(4)(6)(7)
41(2)(8)

—
17(9)

—
34(2)

—

—
36(2)

—
88(2)

**
229(2)

—
46(2)

—

1.3

7.7

—

94.5

—

Voting
Power
(%)

4.1

40.9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name

Renee L. Wilm

Chief Legal Officer

Brian J. Wendling

Chief Accounting Officer and
Principal Financial Officer

Albert E. Rosenthaler

Chief Corporate Development
Officer

Mark D. Carleton

Former Chief Financial Officer

All directors and executive officers
as a group (14 persons)

Title of
Series

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

QRTEA

QRTEB

Amount and Nature of
Beneficial Ownership
(In thousands)

Percent of
Series
(%)

—

—
324(2)

—

579(1)(2)

—

302(2)

—

Voting
Power
(%)

—

10,680(1)(2)(3)(4)(5)(8)(9)
30,052(2)(4)(6)(7)

2.8

96.6

44.5

*
**
(1)

Less than one percent
Less than 1,000 shares
Includes shares held in the Liberty Media 401(k) Savings Plan as follows:

Gregory B. Maffei

John C. Malone

Albert E. Rosenthaler

Total

QRTEA

9,301

2,129

17,186

28,616

(2)

Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable within
60 days after February 29, 2020.

Gregory B. Maffei

Michael A. George

Richard N. Barton

M. Ian G. Gilchrist

David E. Rapley

Larry E. Romrell

Mark C. Vadon

Andrea L. Wong

Brian J. Wendling

Albert E. Rosenthaler

Mark D. Carleton

Total

QRTEA

200,402

1,128,711

40,108

33,847

24,385

48,769

216,186

15,820

257,279

409,435

302,027

QRTEB

1,844,440

—

2,676,969

1,844,440

(3)
(4)

(5)

(6)

(7)

Includes 1,749,497 QRTEA shares pledged to Morgan Stanley Private Bank, National Association in connection with a loan facility.
Includes 376,260 QRTEA shares and 852,358 QRTEB shares held by Mr. Malone’s wife, Mrs. Leslie Malone, as to which shares
Mr. Malone has disclaimed beneficial ownership.
Includes (i) 800,000 QRTEA shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) in connection
with a margin loan facility, (ii) 17,646 QRTEA shares pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection with a
margin loan facility and (iii) 376,260 QRTEA shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) in
connection with a margin loan facility.
Includes 458,946 QRTEB shares held by two trusts which are managed by an independent trustee, of which the beneficiaries are
Mr. Malone’s adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held
by the trusts and has disclaimed beneficial ownership of the shares held by the trusts.
In February 1998, in connection with the settlement of certain legal proceedings relative to the Estate of Bob Magness, the late
founder and former Chairman of the Board of Tele-Communications, Inc. (TCI), TCI entered into a call agreement with Mr. Malone
and Mr. Malone’s wife. In connection with the acquisition by AT&T Corp. (AT&T) of TCI, TCI assigned Qurate Retail’s predecessor its
rights under this call agreement. We have since succeeded to these rights. As a result, we have the right, under certain

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 7

circumstances, to acquire QRTEB shares owned by the Malones. The call agreement also prohibits the Malones from disposing of
their QRTEB shares, except for certain exempt transfers (such as transfers to related parties or public sales of up to an aggregate of
5% of their shares of QRTEB after conversion to shares of QRTEA) and except for transfers made in compliance with our call
rights.
Includes 66 QRTEA shares held by the Barton Descendants’ Trust 12/30/2004 over which Mr. Barton has investment power but not
voting power.
Includes 9,045 restricted stock units with respect to QRTEA shares. Upon the completion of our acquisition of HSN, Inc., Qurate
Retail assumed Ms. Dias’s outstanding deferred stock units with respect to HSN, Inc. common stock and converted such deferred
stock units into 9,045 restricted stock units with respect to QRTEA shares. Ms. Dias’s restricted stock units will vest upon her
termination of service from the board of directors.

(8)

(9)

CHANGES IN CONTROL

We know of no arrangements, including any pledge by any person of our securities, the operation of which may at
a subsequent date result in a change in control of our company.

8 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSALS OF OUR BOARD

The following proposals will be presented at the annual meeting by our board of directors.

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

BOARD OF DIRECTORS

Our board of directors currently consists of eleven directors, divided among three classes. Our Class I directors,
whose term will expire at the 2020 annual meeting, are Fiona P. Dias, Evan D. Malone, David E. Rapley and Larry
E. Romrell. These directors are nominated for election to our board to continue serving as Class I directors, and we
have been informed that Ms. Dias and Messrs. Malone, Rapley and Romrell are each willing to continue serving
as a director of our company. The term of the Class I directors who are elected at the annual meeting will expire at
the annual meeting of our stockholders in the year 2023. Our Class II directors, whose term will expire at the annual
meeting of our stockholders in the year 2021, are Richard N. Barton, Michael A. George and Gregory B. Maffei.
Our Class III directors, whose term will expire at the annual meeting of our stockholders in the year 2022, are John C.
Malone, M. Ian G. Gilchrist, Mark C. Vadon and Andrea L. Wong.

If any nominee should decline election or should become unable to serve as a director of our company for any
reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute
nominee, if any, designated by the board of directors.

The following lists the four nominees for election as directors at the annual meeting and the seven directors of our
company whose term of office will continue after the annual meeting, and includes as to each person how long such
person has been a director of our company, such person’s professional background, other public company
directorships and other factors considered in the determination that such person possesses the requisite
qualifications and skills to serve as a member of our board of directors. All positions referenced in the biographical
information below with our company include, where applicable, positions with our predecessors. The number of shares
of our common stock beneficially owned by each director is set forth in this proxy statement under the caption
“Security Ownership of Certain Beneficial Owners and Management.”

Nominees for Election as Directors

Fiona P. Dias

• Age: 54

• A director of our company.

• Professional Background: Ms. Dias has served as a director of our company since December 2017. She has

served as Principal Digital Partner at Ryan Retail Consulting, LLC, a global consulting firm, since January 2015.
She also served as Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to
October 2014 and as Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of
digital commerce solutions, from February 2007 to June 2011. Prior thereto, she was Executive Vice President
and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also
held senior marketing positions with PepsiCo, Pennzoil-Quaker State Company and The Procter & Gamble
Company.

• Other Public Company Directorships: Ms. Dias has served on the board of directors of Realogy Holdings

Corp., a real estate brokerage company, since June 2013. She previously served on the board of directors of
(i) Advance Auto Parts, Inc. from September 2009 to May 2019, (ii) HSN, Inc. from July 2016 to December 2017
and (iii) Choice Hotels International, Inc. from November 2004 to April 2012.

• Board Membership Qualifications: In connection with the closing of the HSN, Inc. acquisition and pursuant to

the terms of the merger agreement for the transaction, Ms. Dias was appointed to our board. Ms. Dias brings to
our board significant experience in senior policy-making roles both as a member of other public company
boards and as a senior marketing executive. She also brings extensive experience in digital commerce, marketing
and managing consumer and retail brands.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 9

Evan D. Malone

• Age: 49

• A director of our company.

• Professional Background: Dr. Malone has served as a director of our company since August 2008. Since

June 2009, he has served as President of NextFab Studio, LLC, which provides manufacturing-related technical
training, product development, and business acceleration services. Since January 2008, Dr. Malone has
served as the owner and manager of a real estate property and management company, 1525 South Street
LLC. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café,
telecommunications and document services company, in South Africa since 2007 and served as an applied
physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office
of Science, U.S. Department of Energy, from 1999 until 2001. He also is a founding member of Jet Wine Bar,
a wine bar, and Rex 1516, a restaurant, both in Philadelphia. Since November 2016, he has served as director
and president of the NextFab Foundation, an IRS 501(c)(3) private operating foundation, which provides
manufacturing-related technology and education to communities affected by economic or humanitarian distress.

• Other Public Company Directorships: Dr. Malone has served as a director of Liberty Media Corporation

(Liberty Media) (including its predecessor) since September 2011 and Sirius XM Holdings Inc. (Sirius XM)
since May 2013.

• Board Membership Qualifications: Dr. Malone brings an applied science and engineering perspective to the

board. Dr. Malone’s perspectives assist the board in developing business strategies and adapting to technological
changes facing the industries in which our company competes. In addition, his entrepreneurial experience
assists the board in evaluating strategic opportunities.

David E. Rapley

• Age: 78

• A director of our company.

• Professional Background: Mr. Rapley has served as a director of our company since July 2002, having

previously served as a director during 1994. Mr. Rapley founded Rapley Engineering Services, Inc. (RESI) and
served as its Chief Executive Officer and President from 1985 to 1998. Mr. Rapley also served as Executive
Vice President of Engineering of VECO Corp. Alaska (a company that acquired RESI in 1998) from January 1998
to December 2001. Mr. Rapley served as the President and Chief Executive Officer of Rapley Consulting, Inc.
from January 2000 to December 2014. From 2003 to 2013, Mr. Rapley was a director of Merrick & Co., a private
firm providing engineering and other services to domestic and international clients. From 2008 to 2011,
Mr. Rapley was chairman of the board of Merrick Canada ULC.

• Other Public Company Directorships: Mr. Rapley has served as a director of Liberty Media (including its

predecessor) since September 2011. He has served as a director of Liberty Global plc (LGP) since June 2013,
having previously served as a director of Liberty Global, Inc. (LGI), LGP’s predecessor, from June 2005 to
June 2013 and as a director of LGI’s predecessor, Liberty Media International, Inc. (LMI) from May 2004 to
June 2005.

• Board Membership Qualifications: Mr. Rapley brings to our board the unique perspective of his lifelong career
as an engineer. The industries in which our company competes are heavily dependent on technology, which
continues to change and advance. Mr. Rapley’s perspectives assist the board in adapting to these changes
and developing strategies for our businesses.

Larry E. Romrell

• Age: 80

• A director of our company.

• Professional Background: Mr. Romrell has served as a director of our company since December 2011, having
previously served as a director from March 1999 to September 2011. Mr. Romrell held numerous executive
positions with TCI from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc
Communications, Inc.

10 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

• Other Public Company Directorships: Mr. Romrell has served as a director of Liberty Media (including its

predecessor) since September 2011 and as a director of Liberty TripAdvisor Holdings, Inc. (Liberty TripAdvisor)
since August 2014. He has served as a director of LGP since June 2013, having previously served as a
director of LGI, LGP’s predecessor, from June 2005 to June 2013 and as a director of LMI, LGI’s predecessor,
from May 2004 to June 2005.

• Board Membership Qualifications: Mr. Romrell brings extensive experience, including venture capital experience,
in the telecommunications industry to our board and is an important resource with respect to the management
and operations of companies in the media and telecommunications sector.

Directors Whose Term Expires in 2021

Richard N. Barton

• Age: 52

• A director of our company.

• Professional Background: Mr. Barton has served as a director of our company since December 2016. Mr. Barton
is a co-founder and has been Chief Executive Officer of Zillow Group, Inc. (Zillow Group) since February 2019
and was also its Chief Executive Officer from December 2004 to September 2010. Mr. Barton also co-founded
Glassdoor.com and served as its Non-Executive Chairman from June 2007 through June 2018. Mr. Barton has
served as a venture partner at Benchmark Capital, a venture capital firm, from 2005 through 2018. Mr. Barton
founded Expedia as a group within Microsoft Corporation (Microsoft) in 1994, which was spun out as Expedia,
Inc. in 1999. Mr. Barton served as Expedia, Inc.’s Chief Executive Officer and President from 1999 to 2003.

• Other Public Company Directorships: Mr. Barton has been a member of Zillow Group’s board of directors

since its founding in December of 2004 and was its Executive Chairman September 2010 to February 2019.
Mr. Barton has served on the board of directors of Netflix, Inc. since 2002 and served as Non-Executive
Chairman of Glassdoor.com from June 2007 through June 2018. Mr. Barton also served on the board of directors
of Expedia, Inc. from 1999 to 2003. Mr. Barton served on the board of directors of Ticketmaster from
December 2001 to August 2002.

• Board Membership Qualifications: Mr. Barton brings to our board a broad range of relevant leadership and

technical skills resulting from his roles as a founder and former chief executive officer of companies in the mobile
and Internet industries. Mr. Barton also provides experience in launching and promoting new technologies
and marketing internet-based products to consumers.

Michael A. George

• Age: 58

• Chief Executive Officer, President and a director of our company.

• Professional Background: Mr. George has served as Chief Executive Officer and President of our company

since March 2018 and as a director of our company since September 2011. He has served as the President of
QVC, Inc. (QVC), a subsidiary of our company, since November 2005 and as its Chief Executive Officer since
April 2006. Mr. George also serves on the board of directors of several non-profit organizations. Mr. George
previously held various positions with Dell, Inc. (Dell) from March 2001 to November 2005, most notably as
the chief marketing officer and general manager of Dell’s U.S. consumer business.

• Other Public Company Directorships: Mr. George has served as a director of Ralph Lauren Corporation since

May 2018 and served as a director of Brinker International, Inc. from March 2013 to November 2019.

• Board Membership Qualifications: Mr. George brings to our board significant experience with commerce, retail

and technology businesses based on his current executive position with QVC and his prior experience with Dell,
as well as in his capacity as a senior partner at McKinsey & Company, Inc. His background and executive
experience assist the board in evaluating strategic opportunities in the e-commerce and retail industries.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 11

Gregory B. Maffei

• Age: 59

• Chairman of the Board and a director of our company.

• Professional Background: Mr. Maffei has served as Chairman of the Board of our company since March 2018
and as a director of our company since November 2005. He has also served as our company’s President and
Chief Executive Officer from February 2006 to March 2018 and CEO-Elect from November 2005 through
February 2006. Mr. Maffei has served as the President and Chief Executive Officer of Liberty Media (including
its predecessor) since May 2007, Liberty TripAdvisor since July 2013, Liberty Broadband Corporation (Liberty
Broadband) since June 2014 and GCI Liberty, Inc. (GCI Liberty) since March 2018. Prior thereto, Mr. Maffei
served as President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief
Executive Officer of 360networks Corporation (360networks), and Chief Financial Officer of Microsoft.

• Other Public Company Directorships: Mr. Maffei has served as (i) a director of Liberty Media (including its

predecessor) since May 2007, (ii) a director of Liberty TripAdvisor since July 2013 and as its Chairman of the
Board since June 2015, (iii) a director of Liberty Broadband since June 2014 and (iv) a director of GCI Liberty
since March 2018. He has served as (i) the Chairman of the Board of Sirius XM since April 2013 and as a
director since March 2009, (ii) the Chairman of the Board of Live Nation Entertainment, Inc. (Live Nation) since
March 2013 and as a director since February 2011, (iii) the Chairman of the Board of TripAdvisor, Inc. since
February 2013, (iv) a director of Charter Communications, Inc. (Charter) since May 2013 and (v) a director of
Zillow Group since February 2015, having previously served as a director of its predecessor, Zillow, Inc., from
May 2005 to February 2015. Mr. Maffei served as (i) Chairman of the Board of Starz from January 2013 until
its acquisition by Lions Gate Entertainment Corp. in December 2016, (ii) a director of Barnes & Noble, Inc. from
September 2011 to April 2014, (iii) a director of Electronic Arts, Inc. from June 2003 to July 2013, (iv) a
director of DIRECTV and its predecessors from February 2008 to June 2010 and (v) the Chairman of the
Board of Pandora Media, Inc. from September 2017 to February 2019.

• Board Membership Qualifications: Mr. Maffei brings to our board significant financial and operational experience

based on his current senior policy making positions at our company, Liberty Media, GCI Liberty, Liberty
TripAdvisor, and Liberty Broadband and his previous executive positions at Oracle Corporation, 360networks
and Microsoft. In addition, Mr. Maffei has extensive public company board experience. He provides our board with
an executive leadership perspective on the strategic planning for, and operations and management of, large
public companies and risk management principles.

Directors Whose Term Expires in 2022

John C. Malone

• Age: 79

• A director of our company.

• Professional Background: Mr. Malone has served as a director of our company, including its predecessors,

since its inception in 1994, and served as our company’s Chairman of the Board from its inception in 1994 to
March 2018 and Chief Executive Officer from August 2005 to February 2006. Mr. Malone served as Chairman of
the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T, and as Chief Executive
Officer of TCI from January 1994 to March 1997.

• Other Public Company Directorships: Mr. Malone has served as (i) Chairman of the Board of Liberty Media

(including its predecessor) since August 2011 and as a director since December 2010, (ii) the Chairman of the
Board of Liberty Broadband since November 2014, (iii) the Chairman of the Board of LGP since June 2013,
having previously served as Chairman of the Board of LGI, LGP’s predecessor, from June 2005 to June 2013,
Chairman of the Board of LGI’s predecessor, LMI from March 2004 to June 2005 and a director of
UnitedGlobalCom, Inc., now a subsidiary of LGP, from January 2002 to June 2005, (iv) a director of Discovery
Inc., which was formerly known as Discovery Communications, Inc. (Discovery Communications), since
September 2008 and a director of Discovery Communications’ predecessor, Discovery Holding Company, from
May 2005 to September 2008 and as Chairman of the Board from March 2005 to September 2008, (v) a
director of Liberty Latin America Ltd. since December 2017 and (vi) Chairman of the Board of GCI Liberty
since March 2018. Previously, he served as (i) Chairman of the Board of Liberty Expedia Holdings, Inc. (Liberty
Expedia) from November 2016 to July 2019 (ii) a director of Lions Gate Entertainment Corp. from March 2015

12 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

to September 2018, (iii) a director of Charter from May 2013 to July 2018, (iv) a director of Expedia, Inc. from
December 2012 to December 2017, having previously served as a director from August 2005 to November 2012,
(v) Chairman of the Board of Liberty TripAdvisor from August 2014 to June 2015, (vi) a director of Sirius XM
from April 2009 to May 2013, (vii) a director of Ascent Capital Group, Inc. from January 2010 to September 2012,
(viii) a director of Live Nation from January 2010 to February 2011, (ix) Chairman of the Board of DIRECTV
and its predecessors from February 2008 to June 2010 and (x) a director of IAC/InterActiveCorp from May 2006
to June 2010.

• Board Membership Qualifications: Mr. Malone, as President of TCI, co-founded our former parent company

and is considered one of the preeminent figures in the media and telecommunications industry. He is well known
for his sophisticated problem solving and risk assessment skills.

M. Ian G. Gilchrist

• Age: 70

• A director of our company.

• Professional Background: Mr. Gilchrist has served as a director of our company since July 2009 and as a

director and the President of Trine Acquisition Corp. since March 2019. Mr. Gilchrist held various officer positions
including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston Corporation
from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of
Warburg Paribas Becker Incorporated from 1976 to 1982. Previously, he worked in the venture capital field and
as an investment analyst.

• Other Public Company Directorships: Mr. Gilchrist has served as a director of Liberty Media (including its

predecessor) since September 2011 and as a director of Trine Acquisition Corp. since March 2019.

• Board Membership Qualifications: Mr. Gilchrist’s field of expertise is in the media and telecommunications

sector, having been involved with companies in this industry during much of his 32 years as an investment banker.
Mr. Gilchrist brings to our board significant financial expertise and a unique perspective on the company and
the media and telecommunications sector. He is also an important resource with respect to the financial services
firms that our company engages from time to time.

Mark C. Vadon

• Age: 50

• A director of our company.

• Professional Background: Mr. Vadon has served as a director of our company since October 2015. Mr. Vadon co-
founded zulily, inc. now known as Zulily, LLC (Zulily), and previously served as Chairman of Zulily’s board of
directors from October 2009 until October 2015 when we completed the acquisition of Zulily. In addition, Mr. Vadon
served as Chairman of the Board of chewy.com, an internet retailer of pet food, from August 2014 to May 2017.
Since 2013, Mr. Vadon also has served as a board member of the Vadon Foundation.

• Other Public Company Directorships: Mr. Vadon served on the board of directors of The Home Depot, Inc.

from August 2012 to May 2019. From May 1999 to February 2008, Mr. Vadon was Chief Executive Officer of
Blue Nile, Inc., which he founded in 1999 and also served as its Chairman of the board of directors from
May 1999 to December 2013.

• Board Membership Qualifications: Mr. Vadon brings extensive experience and in-depth knowledge of commerce,
retail and technology businesses to our board based on his prior public company experience in senior policy-
making positions at Zulily and at Blue Nile, Inc. as its Chief Executive Officer. His background and executive
experience assist the board in evaluating strategic opportunities in the e-commerce and retail industries.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 13

Andrea L. Wong

• Age: 53

• A director of our company.

• Professional Background: Ms. Wong has served as a director of our company since April 2010. Ms. Wong

served as President, International Production for Sony Pictures Television and President, International for Sony
Pictures Entertainment from September 2011 to March 2017. She previously served as President and Chief
Executive Officer of Lifetime Entertainment Services from 2007 to April 2010. Ms. Wong also served as an
Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007.

• Other Public Company Directorships: Ms. Wong has served as a director of Liberty Media (including its

predecessor) since September 2011, as a director of Hudson Pacific Properties, Inc. since August 2017 and
as a director of Oaktree Acquisition Corp. since July 2019. Ms. Wong served as a director of Social Capital
Hedosophia Holdings Corp. from September 2017 to October 2019 and as a director of Hudson’s Bay Company
from September 2014 to March 2020.

• Board Membership Qualifications: Ms. Wong brings to our board significant experience in the media and

entertainment industry, having an extensive background in media programming across a variety of platforms,
as well as executive leadership experience with the management and operation of companies in the entertainment
sector. Her experience with programming development and production, brand enhancement and marketing
brings a pragmatic and unique perspective to our board. Her professional expertise, combined with her continued
involvement in the media and entertainment industry, makes her a valuable member of our board.

VOTE AND RECOMMENDATION

A plurality of the combined voting power of the outstanding shares of our common stock present in person or
represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting,
voting together as a single class, is required to elect each of Ms. Dias and Messrs. Malone, Rapley and Romrell as a
Class I member of our board of directors.

Our board of directors unanimously recommends a vote
“FOR” the election of each nominee to our board of directors.

14 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL

We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year
ending December 31, 2020.

Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its discretion may
direct the appointment of a different independent accounting firm at any time during the year if our audit committee
determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of
KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31,
2020.

A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting
and will have the opportunity to make a statement if he or she so desires.

AUDIT FEES AND ALL OTHER FEES

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our
consolidated financial statements for 2019 and 2018 and fees billed for other services rendered by KPMG LLP:

Audit fees
Audit related fees(1)

Audit and audit related fees

Tax fees(2)

Total fees

2019

$ 9,278,200
641,300

9,919,500
601,400

$10,520,900

2018

8,571,000
—

8,571,000
1,260,000

9,831,000

(1) Audit related fees consist of professional consultations and audits in connection with acquisitions or divestitures (including carve-out

audits in connection with divestitures.

(2) Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.

Our audit committee has considered whether the provision of services by KPMG LLP to our company other than
auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other
services is compatible with KPMG LLP maintaining its independence.

POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITOR

Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit
services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the
engagement of our independent auditor to provide the following services (all of which are collectively referred to as
pre-approved services):

• audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries,

(ii) services associated with registration statements, periodic reports and other documents filed or issued in
connection with securities offerings (including comfort letters and consents), (iii) attestations of management
reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment
of transactions;

• audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement
audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure
treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental
to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions,
and (vii) general assistance with implementation of the requirements of certain Securities and Exchange
Commission (SEC) rules or listing standards; and

•

tax services as specified in the policy, including federal, state, local and international tax planning, compliance
and review services, and tax due diligence and advice regarding mergers and acquisitions.

Notwithstanding the foregoing general pre-approval, if, in the reasonable judgment of our Chief Accounting Officer
and Principal Financial Officer, an individual project involving the provision of pre-approved services is likely to result
in fees in excess of $100,000, or if individual projects under $100,000 are likely to equal or exceed $500,000

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 15

during the period between the regularly scheduled meetings of the audit committee, then such projects will require
the specific pre-approval of our audit committee. Our audit committee has delegated the authority for the foregoing
approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee
of the granting of any such approval. M. Ian G. Gilchrist currently serves as the chairman of our audit committee. In
addition, the independent auditor is required to provide a report at each regularly scheduled audit committee
meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent
auditors for services other than the pre-approved services requires the specific approval of our audit committee.

Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject
to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

All services provided by our independent auditor during 2019 were approved in accordance with the terms of the
policy in place.

VOTE AND RECOMMENDATION

The affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock
that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class,
is required to approve the auditors ratification proposal.

Our board of directors unanimously recommends a vote
“FOR” the auditors ratification proposal.

16 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 3—THE INCENTIVE PLAN PROPOSAL

The following is a description of the material provisions of the Qurate Retail, Inc. 2020 Omnibus Incentive Plan (the
2020 incentive plan). The summary that follows is not intended to be complete, and we refer you to the copy of
the 2020 incentive plan set forth as Annex A to this proxy statement for a complete statement of its terms and
provisions.

KEY FEATURES OF THE 2020 INCENTIVE PLAN

• No Discounted Options or SARs. Stock options and stock appreciation rights (SARs) may not be granted with

an exercise price below fair market value.

• Dividend Equivalents. Only an award of restricted stock units (RSUs) may include dividend equivalents. With

respect to a performance-based award, dividend equivalents may only be paid to the extent the underlying award
is actually paid.

• Limited Terms for Options and SARs. The term for stock options and SARs granted under the 2020 incentive

plan is limited to ten years.

• No Transferability. Awards generally may not be transferred, except as permitted by will or the laws of descent
and distribution or pursuant to a domestic relations order, unless otherwise provided for in an award agreement.

• No Tax Gross-Ups. Holders do not receive tax gross-ups under the 2020 incentive plan.

• Award Limitations. In any calendar year, no nonemployee director may be granted awards having a value that

would be in excess of $1 million on the date of grant.

QURATE RETAIL, INC. 2020 OMNIBUS INCENTIVE PLAN

If the 2020 incentive plan is approved, it will be the only incentive plan under which awards will be made, and no
additional awards will be made under the Qurate Retail, Inc. 2016 Omnibus Incentive Plan, as amended (the 2016
incentive plan). In addition, only the 30 million shares reserved under the 2020 incentive plan (plus any shares
remaining, or that again become, available for awards under the 2016 incentive plan as of the effective date of
the 2020 incentive plan, as described below) will be available for grant. The 2020 incentive plan is structured as an
omnibus plan under which awards may be made to our company’s officers, employees, independent contractors and
nonemployee directors. A summary of certain terms of the 2020 incentive plan is set forth below.

The 2020 incentive plan is administered by the compensation committee of our board of directors, other than
awards granted to nonemployee directors which may be administered by our full board of directors or the
compensation committee. The 2020 incentive plan is designed to provide additional remuneration to eligible officers
and employees of our company, our nonemployee directors and independent contractors and to encourage their
investment in our capital stock, thereby increasing their proprietary interest in our business. The 2020 incentive plan
is also intended to (1) attract persons of exceptional ability to become our officers and employees, and (2) induce
nonemployee directors, and independent contractors to provide services to us. Such persons will be eligible to
participate in and may be granted awards under the 2020 incentive plan. The number of individuals who will receive
awards under the 2020 incentive plan will vary from year to year and will depend on various factors, such as the
number of promotions and our hiring needs during the year, and whether employees, nonemployee directors or
independent contractors of our subsidiaries are granted awards. Although, we cannot predict the number of future
award recipients, we estimate that there will be approximately 8 nonemployee directors of our company and 900
employees of our company, Liberty Media, and our subsidiaries who will be eligible to receive awards under the
2020 incentive plan. We do not currently anticipate granting any awards under the 2020 incentive plan to independent
contractors of our company. For the avoidance of doubt, employees and nonemployee directors of any of our
affiliates may not participate in the 2020 incentive plan based solely upon their status at any such affiliate and instead,
are required to provide services to our company or our company’s subsidiaries in order to be eligible.

Under the 2020 incentive plan, the compensation committee may grant non-qualified stock options, SARs, restricted
shares, RSUs, cash awards, performance awards or any combination of the foregoing (as used in this description
of the 2020 incentive plan, collectively, awards). The maximum number of shares of our common stock with respect
to which awards may be granted under the 2020 incentive plan is 30 million shares (plus any shares remaining, or
that again become, available for awards under the 2016 incentive plan as of the effective date of the 2020 incentive

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 17

plan), subject to anti-dilution and other adjustment provisions of the 2020 incentive plan. No nonemployee director
may be granted during any calendar year awards having a value (as determined on the grant date of such award) that
would be in excess of $1 million.

Shares of our common stock issuable pursuant to awards made under the 2020 incentive plan will be made
available from either authorized but unissued shares of our common stock or shares of our common stock that we
have issued but reacquired, including shares purchased in the open market. Shares of our common stock that are
subject to (i) any award granted under the 2020 incentive plan or the 2016 incentive plan that expires, terminates
or is cancelled or annulled for any reason without having been exercised, (ii) any award of any SARs granted under
the 2020 incentive plan or the 2016 incentive plan the terms of which provide for settlement in cash, and (iii) any
award of restricted shares or RSUs granted under the 2020 incentive plan or the 2016 incentive plan that shall be
forfeited prior to becoming vested, will once again be available for issuance under the 2020 incentive plan. Shares of
our common stock that are (i) not issued or delivered as a result of the net settlement of an outstanding option or
SAR, (ii) used to pay the purchase price or withholding taxes relating to an outstanding award, or (iii) repurchased in
the open market with the proceeds of an option purchase price will not again be made available for issuance
under the 2020 incentive plan.

Subject to the provisions of the 2020 incentive plan, the compensation committee is authorized to establish, amend
and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the
2020 incentive plan and to take such other action in connection with or in relation to the 2020 incentive plan as it
deems necessary or advisable.

Unless otherwise determined by the compensation committee and expressly provided for in an agreement, awards
are not transferrable except as permitted by will or the laws of descent and distribution or pursuant to a domestic
relations order.

Stock Options. Non-qualified stock options awarded under the 2020 incentive plan will entitle the holder to purchase
a specified number of shares of a series of our common stock at a specified exercise price subject to the terms
and conditions of the applicable option grant. The exercise price of an option awarded under the 2020 incentive plan
may be no less than the fair market value of the shares of the applicable series of our common stock as of the
day the option is granted. The term of an option may not exceed ten years; however, if the term of an option expires
when trading in our common stock is prohibited by law or our company’s policy, the option will expire on the 30th
day after the expiration of such prohibition. The compensation committee will determine, and each individual award
agreement will provide, (1) the series and number of shares of our common stock subject to the option, (2) the
per share exercise price, (3) whether that price is payable in cash, by check, by promissory note, in whole shares of
any series of our common stock, by the withholding of shares of our common stock issuable upon exercise of the
option, by cashless exercise, or any combination of the foregoing, (4) other terms and conditions of exercise,
(5) restrictions on transfer of the option and (6) other provisions not inconsistent with the 2020 incentive plan. Dividend
equivalents will not be paid with respect to any stock options.

Stock Appreciation Rights. A SAR awarded under the 2020 incentive plan entitles the recipient to receive a payment
in stock or cash equal to the excess of the fair market value (on the day the SAR is exercised) of a share of the
applicable series of our common stock with respect to which the SAR was granted over the base price specified in
the grant. A SAR may be granted to an option holder with respect to all or a portion of the shares of our common stock
subject to a related stock option (a tandem SAR) or granted separately to an eligible person (a free standing
SAR). Tandem SARs are exercisable only at the time and to the extent that the related stock option is exercisable.
Upon the exercise or termination of the related stock option, the related tandem SAR will be automatically cancelled
to the extent of the number of shares of our common stock with respect to which the related stock option was so
exercised or terminated. The base price of a tandem SAR is equal to the exercise price of the related stock option.
Free standing SARs are exercisable at the time and upon the terms and conditions provided in the relevant award
agreement. The term of a free standing SAR may not exceed ten years; however, if the term of a free standing SAR
expires when trading in our common stock is prohibited by law or our company’s policy, the free standing SAR will
expire on the 30th day after the expiration of such prohibition. The base price of a free standing SAR may be no less
than the fair market value of a share of the applicable series of our common stock as of the day the SAR is
granted. Dividend equivalents will not be paid with respect to any SARs.

Restricted Shares and RSUs. Restricted shares are shares of our common stock that become vested and may be
transferred upon completion of the restriction period. The compensation committee will determine, and each individual
award agreement will provide, (1) the price, if any, to be paid by the recipient of the restricted shares, (2) whether
dividends or distributions paid with respect to restricted shares will be retained by us during the restriction period

18 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 3—THE INCENTIVE PLAN PROPOSAL

(retained distributions), (3) whether the holder of the restricted shares may be paid a cash amount any time after
the shares become vested, (4) the vesting date or vesting dates (or basis of determining the same) for the award
and (5) other terms and conditions of the award. The holder of an award of restricted shares, as the registered owner
of such shares, may vote the shares.

A RSU is a unit evidencing the right to receive, in specified circumstances, one share of the specified series of our
common stock, or, in the discretion of the company, its cash equivalent, subject to a restriction period or forfeiture
conditions. The compensation committee will be authorized to award RSUs based upon the fair market value of
shares of any series of our common stock under the 2020 incentive plan. The compensation committee will
determine, and each individual award agreement will provide, the terms, conditions, restrictions, vesting requirements
and payment rules for awards of RSUs, including whether the holder will be entitled to dividend equivalent payments
with respect to the RSUs. RSUs will be issued at the beginning of the restriction period and holders will not be
entitled to shares of our common stock covered by RSU awards until such shares are issued to the holder at the
end of the restriction period. Awards of RSUs or the common stock covered thereunder may not be transferred,
assigned or encumbered prior to the date on which such shares are issued or as provided in the relevant award
agreement.

Upon the applicable vesting date, all or the applicable portion of restricted shares or RSUs will vest, any retained
distributions or unpaid dividend equivalents with respect to the restricted shares or RSUs will vest to the extent that
the awards related thereto have vested, and any cash amount to be received by the holder with respect to the
restricted shares or RSUs will become payable, all in accordance with the terms of the individual award agreement.
The compensation committee may permit a holder to elect to defer delivery of any restricted shares or RSUs that
become vested and any related cash payments, retained distributions or dividend equivalents, provided that such
deferral elections are made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the
Code).

Cash Awards. The compensation committee will also be authorized to provide for the grant of cash awards under
the 2020 incentive plan. A cash award is a bonus paid in cash subject to the terms, conditions and limitations
established by the compensation committee.

Performance Awards. At the discretion of the compensation committee, any of the above-described awards may be
designated as a performance award. Performance awards are contingent upon performance measures applicable
to a particular period, as established by the compensation committee and set forth in individual agreements.

Awards Generally. Awards under the 2020 incentive plan may be granted either individually, in tandem or in
combination with each other. Where applicable, the securities underlying, or relating to, awards granted under the
2020 incentive plan may be shares of our common stock as provided in the relevant grant. The closing price of
QRTEA and QRTEB shares was $7.73 and $7.72, respectively, as of April 9, 2020. Under certain conditions, including
the occurrence of certain approved transactions, a board change or a control purchase (all as defined in the 2020
incentive plan), options and SARs will become immediately exercisable, and the restrictions on restricted shares and
RSUs will lapse, unless individual agreements state otherwise or the compensation committee determines in
connection with an approved transaction that the vesting and exercisability of awards will not accelerate because
action has been taken to provide for a substantially equivalent substitute award. At the time an award is granted, the
compensation committee will determine, and the relevant agreement will provide for, any vesting or early termination,
upon a holder’s termination of employment or service with our company, of any unvested options, SARs, RSUs
or restricted shares and the period during which any vested options and SARs must be exercised. Generally, if a
holder’s employment or service terminates prior to an option or SAR becoming exercisable or being exercised in full,
or during the restriction period with respect to any restricted shares or RSUs, such options and SARs will become
exercisable, and the restrictions on restricted shares and RSUs will lapse and become vested only to the extent
provided in the applicable award agreement; provided, however, that unless otherwise provided in the relevant
agreement, (1) no option or SAR may be exercised after its scheduled expiration date (however, if the term of an
option or SAR expires when trading in our common stock is prohibited by law or our company’s insider trading policy,
then the term of such option or SAR shall expire on the 30th day after the expiration of such prohibition), (2) if the
holder’s service terminates by reason of death or disability (as defined in the 2020 incentive plan), his or her options
or SARs shall remain exercisable for a period of at least one year following such termination (but not later than the
scheduled expiration date) and (3) any termination of the holder’s service for “cause” (as defined in the 2020 incentive
plan) will result in the immediate termination of all options and SARs and the forfeiture of all rights to any restricted
shares, RSUs, retained distributions, unpaid dividend equivalents and related cash amounts held by such
terminated holder. If a holder’s employment or service terminates due to death or disability, options and SARs will

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 19

become immediately exercisable, and the restrictions on restricted shares and RSUs will lapse and become fully
vested, unless individual agreements state otherwise. The effect on a cash award of the termination of a holder’s
employment or service for any reason, other than for “cause” (as defined in the 2020 incentive plan), will be stated in
the individual agreement.

Adjustments. The number and kind of shares of our common stock that may be awarded or otherwise made
subject to awards under the 2020 incentive plan, the number and kind of shares of our common stock covered by
outstanding awards and the purchase or exercise price and any relevant appreciation base with respect to any of the
foregoing will be subject to appropriate adjustment as the compensation committee deems equitable, in its sole
discretion, in the event (1) we subdivide the outstanding shares of any series of our common stock into a greater
number of shares of such series of common stock, (2) we combine the outstanding shares of any series of our
common stock into a smaller number of shares of such series of common stock or (3) there is a stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, stock redemption, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase any series of our common stock, or any
other similar corporate event (including mergers or consolidations, other than approved transactions (as defined in the
2020 incentive plan) for which other provisions are made pursuant to the 2020 incentive plan). In addition, in the
event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the
compensation committee has the discretion to (i) provide, prior to the transaction, for the acceleration of vesting and
exercisability, or lapse of restrictions, with respect to the awards, or in the case of a cash merger, termination of
unexercised awards, or (ii) cancel such awards and deliver cash to holders based on the fair market value of such
awards as determined by the compensation committee, in a manner that is in compliance with the requirements of
Section 409A of the Code. If the purchase price of options or the base price of SARs, as applicable, is greater
than the fair market value of such options or SARs, the options or SARs may be canceled for no consideration.

Amendment and Termination. The 2020 incentive plan will terminate on the fifth anniversary of the plan’s effective
date (which is expected to be May 21, 2020, assuming that the 2020 incentive plan is approved by our stockholders)
unless earlier terminated by the compensation committee. The compensation committee may suspend, discontinue,
modify or amend the 2020 incentive plan at any time prior to its termination, except that outstanding awards may
not be amended to reduce the purchase or base price of outstanding options or SARs. However, before an amendment
may be made that would adversely affect a participant who has already been granted an award, the participant’s
consent must be obtained, unless the change is necessary to comply with Section 409A of the Code.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF AWARDS GRANTED UNDER THE 2020
INCENTIVE PLAN

The following is a summary of the U.S. federal income tax consequences that generally will arise with respect to
awards granted under the 2020 incentive plan and with respect to the sale of any shares of our common stock
acquired under the 2020 incentive plan. This general summary does not purport to be complete, does not describe
any state, local or non-U.S. tax consequences, and does not address issues related to the tax circumstances of any
particular recipient of an award under the 2020 incentive plan.

Non-Qualified Stock Options; SARs. Holders will not recognize taxable income upon the grant of a non-qualified
stock option or a SAR. Upon the exercise of a non-qualified stock option or a SAR, the holder will recognize ordinary
income (subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the
date of exercise of the shares received over (2) the exercise price or base price (if any) he or she paid for the shares.
The holder will generally have a tax basis in any shares of our common stock received pursuant to the exercise of
a SAR, or pursuant to the cash exercise of a non-qualified stock option, that equals the fair market value of such
shares on the date of exercise. The disposition of the shares of our common stock acquired upon exercise of a non-
qualified stock option will ordinarily result in capital gain or loss. We are entitled to a deduction in an amount equal to
the income recognized by the holder upon the exercise of a non-qualified stock option or SAR.

Cash Awards; RSUs; Restricted Shares. A holder will recognize ordinary compensation income upon receipt of
cash pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw
upon it, and we will have a corresponding deduction for federal income tax purposes, subject to certain limits on
deductibility discussed below. A holder will not have taxable income upon the grant of a RSU but rather will generally
recognize ordinary compensation income at the time the award is settled in an amount equal to the fair market
value of the shares received, at which time we will have a corresponding deduction for federal income tax purposes,
subject to certain limits on deductibility discussed below.

20 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 3—THE INCENTIVE PLAN PROPOSAL

Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we will not be entitled
to any federal income tax deduction upon the grant of such award. The value of the restricted shares will generally
be taxable to the holder as compensation income in the year or years in which the restrictions on the shares of
common stock lapse. Such value will equal the fair market value of the shares on the date or dates the restrictions
terminate. A holder, however, may elect pursuant to Section 83(b) of the Code to treat the fair market value of the
shares subject to the restricted share award on the date of such grant as compensation income in the year of the
grant of the restricted share award. The holder must make such an election pursuant to Section 83(b) of the Code
within 30 days after the date of grant. If such an election is made and the holder later forfeits the restricted shares to
us, the holder will not be allowed to deduct, at a later date, the amount such holder had earlier included as
compensation income. In any case, we will receive a deduction for federal income tax purposes corresponding in
amount to the amount of compensation included in the holder’s income in the year in which that amount is so included,
subject to certain limits on deductibility discussed below.

A holder who is an employee will be subject to withholding for federal, and generally for state and local, income
taxes at the time the holder recognizes income under the rules described above with respect to the cash or the shares
of our common stock received pursuant to awards. Dividends or dividend equivalents that are received by a holder
prior to the time that the restricted shares or RSUs are taxed to the holder under the rules described in the preceding
paragraph are taxed as additional compensation, not as dividend income. The tax basis of a holder in the shares
of our common stock received will equal the amount recognized by the holder as compensation income under the
rules described in the preceding paragraph, and the holder’s holding period in such shares will commence on the date
income is so recognized.

Certain Tax Code Limitations on Deductibility. In order for us to deduct the amounts described above, such amounts
must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and
necessary business expenses. The ability to obtain a deduction for awards under the 2020 incentive plan could also
be limited by Section 280G of the Code, which provides that certain excess parachute payments made in connection
with a change in control of an employer are not deductible. The ability to obtain a deduction for amounts paid under the
2020 incentive plan could also be affected by Section 162(m) of the Code, which limits the deductibility, for U.S.
federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year.
Following the enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives
potentially affected by the limitations of Section 162(m) of the Code have been expanded and there is no longer
any exception for qualified performance-based compensation. The transition rules in effect for binding contracts in
effect on November 2, 2017 provide that performance-based awards will maintain their exemption from the $1 million
annual deduction limitation for so long as such contracts are not materially modified, even though the compensation
deduction for such awards would not occur until after 2017. However, portions of the compensation we pay to the
named executive officers may not be deductible due to the application of Section 162(m) of the Code. Our
compensation committee believes that the lost deduction on compensation payable in excess of the $1 million
limitation for the named executive officers is not material relative to the benefit of being able to attract and retain
talented management.

Code Section 409A. Section 409A of the Code generally provides that any deferred compensation arrangement
must satisfy specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the advance
election of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Section 409A of
the Code may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition
of a 20% penalty on the participant on such deferred amounts included in the participant’s income. It is intended
that awards under the 2020 incentive plan be structured in a manner that is designed to be exempt from or comply
with Section 409A of the Code.

NEW PLAN BENEFITS

Due to the nature of the 2020 incentive plan and the discretionary authority afforded the compensation committee
in connection with the administration thereof, we cannot determine or predict the value, number or type of awards to
be granted pursuant to the 2020 incentive plan.

Prior to the date of this proxy statement, we have not granted any awards under the 2020 incentive plan with
respect to shares of our common stock.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 21

VOTE AND RECOMMENDATION

Our board of directors unanimously recommends a vote
“FOR” the approval of the Qurate Retail, Inc. 2020 Omnibus
Incentive Plan.

22 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

PROPOSAL 4—THE SAY-ON-PAY PROPOSAL

We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of
our named executive officers as described below in accordance with Section 14A of the Securities Exchange Act of
1934, as amended (the Exchange Act). This advisory vote is often referred to as the “say-on-pay” vote and
allows our stockholders to express their views on the overall compensation paid to our named executive officers.
Our company values the views of our stockholders and is committed to the efficiency and effectiveness of our
company’s executive compensation program.

Our most recent advisory vote on the compensation of our named executive officers was held at our 2017 annual
meeting of stockholders on May 24, 2017, at which stockholders representing 88.8% of our aggregate voting power
present and entitled to vote on the say-on-pay proposal voted in favor of, on an advisory basis, our executive
compensation as disclosed in our proxy statement for our 2017 annual meeting of stockholders. Also at the 2017
annual meeting of stockholders, stockholders elected to hold a say-on-pay vote every three years and our board of
directors adopted this as the frequency at which future say-on-pay votes would be held. We currently expect that
our next advisory vote on executive compensation will be held in 2023.

We are seeking stockholder approval of the compensation of our named executive officers as disclosed in this
proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive
Compensation-Compensation Discussion and Analysis,” the compensation tables (including all related footnotes)
and any additional narrative discussion of compensation included herein. Stockholders are encouraged to read the
“Executive Compensation-Compensation Discussion and Analysis” section of this proxy statement, which provides
an overview of our company’s executive compensation policies and procedures and how they were applied for 2019.

In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a
matter of good corporate governance, our board of directors is asking stockholders to approve the following advisory
resolution at the 2020 annual meeting of stockholders:

RESOLVED, that the stockholders of Qurate Retail, Inc. hereby approve, on an advisory basis, the compensation
paid to our company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC,
including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion.

ADVISORY VOTE

Although this vote is advisory and non-binding on our board and our company, our board and the compensation
committee, which are responsible for designing and administering our company’s executive compensation program,
value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of
the vote when making future compensation policies and decisions for named executive officers.

VOTE AND RECOMMENDATION

This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives
the affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that
are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

Our board of directors unanimously recommends a vote
“FOR” the approval of the say-on-pay proposal.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 23

MANAGEMENT AND GOVERNANCE MATTERS

EXECUTIVE OFFICERS

The following lists the executive officers of our company (other than Michael A. George, our President and Chief
Executive Officer, and Gregory B. Maffei, our Chairman of the Board, each of whom also serve as directors of our
company and who are listed under “Proposals of Our Board—Proposal 1—The Election of Directors Proposal”), their
ages and a description of their business experience, including positions held with our company. All positions
referenced in the table below with our company include, where applicable, positions with our predecessors.

Name

Positions

Albert E. Rosenthaler
Age: 60

Brian J. Wendling
Age: 47

Renee L. Wilm
Age: 46

Mr. Rosenthaler has served as Chief Corporate Development Officer of our company, Liberty
Media, Liberty TripAdvisor and Liberty Broadband since October 2016 and GCI Liberty since
March 2018. He previously served as Chief Corporate Development Officer of Liberty Expedia
from October 2016 to July 2019 and Chief Tax Officer of our company, Liberty Media, Liberty
TripAdvisor and Liberty Broadband from January 2016 to September 2016 and Liberty Expedia
from March 2016 to September 2016. He previously served as a Senior Vice President of our
company from April 2002 to December 2015, Liberty Media (including its predecessor) from
May 2007 to December 2015, Liberty TripAdvisor from July 2013 to December 2015 and Liberty
Broadband from June 2014 to December 2015.

Mr. Wendling has served as the Chief Accounting Officer and Principal Financial Officer of our
company, Liberty Media, Liberty Broadband and GCI Liberty since January 2020 and July 2019,
respectively. He previously served as Senior Vice President and Controller of each of our
company, Liberty Media and Liberty Broadband from January 2016 to December 2019 and GCI
Liberty from March 2018 to December 2019. In addition, Mr. Wendling has served as a Senior
Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016, and he
previously served as Vice President and Controller of Liberty TripAdvisor from August 2014 to
December 2015. He previously served as Senior Vice President of Liberty Expedia from
March 2016 to July 2019, and Vice President and Controller of Liberty Media (including its
predecessor) from November 2011 to December 2015, Qurate Retail from November 2011 to
December 2015 and Liberty Broadband from October 2014 to December 2015. Prior thereto,
Mr. Wendling held various positions with Liberty Media and Qurate Retail and their
predecessors since 1999.

Ms. Wilm has served as Chief Legal Officer of our company, Liberty Media, Liberty TripAdvisor,
Liberty Broadband and GCI Liberty since September 2019. Previously, Ms. Wilm was a Senior
Partner with the law firm Baker Botts L.L.P., where she represented our company, Liberty
Media, Liberty TripAdvisor, Liberty Broadband and GCI Liberty, and their predecessors for over
twenty years, specializing in mergers and acquisitions, complex capital structures and
shareholder arrangements, as well as securities offerings and matters of corporate governance
and securities law compliance. At Baker Botts, Ms. Wilm was a member of the Executive
Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York
office.

Our executive officers will serve in such capacities until their respective successors have been duly elected and
have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family
relationship between any of our executive officers or directors, by blood, marriage or adoption other than Evan D.
Malone, who is the son of John C. Malone.

During the past ten years, none of our directors and executive officers has had any involvement in such legal
proceedings as would be material to an evaluation of his or her ability or integrity.

24 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

MANAGEMENT AND GOVERNANCE MATTERS

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than
ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with
the SEC.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those filed with the SEC and
written representations made to us by our executive officers and directors, we believe that, during the year ended
December 31, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than
ten-percent beneficial owners were met, with the exception of one Form 4 reporting three transactions by Brian J.
Wendling that was filed on an untimely basis.

CODE OF ETHICS

We have adopted a code of business conduct and ethics that applies to all of our employees, directors and officers,
which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of
business conduct and ethics is available on our website at www.qurateretail.com.

DIRECTOR INDEPENDENCE

It is our policy that a majority of the members of our board of directors be independent of our management. For a
director to be deemed independent, our board of directors must affirmatively determine that the director has no direct
or indirect material relationship with us. To assist our board of directors in determining which of our directors
qualify as independent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the
SEC, the nominating and corporate governance committee of our board of directors follows Nasdaq’s corporate
governance rules on the criteria for director independence.

Our board of directors has determined that each of Richard N. Barton, Fiona P. Dias, M. Ian G. Gilchrist, David E.
Rapley, Larry E. Romrell, Mark C. Vadon and Andrea L. Wong qualifies as an independent director of our company.

BOARD COMPOSITION

As described above under “Proposals of Our Board—Proposal 1—The Election of Directors Proposal,” our board is
comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications,
science and technology, venture capital, investment banking, auditing and financial engineering. Our board is also
chronologically diverse with our members’ ages spanning four decades. For more information on our policies with
respect to board candidates, see “—Committees of the Board of Directors—Nominating and Corporate Governance
Committee” below.

BOARD LEADERSHIP STRUCTURE

Our board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive
officer). Gregory B. Maffei holds the position of Chairman of the Board, leads our board and board meetings and
provides strategic guidance to our Chief Executive Officer. Michael A. George, our President, holds the position of
Chief Executive Officer, leads our management team and is responsible for driving the performance of our company.
We believe this division of responsibility effectively assists our board in fulfilling its duties.

BOARD ROLE IN RISK OVERSIGHT

The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the
relevant board committees. Our audit committee oversees management of financial risks and risks relating to
potential conflicts of interest. Our compensation committee oversees the management of risks relating to our
compensation arrangements with senior officers. Our nominating and corporate governance committee oversees
risks associated with the independence of the board. These committees then provide reports periodically to the full
board. The oversight responsibility of the board and its committees is enabled by management reporting processes
that are designed to provide visibility to the board about the identification, assessment, and management of critical
risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation,
legal and compliance, and other risks. Our management reporting processes include regular reports from our Chief
Executive Officer, which are prepared with input from our senior management team, and also include input from
our Internal Audit group.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 25

COMMITTEES OF THE BOARD OF DIRECTORS

Executive Committee

Our board of directors has established an executive committee, whose members are John C. Malone, Gregory B.
Maffei and Michael A. George. Except as specifically prohibited by the General Corporation Law of the State of
Delaware, the executive committee may exercise all the powers and authority of our board of directors in the
management of our business and affairs, including the power and authority to authorize the issuance of shares of
our capital stock.

Compensation Committee

Our board of directors has established a compensation committee, whose chairman is Larry E. Romrell and whose
other members are Mark C. Vadon and Andrea L. Wong. See “—Director Independence” above.

The compensation committee reviews and approves corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and our other executive officers. The compensation committee also reviews and
approves the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Accounting Officer, Principal
Financial Officer and Chief Corporate Development Officer, and oversees the compensation of the chief executive
officers of our operating subsidiaries. For a description of our processes and policies for consideration and
determination of executive compensation, including the role of our Chairman of the Board and outside consultants
in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—
Compensation Discussion and Analysis.” A subcommittee, whose members are Larry E. Romrell and Andrea L.
Wong, was formed in 2017 to review compensation matters for purposes of Section 16 of the Exchange Act and
Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).

Our board of directors has adopted a written charter for the compensation committee, which is available on our
website at www.qurateretail.com.

Compensation Committee Report

The compensation committee has reviewed and discussed with our management the “Compensation Discussion
and Analysis” included under “Executive Compensation” below. Based on such review and discussions, the
compensation committee recommended to our board of directors that the “Compensation Discussion and Analysis”
be included in this proxy statement.

Submitted by the Members of the Compensation Committee

Larry E. Romrell
Mark C. Vadon
Andrea L. Wong

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during 2019 is or has been an officer or employee of our company, or
has engaged in any related party transaction during 2019 in which our company was a participant.

Nominating and Corporate Governance Committee

Our board of directors has established a nominating and corporate governance committee, whose chairman is
David E. Rapley and whose other members are Richard N. Barton and Mark C. Vadon. See “—Director Independence”
above.

The nominating and corporate governance committee identifies individuals qualified to become board members
consistent with criteria established or approved by our board of directors from time to time, identifies director
nominees for upcoming annual meetings, develops corporate governance guidelines applicable to our company and
oversees the evaluation of our board and management.

Board Criteria. The nominating and corporate governance committee believes that nominees for director should
possess the highest personal and professional ethics, integrity, values and judgment and should be committed to
the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any
specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and

26 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

MANAGEMENT AND GOVERNANCE MATTERS

nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively
develop the company’s strategy and oversee management’s execution of that strategy. In the director candidate
identification and nomination process, our board seeks a breadth of experience from a variety of industries and from
professional disciplines, along with a diversity of gender, ethnicity, age and other characteristics. When evaluating
a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance
committee will take into account a number of factors, including, but not limited to, the following:

•

independence from management;

• his or her unique background, including education, professional experience, relevant skill sets and diversity of

gender, ethnicity, age and other characteristics;

•

judgment, skill, integrity and reputation;

• existing commitments to other businesses as a director, executive or owner;

• personal conflicts of interest, if any; and

•

the size and composition of the existing board of directors, including whether the potential director nominee
would positively impact the composition of the board by bringing a new perspective or viewpoint to the board of
directors.

The nominating and corporate governance committee does not assign specific weights to particular criteria and no
particular criterion is necessarily applicable to all prospective nominees.

Director Candidate Identification Process. The nominating and corporate governance committee will consider
candidates for director recommended by any stockholder provided that such recommendations are properly
submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the
recommendation in writing to the Corporate Secretary, Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood,
Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under
“Stockholder Proposals” below, and contain the following information:

•

the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the
nomination is being made, and documentation indicating the number of shares of our common stock owned
beneficially and of record by such person and the holder or holders of record of those shares, together with a
statement that the proposing stockholder is recommending a candidate for nomination as a director;

the candidate’s name, age, business and residence addresses, principal occupation or employment, business
experience, educational background and any other information relevant in light of the factors considered by the
nominating and corporate governance committee in making a determination of a candidate’s qualifications,
as described below;

• a statement detailing any relationship, arrangement or understanding between the proposing stockholder
and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the
proposing stockholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of
the Exchange Act) of such proposing stockholder(s) or beneficial owner (each a Proposing Person);

• a statement detailing any relationship, arrangement or understanding that might affect the independence of

the candidate as a member of our board of directors;

• any other information that would be required under SEC rules in a proxy statement soliciting proxies for the

election of such candidate as a director;

• a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any

proxy materials or otherwise solicit proxies in support of the director nominee;

• a representation by each Proposing Person who is a holder of record of our common stock as to whether the
notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of
shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder
of record is entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at
the annual stockholders meeting at which the person named in such notice is to stand for election;

• a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated

and elected;

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 27

• a representation as to whether the Proposing Person has received any financial assistance, funding or other

consideration from any other person regarding the nomination (a Stockholder Associated Person) (including
the details of such assistance, funding or consideration); and

• a representation as to whether and the extent to which any hedging, derivative or other transaction has been

entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing
Person, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the
effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or
increase or decrease the voting power of, the Proposing Person, its nominee, or any such Stockholder
Associated Person.

In connection with its evaluation, the nominating and corporate governance committee may request additional
information from the proposing stockholder and the candidate. The nominating and corporate governance committee
has sole discretion to decide which individuals to recommend for nomination as directors.

When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions
from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a
prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes
the candidate might be suitable to be a director. The nominating and corporate governance committee may also
ask the candidate to meet with management. If the nominating and corporate governance committee believes a
candidate would be a valuable addition to our board of directors, it may recommend to the full board that candidate’s
nomination and election.

Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and
corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the
board of directors and its committees and the director’s formal and informal contributions to the various activities
conducted by the board and the board committees of which such individual is a member.

The members of our nominating and corporate governance committee have determined that Ms. Dias and Messrs.
Malone, Rapley and Romrell, who are nominated for election at the annual meeting, continue to be qualified to
serve as directors of our company and such nominations were approved by the entire board of directors.

Our board of directors has adopted a written charter for the nominating and corporate governance committee. Our
board of directors has also adopted corporate governance guidelines, which were developed by the nominating and
corporate governance committee. The charter and the corporate governance guidelines are available on our
website at www.qurateretail.com.

Audit Committee

Our board of directors has established an audit committee, whose chairman is M. Ian G. Gilchrist and whose other
members are David E. Rapley and Larry E. Romrell. See “—Director Independence” above.

Our board of directors has determined that Mr. Gilchrist is our company’s “audit committee financial expert” under
applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and
the internal and external audits of our company. The committee’s functions include, among other things:

• appointing or replacing our independent auditors;

•

reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of
our audits with our independent auditors;

reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;

reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;

reviewing our management’s procedures and policies relating to the adequacy of our internal accounting
controls and compliance with applicable laws relating to accounting practices;

• confirming compliance with applicable SEC and stock exchange rules; and

• preparing a report for our annual proxy statement.

Our board of directors has adopted a written charter for the audit committee, which is available on our website at
www.qurateretail.com.

28 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

MANAGEMENT AND GOVERNANCE MATTERS

Audit Committee Report

Each member of the audit committee is an independent director as determined by our board of directors, based on
the listing standards of Nasdaq. Each member of the audit committee also satisfies the SEC’s independence
requirements for members of audit committees. Our board of directors has determined that Mr. Gilchrist is an “audit
committee financial expert” under applicable SEC rules and regulations.

The audit committee reviews our financial reporting process on behalf of our board of directors. Management has
primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements
and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions
on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles.
Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial
reporting.

Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited
consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control
over financial reporting and KPMG LLP’s evaluation of the effectiveness of our internal control over financial
reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the
applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC, including
that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.

KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable
requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning
independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company
and its subsidiaries.

Based on the reviews, discussions and other considerations referred to above, our audit committee recommended
to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the
year ended December 31, 2019 (the 2019 Form 10-K), which was filed on February 26, 2020 with the SEC.

Submitted by the Members of the Audit Committee

M. Ian G. Gilchrist
David E. Rapley
Larry E. Romrell

Other

Our board of directors, by resolution, may from time to time establish other committees of our board of directors,
consisting of one or more of our directors. Any committee so established will have the powers delegated to it by
resolution of our board of directors, subject to applicable law.

BOARD MEETINGS

During 2019, there were five meetings of our full board of directors, no meetings of our executive committee, eight
meetings of our compensation committee, one meeting of our nominating and corporate governance committee and
nine meetings of our audit committee.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

Our board of directors encourages all members of the board to attend each annual meeting of our stockholders.
Nine of our eleven directors attended our 2019 annual meeting of stockholders.

STOCKHOLDER COMMUNICATION WITH DIRECTORS

Our stockholders may send communications to our board of directors or to individual directors by mail addressed to
the Board of Directors or to an individual director c/o Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood,
Colorado 80112. All such communications from stockholders will be forwarded to our directors on a timely basis.

EXECUTIVE SESSIONS

In 2019, the independent directors of our company, then serving, met at four executive sessions without management
participation.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 29

Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent
directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent
Directors of Qurate Retail, Inc., c/o Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112.
The current independent directors of our company are Richard N. Barton, Fiona P. Dias, M. Ian G. Gilchrist, David E.
Rapley, Larry E. Romrell, Mark C. Vadon and Andrea L. Wong.

HEDGING DISCLOSURE

We do not have any practices or policies regarding the ability of our employees (including officers) or directors, or
any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps,
collars, and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge
or offset, any decrease in the market value of our equity securities.

30 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

This section sets forth information relating to, and an analysis and discussion of, compensation paid by our
company to the following persons (who we collectively refer to as our named executive officers):

• Gregory B. Maffei, our Chairman of the Board;

• Michael A. George, our Chief Executive Officer and President;

• Brian J. Wendling, our Chief Accounting Officer and Principal Financial Officer;

• Albert E. Rosenthaler, our Chief Corporate Development Officer;

• Renee L. Wilm, our Chief Legal Officer; and

• Mark D. Carleton, our Senior Advisor and former Chief Financial Officer.

Mr. Carleton served as our Chief Financial Officer until July 1, 2019, on which date he became Senior Advisor of
our company, and Mr. Wendling, who has been Senior Vice President and Controller of our company since
January 2016, was promoted to Principal Financial Officer on July 1, 2019. Effective September 23, 2019, our
former Chief Legal Officer and Chief Administrative Officer, Richard N. Baer resigned and Ms. Wilm assumed the
role of Chief Legal Officer of our company. Effective January 1, 2020, Mr. Wendling was appointed Chief Accounting
Officer in addition to Principal Financial Officer of our company.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Overview

Our compensation committee of our board of directors has responsibility for establishing, implementing and
regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the
named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our
executives to increase long-term stockholder value. To that end, the compensation packages provided to the named
executive officers include significant performance-based bonuses and significant equity incentive awards, including
equity awards that vest many years after initial grant.

Our compensation committee seeks to approve a compensation package for each named executive officer that is
commensurate with the responsibilities and proven or expected performance of that executive and that is competitive
relative to the compensation packages paid to similarly situated executives in other companies. Our compensation
committee does not engage in any regular benchmarking analysis; rather, it is familiar with the range of total
compensation paid by other companies and periodically reviews survey information provided by Mercer (US) Inc.
(Mercer), Frederic W. Cook & Co., Inc. (FW Cook) and others. Our compensation committee uses this range and
survey data as a guide to ensure that the named executive officers receive attractive compensation packages. Our
compensation committee believes that our compensation packages should assist our company in attracting and
retaining key executives critical to our long-term success.

Our feedback from stockholders on this pay philosophy has been positive. At our 2017 annual stockholder meeting,
stockholders representing 88.8% of the aggregate voting power of Qurate Retail present and entitled to vote on
our say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation disclosed in our proxy
statement for the 2017 annual meeting of stockholders. No material changes were implemented to our executive
compensation program as a result of this vote. At our 2017 annual stockholder meeting, stockholders elected to
hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future
say-on-pay votes would be held. At our 2020 annual stockholder meeting, we are submitting for stockholder
consideration a stockholder vote to approve, on an advisory basis, our executive compensation. See “Proposals of
Our Board—Proposal 4—The Say-On-Pay Proposal.”

Services Agreement

In September 2011, we entered into a services agreement with our former subsidiary (the services agreement),
which agreement was assumed in January 2013 by its former subsidiary, then-known as Liberty Spinco, Inc. (currently
known as Liberty Media). Pursuant to the services agreement, in 2019, we reimbursed Liberty Media for the
portion of the base salary and certain other compensation Liberty Media paid to our employees that was allocable
to us for estimated time spent by each such employee related to our company. In 2019, we did not reimburse Liberty
Media for time spent by Mr. Maffei on Qurate Retail matters. Rather, we paid Mr. Maffei directly pursuant to his

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 31

employment agreement with our company. All of Mr. George’s compensation was paid by QVC, and none of his
time was allocated to Liberty Media because Mr. George did not provide any services to Liberty Media in 2019. The
2019 performance-based bonuses earned by the named executive officers of our company were paid directly by
our company. During 2019, the estimate of the allocable percentages of time spent performing services for Liberty
Media, on the one hand, and our company, on the other hand, were reviewed quarterly by our audit committee for
appropriateness. The salaries, performance-based bonuses and certain perquisite information included in the
“Summary Compensation Table” below (other than with respect to Mr. George, whose cash compensation is paid
directly by QVC) include the portion of the compensation allocable to our company and for which we reimbursed
Liberty Media and do not include the portion of the compensation allocable to Liberty Media. During the year ended
December 31, 2019, the weighted average percentage of each such named executive officer’s time that was
allocated to our company was: Mr. Wendling—19%; Mr. Rosenthaler—22%; Ms. Wilm—10%; and Mr. Carleton—
25%.

In December 2019, we entered into an amendment to the services agreement with Liberty Media (the amended
services agreement) in connection with Liberty Media entering into a new employment arrangement with Mr. Maffei
(the 2019 Maffei Employment Agreement). Under the amended services agreement, beginning in 2020, our
company will establish, and pay or grant directly to Mr. Maffei, our allocable portion of his annual performance-
based cash bonus, his annual equity-based awards and his upfront awards, and we will reimburse Liberty Media for
our allocable portion (currently 19%) of the other components of Mr. Maffei’s compensation, as described in more
detail below in “—Changes for 2020—Amendment to Services Agreement in Connection with 2019 Maffei Employment
Agreement”.

Role of Independent Compensation Consultant

Prior to entering into the amended services agreement with Liberty Media in connection with the 2019 Maffei
Employment Agreement, our compensation committee engaged FW Cook, an independent and experienced
compensation consultant, to assist in determining the reasonableness of compensation to be allocated to our
company under the amendment to the services agreement.

In order to assess the reasonableness of compensation, FW Cook evaluated the market value of Mr. Maffei’s role
at our company and the proposed allocation to our company under the service arrangement. Given the unique nature
of Mr. Maffei’s role at our company, FW Cook evaluated the market value of the executive job at our company
through two different lenses: Chairman of the Board and managing partner of a private equity firm.

In assessing the reasonableness of pay as Chairman of the Board, FW Cook and the compensation committee
reviewed pay data for companies comparable to ours, including companies in the retail industry, and companies with
which we may compete for executive talent and stockholder investment and also included companies in those
industries that are similar to our company in size, geographic location or complexity of operations. In assessing the
reasonableness of pay as a managing partner of a private equity firm, FW Cook and the compensation committee
reviewed survey data regarding the compensation of private equity professionals.

Setting Executive Compensation

In making its compensation decision for each named executive officer, our compensation committee considers the
following:

• each element of the named executive officer’s compensation, including salary, performance-based bonus,

equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;

•

the financial performance of our company compared to internal forecasts and budgets;

the scope of the named executive officer’s responsibilities;

the competitive nature of the compensation packages offered based on general industry knowledge of the
media, telecommunications and entertainment industries and periodic use of survey information provided by
Mercer, FW Cook and others; and

•

the performance of the group reporting to the named executive officer.

In addition, when setting compensation, our compensation committee considers the recommendations obtained
from Mr. Maffei as to all elements of the compensation packages of Messrs. George, Wendling, Rosenthaler and
Carleton and Ms. Wilm. To make these recommendations, Mr. Maffei evaluates the performance and contributions of

32 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

each such named executive officer. He also considers whether the pay packages afforded to such named executive
officers are competitive and are aligned internally. He also evaluates the named executive officer’s performance
against individual, department and corporate goals.

In December 2014, our compensation committee approved a five-year employment agreement with Mr. Maffei (as
amended, the 2014 Maffei Employment Agreement), which established his compensation for the term of the
agreement. See “—Executive Compensation Arrangements—Gregory B. Maffei” below. Prior to entering into the 2014
Maffei Employment Agreement, our compensation committee reviewed information from Mercer with respect to
chief executive officer compensation packages at e-commerce and brick and mortar retailers, television shopping
networks, and entertainment, media, communications and travel companies and discussed this comparative
information and alternative equity award structures with Mercer.

In connection with the closing on March 9, 2018 of a series of transactions that effected (i) the acquisition and split-
off of GCI Liberty and (ii) the redemption of Qurate Retail’s Liberty Ventures common stock in exchange for
shares of GCI Liberty common stock (leaving QRTEA and QRTEB the only outstanding stock of Qurate Retail) (the
Transactions), Mr. Maffei was appointed as the Chairman of the Board of our company. At the same time,
Mr. George was appointed as Chief Executive Officer and President of our company. In connection with Mr. Maffei’s
change in role, our company and Mr. Maffei executed an amendment to the 2014 Maffei Employment Agreement
to reflect the change in role from Chief Executive Officer and President to Chairman of the Board and to reflect the
changes in our equity securities after the Transactions. Pursuant to the amendment, Mr. Maffei agreed that the change
in role would not constitute a good reason termination under the 2014 Maffei Employment Agreement.

In December 2019, our compensation committee approved the amended services agreement, reimbursed Liberty
Media for our allocable portion of his cash commitment bonus and granted equity awards in connection with the
execution of the amended services agreement. See “—Changes for 2020—Amendment to Services Agreement in
Connection with 2019 Maffei Employment Agreement” below. Prior to entering into the amended services agreement
with Liberty Media, our compensation committee reviewed information from FW Cook with respect to Chairman of the
Board compensation packages at the types of companies described above (retail companies).

In September 2015, our compensation committee approved a new five-year employment agreement with Mr. George
(the George Employment Agreement) and granted equity awards in connection with the execution of the George
Employment Agreement. See “—Executive Compensation Arrangements—Michael A. George—2015 Term Options”
and “—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Annual Performance
Awards—QVC CEO RSUs” below. Prior to entering into the George Employment Agreement, our compensation
committee considered the recommendation of Mr. Maffei with respect to Mr. George’s compensation package. When
considering Mr. Maffei’s recommendations concerning Mr. George’s compensation, our compensation committee
reviewed compensation data from companies similar to QVC, which was compiled by Mercer, as a reference point for
the proposed new compensation arrangement. Based on this review, our compensation committee determined to
confirm and approve the proposed arrangement. In addition, in connection with granting the New CEO Term Options
and New CEO Performance RSUs (each as defined below) to Mr. George, the compensation committee and
Mr. Maffei reviewed a compensation study prepared by Mercer that reviewed the compensation paid to CEOs of
comparable retailers and e-commerce companies. See “—Elements of 2019 Executive Compensation—Equity
Incentive Compensation—Annual Performance Awards—New Qurate Retail CEO Awards” below.

Elements of 2019 Executive Compensation

For 2019, the principal components of compensation for the named executive officers were:

• base salary;

• a performance-based bonus, payable in cash;

•

in Mr. Maffei’s case a one-time cash commitment bonus and an upfront award of stock options in connection
with the entry into the 2019 Maffei Employment Agreement;

time-vested stock options and performance-based restricted stock units (RSUs); and

• perquisites and other limited personal benefits.

Base Salary

Our compensation committee believes base salary should be a relatively smaller portion of each named executive
officer’s overall compensation package, allowing for a greater portion to be performance based, thereby aligning the

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 33

interests of our executives more closely with those of our stockholders. The base salaries of the named executive
officers are reviewed on an annual basis (other than Mr. Maffei’s base salary, the increases of which are governed by
his employment agreement), as well as at the time of any change in responsibilities. Typically, after establishing a
named executive officer’s base salary, salary increases are limited to cost-of-living adjustments, adjustments based
on changes in the scope of the named executive officer’s responsibilities, and adjustments to align the named
executive officer’s salary level with those of our other named executive officers. After completion of the annual review
in December 2018, the 2019 base salaries of Messrs. Wendling, Rosenthaler and Carleton were increased by 2%,
reflecting a cost-of-living adjustment. Mr. Wendling’s salary was further increased by 25% effective July 1, 2019 in light
of his promotion to our Principal Financial Officer, and at the same time, Mr. Carleton’s salary was decreased by
50% in light of his change in responsibilities from our Chief Financial Officer to a Senior Advisor. Our compensation
committee determined Ms. Wilm’s 2019 base salary after considering the scope of her responsibilities as our
Chief Legal Officer and the deep knowledge of our company that she gained by representing us as our (and our
predecessors’) outside counsel for more than 20 years. In 2019, Mr. Maffei received the 5% base salary increase
prescribed by the 2014 Maffei Employment Agreement. Mr. George’s base salary has remained at the initial amount
fixed in the George Employment Agreement.

2019 Performance-based Bonuses

Qurate Retail Awards—Overview. For 2019, our compensation committee adopted an annual, performance-
based bonus program for each of Messrs. Maffei, Rosenthaler and Carleton. Mr. George participated in a separate
performance-based bonus program, described under “—QVC Bonus Award” below. While Mr. Carleton’s tenure
as our Chief Financial Officer ended on July 1, 2019, he remained an employee of our company through December 31,
2019 and was eligible to earn a cash bonus under the performance-based bonus program based on the aggregate
annual base salary he received during 2019. Upon Mr. Wendling’s mid-year promotion and Ms. Wilm’s mid-year
hire, they each became eligible to receive a performance-based bonus based generally on the same bonus program
criteria as the other named executive officers. The 2019 bonus program was comprised of two components: a
bonus amount payable based on each participant’s individual performance (the Individual Performance Bonus)
and a bonus amount payable based on the corporate performance of our company (the Corporate Performance
Bonus).

In order for Messrs. Maffei, Rosenthaler and Carleton to be eligible to receive a bonus under our 2019 bonus
program, a minimum corporate performance needed to be achieved: the combined Adjusted OIBDA of QVC,
Cornerstone Brands, Inc. and zulily (collectively, the Operating Companies) for the year ended December 31, 2019
was required to exceed $750 million (the Bonus Threshold). If the Bonus Threshold was met, their notional
bonus pool for our company would be funded with 0.58% of the amount by which such combined Adjusted OIBDA
exceeded $750 million (the Cash Bonus Pool). If the Cash Bonus Pool was insufficient to cover the aggregate
maximum bonus amount, their respective maximum bonus amounts would be reduced pro rata, for all purposes
under the program. For purposes of the bonus program, Adjusted OIBDA is defined as revenue less cost of sales,
operating expense and selling, general and administrative expense (excluding stock compensation). The bonuses of
Mr. Wendling and Ms. Wilm were not subject to the Cash Bonus Pool funding criteria given their respective mid-
year promotion and mid-year hire.

At the beginning of the year, each of Messrs. Maffei, Rosenthaler and Carleton were assigned a maximum bonus
under the performance-based bonus program for each of Qurate Retail and Liberty Media. The maximum bonuses
for the Qurate Retail program were as follows: Mr. Maffei—$5,838,990; Mr. Rosenthaler—$929,087; and
Mr. Carleton (as adjusted to reflect the decrease to his base salary in connection with his assumption of the Senior
Advisor role on July 1, 2019)—$696,815. The maximum bonuses of each of Messrs. Maffei, Rosenthaler and Carleton
could be paid only if the Bonus Threshold was met and the Cash Bonus Pool supported such payments.
Mr. Wendling and Ms. Wilm’s maximum bonuses were assigned to them in connection with their respective mid-year
promotion and mid-year hire (each participant’s Qurate Retail Maximum Performance Bonus). Liberty Media
also established maximum performance-based bonuses for our participants as follows: Mr. Maffei—$8,758,485,
Mr. Rosenthaler—$1,393,631, and Mr. Carleton (as adjusted to reflect the decrease to his base salary in connection
with his assumption of the Senior Advisor role on July 1, 2019)—$1,045,223.

Mr. Maffei’s Qurate Retail Maximum Performance Bonus was set at five times the base salary paid by our company,
which is consistent with the terms of the 2014 Maffei Employment Agreement. It was determined that the Qurate
Retail Maximum Performance Bonus would be up to 148% of base pay for Mr. Wendling, up to 200% of base pay for
Messrs. Rosenthaler and Carleton, and up to 150% of base pay for Ms. Wilm. The bonus maximums were
established by the compensation committee in March 2019 for Messrs. Maffei, Rosenthaler and Carleton, and the

34 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

limits for Mr. Wendling and Ms. Wilm were determined by Mr. Maffei at the time of Mr. Wendling’s promotion and
Ms. Wilm’s hire, respectively, and reviewed by the compensation committee at the end of the year in connection with
determining the performance-based bonus payouts. In addition, the maximum bonus opportunities in dollars for
Messrs. Carleton and Wendling were pro-rated based on their change in responsibilities and base pay during the
year, while the maximum bonus opportunity for Ms. Wilm was pro-rated based on her hire date.

Subject to the achievement of the Bonus Threshold, with respect to Messrs. Maffei, Rosenthaler and Carleton (and
after taking into account any reductions associated with a shortfall in the Cash Bonus Pool with respect to Messrs.
Maffei, Rosenthaler and Carleton), each participant was entitled to receive from our company an amount (the Qurate
Maximum Individual Bonus) equal to 60% of the Qurate Retail Maximum Performance Bonus for that participant.
The Qurate Retail Maximum Individual Bonus was subject to reduction based on a determination of the
participant’s achievement of qualitative criteria established with respect to the services to be performed by the
participant on behalf of our company. Under Liberty Media’s corollary program, each participant was entitled to
receive from Liberty Media a maximum individual bonus, equal to 60% of his or her Liberty Media maximum
performance bonus, subject to reduction based on a determination of the participant’s achievement of qualitative
criteria established with respect to the services to be performed by the participant on behalf of Liberty Media. Our
compensation committee believes this construct was appropriate in light of the services agreement and the fact that
each participant splits his or her professional time and duties.

Also, subject to the achievement of the Bonus Threshold, with respect to Messrs. Maffei, Rosenthaler and Carleton
(and after taking into account any reductions associated with a shortfall in the Cash Bonus Pool with respect to
Messrs. Maffei, Rosenthaler and Carleton), each participant was entitled to receive from our company an amount
(the Qurate Retail Maximum Corporate Bonus) equal to 40% of his or her Qurate Retail Maximum Performance
Bonus, subject to reduction based on a determination of the corporate performance of our company. Liberty Media
has a corollary program pursuant to which each participant was entitled to receive from Liberty Media a bonus
that is 40% of the Liberty Media maximum bonus, which was subject to reduction based on a determination of the
corporate performance of Liberty Media.

In December 2019, our compensation committee and the Liberty Media compensation committee reviewed
contemporaneously our respective named executive officers’ performance under each company’s program.
Notwithstanding this joint effort, our compensation committee retained sole and exclusive discretion with respect to
the approval of award terms and amounts payable under our bonus program.

Also, in December 2019, our compensation committee determined that the combined Adjusted OIBDA for the
Operating Companies was approximately $2,063 million using the formula described above, exceeding the Bonus
Threshold by approximately $1,313 million, thereby creating a notional Cash Bonus Pool of approximately
$7.615 million, which was $1.039 million (or 12%) lower than the amount necessary to cover the aggregate maximum
bonus amounts of Messrs. Maffei, Rosenthaler and Carleton. As a result of the shortfall in the Cash Bonus Pool,
the maximum bonus amounts under the performance-based bonus program for each of Messrs. Maffei, Rosenthaler
and Carleton were reduced by 12% to the following amounts: Mr. Maffei—$5,138,311, Mr. Rosenthaler—$817,597
and Mr. Carleton—$613,197.

Individual Performance Bonus. Our compensation committee then reviewed the individual performance of each
participant to determine the reductions that would apply to each participant’s Qurate Retail Maximum Individual
Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight
to any single performance measure. This determination was based on reports of our board, the observations of
committee members throughout the year, executive self-evaluations and, with respect to the participants other than
Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for
determining the reduction that would apply to each named executive officer’s Qurate Retail Maximum Individual
Bonus, the following performance objectives related to our company which had been assigned to each participant for
2019 were considered:

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 35

Individual

Performance Objectives

Gregory B. Maffei

• Provide leadership to new Qurate Retail Group to drive strategies, improve brand and increase

shareholder value

• Assess capital allocation strategies and capital structure

• Assist with hiring of senior officers at QVC

• Monitor cost synergies against plan

• Pursue additional capital funding strategies, particularly permanent capital alternatives

• Support development and goals of management team; conduct succession planning at all

levels

Brian J. Wendling

• Ensure timely and accurate internal and external financial reports

• Continued development and training of accounting, reporting and internal audit staff

• Assist other executives in accounting and financial related due diligence on potential

acquisition targets

Albert E. Rosenthaler

• Assist treasury and management on evaluation of capital structures and capital allocation
• Evaluate potential merger, acquisition and strategic investment opportunities

• Assess capital structure and assist treasury with the execution of debt-related transactions

Renee L. Wilm

• Continue oversight of tax and corporate development departments
• Oversee enhanced risk management and compliance efforts

Mark D. Carleton

• Negotiate executive employment arrangements

• Provide support to legal departments of subsidiaries and controlled companies

• Provide legal support to treasury and management on evaluation of capital structures and

capital allocation

• Manage succession planning at our company
• Actively manage Qurate Retail’s interest in QVC, including assisting with corporate

development opportunities and assisting with integration of Qurate Retail subsidiaries

• Support the accounting department to maintain timely and accurate internal and external

financial reports

• Participate in rationalization efforts pertaining to equity affiliate investments

Following a review of the participants’ performance and a review of the time allocated to matters for our company,
our compensation committee determined to pay each participant the following portion of his or her Qurate Retail
Maximum Individual Bonus:

Name

Gregory B. Maffei

Brian J. Wendling

Albert E. Rosenthaler

Renee L. Wilm

Mark D. Carleton

Qurate Retail
Maximum
Individual Bonus

$1,191,154

75,579

$ 245,279

24,478

$ 209,045

Percentage
Payable

Aggregate
Dollar Amount

84.38%

81.25%

87.50%

62.50%

$1,005,096

61,408

$ 199,289

21,418

$ 130,653

36 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

Corporate Performance Bonus. Our compensation committee then made a determination as to the reductions
that would apply to each participant’s Qurate Retail Maximum Corporate Bonus. In making this determination, our
compensation committee reviewed forecasts of 2019 Adjusted OIBDA, revenue and free cash flow (as defined below)
for the Operating Companies, all of which forecasts were prepared in December 2019 and are set forth in the
table below. Also set forth in the table below are the corresponding actual financial measures achieved for 2019.
Although forecasted Adjusted OIBDA and free cash flow deviated from the actual result, neither deviation would have
materially affected the amounts paid under the corporate performance bonus portion of the program.

Revenue(1)
Adjusted OIBDA(1)
Free Cash Flow(1)(2)

(dollar amounts in millions)

2019 Forecast

2019 Actual

$13,538.6
$ 2,120.1
$ 1,038.0

$13,527.0
$ 2,072.7
$ 1,084.0

Actual/
Forecast

(0.1%)
(2.2%)
4.4%

(1) Revenue, Adjusted OIBDA and Free Cash Flow information represent the summation for QVC and Operating Companies. All

calculations were done on a constant currency basis.

(2) Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items on a constant currency

basis.

In determining whether any reductions would be made to the Qurate Retail Maximum Corporate Bonus payable to
each participant, our compensation committee weighted the corporate performance metrics as follows: 25%
attributable to revenue growth, 50% attributable to Adjusted OIBDA growth and 25% attributable to free cash flow in
comparison to budget.

Based on a review of the above forecasts and our compensation committee’s consideration of our company’s
performance against plan for these measures, our compensation committee determined that the growth metrics
were achieved to the extent described below:

Growth Factor

Revenue
Adjusted OIBDA
Free Cash Flow

Qurate Retail

0% of a possible 25%
0% of a possible 50%
0% of a possible 25%

Our compensation committee then translated the achievement of these growth metrics into a percentage payable
to each participant of his or her Qurate Retail Maximum Corporate Bonus, as follows:

Name

Gregory B. Maffei

Brian J. Wendling

Albert E. Rosenthaler

Renee L. Wilm

Mark D. Carleton

Qurate Retail
Maximum
Corporate
Bonus

$640,467

$ 36,360

$101,910

$ 22,375

$ 76,432

Percentage
Payable

Aggregate
Dollar Amount

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 37

Aggregate Results. The following table presents information concerning the aggregate 2019 performance-based
bonus amounts payable to each named executive officer by our company (other than Mr. George), after giving effect
to the determinations described above.

Name

Gregory B. Maffei

Brian J. Wendling

Albert E. Rosenthaler

Renee L. Wilm

Mark D. Carleton

Individual
Performance
Bonus

Corporate
Performance
Bonus

$1,005,096

61,408

$ 199,289

21,418

$ 130,653

Total
Bonus

$1,005,096

61,408

$ 199,289

21,418

$ 130,653

Our compensation committee then noted that, when combined with the total 2019 performance-based bonus
amounts paid by Liberty Media to the overlapping named executive officers, each of our named executive officers
received the following payments:

Name

Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Mark D. Carleton

Combined Performance Bonus

$9,439,212
$ 523,423
$1,467,050
$ 337,394
$ 943,503

For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.

QVC Bonus Award. Mr. George’s 2019 performance-based bonus was structured to align with the 2019
performance-based bonus program established at QVC for QVC senior global officers. Pursuant to the program,
Mr. George would be paid a cash bonus based upon 2019 Adjusted OIBDA performance on a constant currency basis.
His target bonus amount would be 100% of his base salary as required by the terms of his employment agreement
and his maximum bonus amount would be 240% of his base salary.

For any bonus to be paid, 2019 Adjusted OIBDA would need to equal or exceed $2,173.6 million. If 2019 Adjusted
OIBDA equaled or exceeded $2,173.6 million, then Mr. George would be eligible to receive a maximum bonus of 240%
of his base salary, subject to reduction in the discretion of our compensation committee based on 2019 Adjusted
OIBDA performance and individual performance, among other things. 2019 Adjusted OIBDA was $2,072.7 million,
which was less than the threshold for receiving a bonus payment. As a result, our compensation committee did not
award Mr. George a bonus for performance in 2019.

Cash Commitment Bonus

In connection with entering into the 2019 Maffei Employment Agreement, in December 2019, Mr. Maffei was paid by
Liberty Media a one-time cash commitment bonus of $5 million, of which $950,000 (or 19%) was allocated to, and
reimbursed by, our company. The “Summary Compensation Table” below reflects only the portion of this one-time
commitment bonus that was allocated to our company.

Equity Incentive Compensation

The Qurate Retail, Inc. 2016 Omnibus Incentive Plan, as amended (the 2016 incentive plan) provides, and prior to
their expiration, the Liberty Interactive Corporation 2012 Incentive Plan and the Liberty Interactive Corporation
2010 Incentive Plan (As Amended and Restated Effective November 7, 2011) (each as amended) provided, for the
grant of a variety of incentive awards, including stock options, restricted shares, RSUs, stock appreciation rights and
performance awards. Our compensation committee has a preference for grants of stock-based incentive awards
(RSUs, restricted stock and options) as compared with cash incentive awards based on the belief that they better
promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy
of our compensation committee that stock options be awarded with an exercise price equal to fair market value on
the date of grant, typically measured by reference to the closing price on the grant date. If the 2020 incentive plan is

38 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

approved, it will be the only incentive plan under which awards will be made, and no additional awards will be made
under the 2016 incentive plan. In the past, our company was not allocated any portion of the costs of the named
executive officers’ (other than Mr. George) equity awards. After the closing of the Transactions, Liberty Media’s
compensation committee reviewed this practice and determined that it would be appropriate to request each of the
Service Companies to grant a portion of the equity awards granted to our named executive officers other than
Mr. George, who receives equity awards from our company only. Liberty Media’s compensation committee determined
to allocate to each of our company, Liberty Broadband, Liberty TripAdvisor and GCI Liberty, a proportionate share
of the aggregate equity grant value given to each named executive officer other than Mr. George based 50% on
relative market capitalization and 50% on relative time spent by Liberty Media’s employees working for such
issuer.

Maffei Performance-based Equity Awards. In December 2014, we entered into the 2014 Maffei Employment
Agreement which provided Mr. Maffei with the opportunity to earn annual equity incentive awards during the
employment term. See “—Executive Compensation Arrangements—Gregory B. Maffei” for additional information
about the annual awards provided under the 2014 Maffei Employment Agreement.

The 2014 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from our company and
Liberty Media in 2019 a combined target value equity award of $20 million and contemplated that the equity awards
would be structured to qualify as performance-based compensation under Section 162(m) of the Code. The 2014
Maffei Employment Agreement contemplated that the $20 million equity award would be divided between our company
and Liberty Media according to relative market capitalization. However, in 2019, the $20 million of equity awards
was granted across Liberty Media, Liberty TripAdvisor, Liberty Broadband, GCI Liberty and our company based on
two factors, each weighted 50%: (i) the relative market capitalization of each series of common stock of each company
and (ii) the percentage allocation of time for all Liberty Media employees across all companies. The goal of this
structure was to align the interests of Mr. Maffei with those of the stockholders of each company and to incentivize
Mr. Maffei toward the completion of each company’s strategic initiatives. Mr. Maffei was also eligible to receive above-
target equity awards from our company and Liberty Media equaling in the aggregate $10 million (split by relative
market capitalization) that would be granted at the end of the performance period in each compensation committee’s
sole discretion. The 2014 Maffei Employment Agreement also set forth provisions for determining and establishing
any performance criteria for equity awards.

In 2019, our compensation committee, with the consent of Mr. Maffei, decided to grant performance-based RSUs
that the parties agreed were in satisfaction of our obligations under the 2014 Maffei Employment Agreement. Our
compensation committee believed that Mr. Maffei’s RSU grants should be subject to performance metrics that
incentivize and reward Mr. Maffei for successful completion of our company’s strategic initiatives. Our compensation
committee determined to grant 21% of the total award value of $20 million in QRTEB awards based 50% on the
relative market capitalization of our stock and 50% on time allocation across Liberty Media, GCI Liberty, Liberty
Broadband, Liberty TripAdvisor and our company.

As a result, our compensation committee granted to Mr. Maffei 194,175 QRTEB performance-based RSUs (the
2019 Maffei RSUs). Our compensation committee granted to Mr. Maffei the 2019 Maffei RSUs on March 6, 2019.
Our compensation committee adopted an annual, performance-based program for payment of the 2019 Maffei RSUs.
None of the 2019 Maffei RSUs would vest unless a minimum corporate performance was achieved: the combined
Adjusted OIBDA of the Operating Companies for the year ended December 31, 2019 was required to exceed
$750 million (the Maffei RSU Threshold). If the Maffei RSU Threshold was met, the notional pool for payment of
the 2019 Maffei RSUs would be funded with 0.45% of the amount by which such combined Adjusted OIBDA exceeded
$750 million (the Maffei RSU pool). A maximum payout equal to 1.5 times the target number of 2019 Maffei
RSUs or $6.3 million of grant value was established.

For purposes of the Maffei RSU pool, Adjusted OIBDA was defined in the same manner as the cash performance
bonus program. See “—2019 Performance-based Bonuses—Liberty Awards—Overview” above. Assuming the Maffei
RSU Threshold of $750 million was met and the Maffei RSU pool was funded, the amount earned would be
subject to reduction from the maximum amount payable by our compensation committee based on performance
criteria. After review of our company’s 2019 Adjusted OIBDA results, our compensation committee determined and
certified that the maximum Maffei RSU awards could be paid to Mr. Maffei.

Our compensation committee then determined to review Mr. Maffei’s performance to determine what portion of the
maximum award would be paid. Our compensation committee considered Mr. Maffei’s 2019 performance, including
his efforts in assisting management of our company, and was prepared to vest Mr. Maffei at 100% of the previously

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 39

issued 2019 Maffei RSUs. However, at Mr. Maffei’s request, the compensation committee ultimately determined to
vest the 2019 Maffei RSUs at 64%.

Our compensation committee decided not to award Mr. Maffei above-target awards for his performance in 2019. For
more information regarding the target equity awards, see the “Grants of Plan-Based Awards” table below and
“—Executive Compensation—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—
Equity Incentive Compensation—Maffei Performance-based Equity Awards” in Liberty Media’s Definitive Proxy
Statement on Schedule 14A filed April 13, 2020; “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in Liberty TripAdvisor’s Definitive Proxy
Statement on Schedule 14A filed April 13, 2020; “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in Liberty Broadband’s Definitive Proxy
Statement on Schedule 14A filed April 10, 2020; and “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in GCI Liberty’s Definitive Proxy Statement on
Schedule 14A filed April 10, 2020.

Multiyear Stock Options. Consistent with its previous practices, our compensation committee has made larger
stock option grants (equaling approximately four to five years’ value of the named executive officer’s annual grants)
that vest between four and five years after grant, rather than making annual grants over the same period. These
multiyear grants provide for back-end weighted vesting and generally expire seven to ten years after grant to
encourage executives to remain with the company over the long-term and to better align their interests with those of
the stockholders. Our compensation committee made such an award to Mr. Maffei in connection with the execution
of the 2014 Maffei Employment Agreement. See “—Executive Compensation Arrangements—Gregory B. Maffei”
below. Also, our compensation committee granted to each of Messrs. Rosenthaler and Carleton in March 2015
and to Mr. Wendling in May 2015 multiyear stock options that equaled the value of the named executive officer’s
annual grants that were expected to be granted to him for the period from January 1, 2016 through December 31,
2020. In September 2015, Mr. George received a multiyear stock option grant that equaled the value of his annual
grants that were expected to be granted to him for the period from January 1, 2016 through December 31, 2020. In
November 2019, Ms. Wilm received a multiyear stock option grant that equaled the value of her annual grants that
were expected to be granted to her for the period from September 23, 2019 through September 22, 2023. See
“Outstanding Equity Awards at Fiscal Year-End” below.

Additionally, in connection with entering into the 2019 Maffei Employment Agreement, Mr. Maffei was promised an
upfront equity award, of which $17.1 million of the aggregate grant value was allocated to our company, to be granted
in two tranches in December 2019 and December 2020 (the New Maffei Term Equity). In December 2019,
Mr. Maffei received a grant of options representing the 2019 tranche of his New Maffei Term Equity, which included
options to purchase 2,133,697 QRTEA shares, with an exercise price of $8.17, which vest on December 31, 2023
(the 2019 Maffei Term Options). Similar to the rationale pertaining to the multi-year awards historically granted to the
named executive officers, the New Maffei Term Equity is intended to encourage Mr. Maffei to remain with the
company over the long-term and expected to more fully align Mr. Maffei’s interests with those of the other
stockholders. See “—Executive Compensation Arrangements—Gregory B. Maffei” for a description of the New
Maffei Term Equity and performance equity awards provided under the 2019 Maffei Employment Agreement.

2019 PFO Restricted Stock Unit Grant. In August 2019, Mr. Wendling received a grant of 3,086 QRTEA restricted
stock units (the 2019 PFO RSUs) in recognition of his assumption of the principal financial officer role and
responsibilities at our company. One half of the 2019 PFO RSUs vested on December 10, 2019 and the remaining
one half vest on December 10, 2020.

Annual Performance Awards.

Chief RSU Awards. Consistent with our practice since December 2014 of granting a combination of multiyear
stock options and annual performance awards to senior officers, our compensation committee granted annual
performance RSUs to Messrs. Wendling, Rosenthaler and Carleton in March 2019 and a pro-rated grant of annual
performance RSUs to Ms. Wilm in November 2019. Our compensation committee granted to each of Messrs.
Wendling, Rosenthaler and Carleton 5,955, 13,592, and 13,592 QRTEA performance-based RSUs, respectively, on
March 6, 2019 and 6,563 QRTEA performance-based RSUs to Ms. Wilm on November 13, 2019 (collectively, the
2019 Chief RSUs). The 2019 Chief RSUs would vest only upon attainment of the performance objectives described
below.

Our compensation committee adopted an annual, performance-based program for payment of the 2019 Chief
RSUs and reviewed each named executive officer’s performance against that performance program to determine

40 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

what portion of the award would be paid. Our compensation committee reviewed the performance of Messrs.
Wendling, Rosenthaler and Carleton and Ms. Wilm and also considered the recommendations from Mr. Maffei.
Mr. Maffei recommended that our committee vest 100% of the 2019 Chief RSUs previously granted to each of
Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm based on his assessment of their individual performance
against the goals established in connection with the performance cash bonus program and his general observation
of their leadership and executive performance. Accordingly, our compensation committee approved vesting of all
of the 2019 Chief RSUs previously granted to Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm.

QVC CEO RSUs. Pursuant to the George Employment Agreement, Mr. George is eligible for an annual $4.125 million
target grant of performance-based RSUs with respect to QRTEA stock. Accordingly, our compensation committee
granted to Mr. George 190,707 QRTEA performance-based RSUs (the 2019 George RSUs) on March 6, 2019. The
2019 George RSUs would vest only upon attainment of the performance objectives described below.

Our compensation committee adopted an annual, performance-based program for payment of the 2019 George
RSUs, which was structured to qualify as performance-based compensation under Section 162(m) of the Code. None
of the 2019 George RSUs would vest unless a minimum corporate performance was achieved: the 2019 Adjusted
OIBDA was required to exceed $750 million (the George Threshold). If the George Threshold was met, the notional
pool for payment of the 2019 George RSUs would be funded with 0.43% of the amount by which such 2019
Adjusted OIBDA exceeded $750 million (the George RSU pool). A maximum payout equal to 1.5 times the target
number of 2019 George RSUs or $6,187,500 of grant value was established.

For purposes of the George RSU pool, 2019 Adjusted OIBDA was defined in the same manner as the cash
performance bonus program for Mr. George. See “—2019 Performance-based Bonuses—QVC Bonus Award”
above. Assuming the George Threshold of $750 million was met and the George RSU pool was funded, the amount
earned would be subject to reduction from the maximum amount payable under the program based 60% on
subjective performance criteria and 40% on objective performance criteria.

After review of our company’s 2019 Adjusted OIBDA results, our compensation committee determined and certified
that 92% of the maximum amount of George RSU awards could be paid to Mr. George. Our compensation
committee then determined to review Mr. George’s performance on the objective criteria discussed below to
determine what portion of the adjusted maximum award would be paid. In addition, our compensation committee
adopted the recommendation of Mr. Maffei as to the payout of the subjective portion of the 2019 George RSUs.
Mr. Maffei recommended 30% payout of the 60% subjective portion of the 2019 George RSUs.

In addition, our compensation committee established objective criteria for determining the payout of 40% of any
award. For any payout to be made, 2019 Adjusted OIBDA would need to exceed $2,173.6 million. Assuming that the
threshold was achieved, Mr. George would be eligible for higher payouts based on 2019 Adjusted OIBDA
performance. Based on these subjective and objective metrics, our compensation committee reduced down to the
target award level represented by the 2019 George RSUs and then determined to vest 18% of the 2019 George
RSUs.

Perquisites and Other Personal Benefits.

The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our
salaried employees) consist of:

•

limited personal use of Liberty Media’s corporate aircraft (pursuant to aircraft time sharing agreements
between our company and Liberty Media);

in the case of Mr. Maffei, payment of legal expenses pertaining to his employment arrangement;

• occasional, personal use of Liberty Media’s apartment in New York City (pursuant to a sharing arrangement
between our company and Liberty Media), which is primarily used for business purposes, and occasional,
personal use of a company car and driver; and

•

in the case of Mr. George, a tax gross-up relating to certain out of state income taxes to which Mr. George was
subject in connection with the performance of his duties outside of QVC’s headquarters.

Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal
benefits. Other than with respect to Mr. George, as described below, we have not provided gross-up payments to
our executives in connection with any such taxable income incurred during the past three years.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 41

Aircraft Usage. On occasion, and with the approval of our Chairman, executives may have family members and
other guests accompany them on Liberty Media’s corporate aircraft when traveling on business. Under the terms of
the employment arrangements with our Chairman, our Chairman and his guests may use the corporate aircraft
we share with Liberty Media for non-business purposes subject to specified limitations.

Pursuant to a February 5, 2013 letter agreement between Liberty Media and Mr. Maffei, Mr. Maffei is entitled to 120
hours per year of personal flight time through the first to occur of (i) the termination of his employment, subject to
any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment
arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft.
During 2019, Mr. Maffei was entitled to 30 additional hours per year of personal flight time if he reimbursed Liberty
Media for such usage through the first to occur of (i) the termination of his employment or (ii) the cessation of
ownership or lease of corporate aircraft. Pursuant to the 2019 Maffei Employment Agreement and a December 13,
2019 letter agreement between Liberty Media and Mr. Maffei, Mr. Maffei became entitled to 120 hours of annual
aircraft usage, subject to payment by Mr. Maffei of tax on the Standard Industry Fare Level (SIFL) value, plus 50
additional hours, subject to Mr. Maffei’s payment for the cost of such usage. If Mr. Maffei’s employment is terminated
due to disability, for good reason or without cause, Mr. Maffei would be entitled to continued use of the corporate
aircraft for 12 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance
with the SIFL rates, for all personal use of the corporate aircraft under the February 5, 2013 letter agreement.
Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with Liberty
Media for travel. Flights where there are no passengers on company-owned aircraft were not charged against the
120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a
NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to
(i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or
(ii) higher flight cost as compared to the cost of using company owned aircraft.

For disclosure purposes, we determine the aggregate incremental cost to the company of the executives’ personal
flights by using a method that takes into account all operating costs related to such flights, including:

•

landing and parking expenses;

• crew travel expenses;

• supplies and catering;

• aircraft fuel and oil expenses per hour of flight;

• aircraft maintenance and upkeep;

• any customs, foreign permit and similar fees; and

• passenger ground transportation.

Because the company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do
not change based on usage, such as salaries of pilots and crew, and purchase or lease costs of aircraft.

Pursuant to our aircraft time sharing agreements with Liberty Media, we pay Liberty Media for any costs, calculated
in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Maffei using Liberty Media’s
corporate aircraft that are allocable to our company. Pursuant to aircraft time sharing agreements between Liberty
Media and Mr. Maffei, Mr. Maffei was responsible for reimbursing Liberty Media for costs associated with his personal
use of its corporate aircraft and costs include the expenses listed above, insurance obtained for the specific flight
and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight.

For purposes of determining an executive’s taxable income, personal use of Liberty Media’s aircraft is valued using
a method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL
rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs
Creation Act of 2004, the amount we may deduct for a purely personal flight is limited to the amount included in
the taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited
by Section 162(m) of the Code to the extent that the named executive officer’s compensation that is subject to that
limitation exceeds $1 million. See “—Deductibility of Executive Compensation” below.

Gross-Up. In 2019, Mr. George received a tax gross-up from QVC relating to certain out of state income taxes to
which he was subject in connection with the performance of his duties outside of QVC’s headquarters.

42 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

Changes for 2020

Amendment to Services Agreement in Connection with 2019 Maffei Employment Agreement.

As described above, in December 2019, Liberty Media entered into the 2019 Maffei Employment Agreement. The
2019 Maffei Employment Agreement provides for a five-year employment term commencing on January 1, 2020 and
ending on December 31, 2024, with an annual base salary, annual cash performance bonus, initial cash commitment
bonus, annual equity awards, upfront awards, perquisites and other benefits described in “—Executive Compensation
Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement” below. At the same time, our company
entered into the amended services agreement. Under the amended services agreement, Liberty Media is
responsible for paying or providing annual base salary, the initial commitment bonus, perquisites and other employee
benefits, severance benefits and certain reimbursements directly to Mr. Maffei, and a portion of these expenses
will be allocated to, and reimbursed by, our company. Additionally, our company has agreed to continue to pay directly
to Mr. Maffei the portion of the annual cash performance bonus that is allocated to our company and will grant
directly to Mr. Maffei the portions of the annual equity awards and the upfront awards that are allocated to our
company. For a description of the terms of the 2019 Maffei Employment Agreement, please see “—Executive
Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.”

In the event that Mr. Maffei’s services to our company are discontinued and Mr. Maffei remains employed by Liberty
Media following such discontinuation (unless the discontinuation of Mr. Maffei’s services to us is for cause (as
defined in the 2019 Maffei Employment Agreement)), our company will be required to make a termination payment
to Liberty Media pursuant to the amended services agreement representing the net present value of the portion of his
compensation allocable to us, including the Maffei 2020 Term Options (defined below in “—Executive Compensation
Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement”) if such award has not been granted
prior to such date, from the date of the discontinuation of services to us through December 31 of the following
calendar year. See “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment
Agreement” for other payments and benefits that Mr. Maffei may receive in connection with the termination of his
employment at Liberty Media or of his services at our company.

Prior to entering into the amended services agreement with Liberty Media, our compensation committee reviewed
information from FW Cook with respect to CEO compensation packages at the types of companies described above
(e-commerce and brick and mortar retailers, television shopping networks, and entertainment, media, communications
and travel companies). See “—Executive Compensation Arrangements—Gregory B. Maffei” for a description of
the 2019 Maffei Term Options provided under the 2019 Maffei Employment Agreement.

Deductibility of Executive Compensation

In developing the 2019 compensation packages for the named executive officers, the deductibility of executive
compensation under Section 162(m) of the Code is considered. That provision prohibits the deduction of
compensation of more than $1 million paid to certain executives, subject to certain exceptions. Following the
enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially
affected by the limitations of Section 162(m) of the Code have been expanded and there is no longer any exception
for qualified performance-based compensation. Although some performance-based awards will not result in a
compensation deduction after 2017, we believe the transition rules in effect for binding contracts in effect on
November 2, 2017 should continue to allow certain of these awards to maintain their exemption from the $1 million
annual deduction limitation for so long as such contracts are not materially modified. However, portions of the
compensation we pay to the named executive officers may not be deductible due to the application of Section 162(m)
of the Code. Our compensation committee believes that the lost deduction on compensation payable in excess of the
$1 million limitation for the named executive officers is not material relative to the benefit of being able to attract
and retain talented management.

Recoupment Provisions

In those instances where we grant cash or equity-based incentive compensation, we include in the related agreement
with the executive a right, in favor of our company, to require the executive to repay or return to the company any
cash, stock or other incentive compensation (including proceeds from the disposition of shares received upon
exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any of our
financial statements is required and (2) in the reasonable judgment of our compensation committee, (A) such
restatement is due to material noncompliance with any financial reporting requirement under applicable securities
laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 43

of such repayment or return, our compensation committee may take into account, among other factors it deems
relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors
giving rise to the restatement. The cash, stock or other compensation that we may require the executive to repay
or return must have been received by the executive during the 12-month period beginning on the date of the first public
issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The
compensation required to be repaid or returned will include (1) cash or company stock received by the executive
(A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon
the payment during that 12-month period of any incentive compensation, the value of which is determined by reference
to the value of company stock, and (2) any proceeds received by the executive from the disposition during that
12-month period of company stock received by the executive upon the exercise, vesting or payment during that
12-month period of any award of equity-based incentive compensation.

Stock Ownership Guidelines

Our board of directors adopted stock ownership guidelines in March 2016 that generally require our executive
officers to own shares of our company’s stock equal to at least three times 50% of the total base salary paid by
Liberty Media to such executive officer (or, in the case of Mr. George, at least three times the base salary paid to
Mr. George by QVC). Our company’s executive officers (other than Mr. George) have a similar stock ownership
requirement at Liberty Media. Our executive officers generally have five years from the date of the policy, or five years
from the date of their appointment to an executive officer role, to comply with these guidelines.

44 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Name and
Principal Position
(as of 12/31/19)

Year

Salary
($)(1)

Bonus
($)(2)

Stock
Awards
($)(3)

Option
Awards
($)(4)(5)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)

Non-Equity
Incentive Plan
Compensation
($)

All Other
Compensation
($)(7)(8)(9)

Gregory B. Maffei

Chairman of the Board

2019 1,167,798

950,000

3,807,616

7,491,251

1,005,096

2018 1,112,188

— 3,406,581

3,917,379

691,661

2017 1,059,227

— 2,292,619

41,792,609

2,500,933

Michael A. George

President and Chief
Executive Officer

Brian J. Wendling(14)

Principal Financial Officer

Albert E. Rosenthaler
Chief Corporate
Development Officer

Renee L. Wilm(15)

Chief Legal Officer

Mark D. Carleton(17)

Senior Advisor and Former
Chief Financial Officer

2019 1,250,000

— 3,413,655

—

2018 1,250,000

— 8,197,083

4,096,072

2017 1,250,000

— 4,262,063

2019

2018

2017

2019

2018

2017

2019

2018

2017

2019

2018

2017

85,111

n/a

204,399

245,935

339,344

26,923

n/a

174,204

227,718

223,253

—

n/a

—

n/a

—

n/a

—

1,313,221

142,207

n/a

243,297

525,525

527,625

412,500

2,000,000

61,408

n/a

199,289

257,438

491,351

67,336

1,319,153

21,418

n/a

243,297

525,525

527,625

n/a

—

779,982

n/a

130,653

222,597

361,418

—

n/a

—

n/a

5,032

5,262

7,285

284,316(10)(11)
164,431(10)(11)
164,368(10)(11)

34,316(12)
37,406(12)(13)

171,432(12)

7,594

n/a

7,815

14,059(11)(13)

12,058

Total ($)

14,706,077

9,292,240

47,809,756

4,697,971

13,993,061

7,683,495

296,320

n/a

654,800

1,042,957

2,683,599

5,981(16)

1,440,811

n/a

10,680(13)
11,226(11)
11,076(11)

n/a

563,866

992,328

1,910,639

(1) The amounts set forth in the table reflect compensation paid to our named executive officers by Liberty Media but allocable to our

company under the services agreement (except with respect to Mr. Maffei’s 2019, 2018 and 2017 base salary, which we paid directly
pursuant to the 2014 Maffei Employment Agreement, and Mr. George, whose compensation reported above was paid directly by
QVC with respect to the entire year, neither of which is covered by the services agreement). See “—Compensation Discussion and
Analysis—Services Agreement.”

(2) Represents only that portion of Mr. Maffei’s cash commitment bonus allocated to our company under the amended services
agreement in connection with the 2019 Maffei Employment Agreement. For a description of the allocation of Mr. Maffei’s
compensation among Liberty Media and the Service Companies pursuant to the 2019 Maffei Employment Agreement and the
amended services agreement, see “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment
Agreement.”

(3) Reflects the grant date fair value of restricted stock and RSUs granted to our named executive officers during 2019, 2018 and
2017. The table reflects the grant date fair value of the performance-based RSUs granted to each of Messrs. Maffei, George,
Rosenthaler and Carleton during 2017, Mr. George’s New CEO Performance RSUs, performance-based RSUs granted to Messrs.
Maffei, George, Rosenthaler and Carleton in 2018, the 2019 Maffei RSUs, the 2019 George RSUs, the 2019 Chief RSUs and the
2019 PFO RSUs as described in “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—
Equity Incentive Compensation.” A maximum payout equal to 1.5 times the target number of 2019 Maffei RSUs, or $6.3 million of
grant value was established. A maximum payout equal to 1.5 times the target number of 2019 George RSUs, or $6.188 million of
grant value was established. The grant date fair value of these awards has been computed in accordance with FASB ASC Topic 718,
but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these
calculations, see Note 13 to our consolidated financial statements for the year ended December 31, 2019 (which are included in the
2019 Form 10-K).

(4) The option awards set forth in this column with respect to the year ended December 31, 2017 include options received by our

named executive officers (other than Messrs. George and Wendling and Ms. Wilm) in connection with our 2017 option modification
program (the Option Modification Program). Included in the Option Awards column is the grant date fair value of supplemental
stock options awarded to the named executive officers during 2017 for incremental tax liability to be incurred by them in connection
with the Option Modification Program.
On December 21, 2017, to effect our 2017 Option Modification Program, our compensation committee approved the acceleration
on December 26, 2017 (the Grant Date) of (i) each unvested in-the-money option to acquire shares of our former Series A Liberty
Ventures common stock (LVNTA) and (ii) each unvested in-the-money option to acquire shares of our former Series B Liberty
Ventures common stock (LVNTB), in each case, held by Messrs. Maffei, Rosenthaler and Carleton (the Eligible Optionholders).
Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, all of his outstanding
in-the-money vested and unvested options to acquire QRTEA shares, LVNTA shares and LVNTB shares (the Eligible Options)
and with respect to each unvested Eligible Option, the company granted the Eligible Optionholder a number of restricted LVNTA or
LVNTB shares (the Restricted Shares) with a vesting schedule identical to that of the unvested Eligible Option so exercised.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 45

(5) The grant date fair value of Mr. Maffei’s 2019, 2018 and 2017 stock option awards, including the 2019 Maffei Term Options,

Mr. George’s New CEO Term Options and Ms. Wilm’s 2019 multi-year stock option award (or, in the case of awards granted pursuant
to the Option Modification Program, the incremental fair value) has been computed in accordance with FASB ASC Topic 718, but
(pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these
calculations, see Note 13 to our consolidated financial statements for the year ended December 31, 2019 (which are included in the
2019 Form 10-K).

(6) Reflects the above-market earnings credited to Mr. Carleton’s deferred compensation accounts. See “—Executive Compensation

Arrangements—2006 Deferred Compensation Plan” and “—Nonqualified Deferred Compensation Plans” below.

(7) The Liberty Media 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k)

Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax basis to the plan and an additional
10% of their eligible compensation on an after-tax basis (subject to specified maximums and IRS limits), and Liberty Media contributed
a matching contribution based on the participants’ own contributions up to the maximum matching contribution set forth in the
plan. Our company reimburses Liberty Media under the services agreement for our allocable portion of the matching contribution.
Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution.
Generally, participants acquire a vested right in our matching contributions as follows:

Years of Service

Less than 1

1 – 2

2 – 3

3 or more

Vesting
Percentage

33%

66%

100%

Included in this column, with respect to each named executive officer (except with respect to Mr. George, to whom matching
contributions of $12,600, $12,375 and $12,150 were made by QVC under its 401(k) savings plan in 2019, 2018 and 2017,
respectively), are the following matching contributions made by Liberty Media to the Liberty Media 401(k) Savings Plan and allocated
to our company under the services agreement in each of 2019, 2018 and 2017 respectively:

Name

Gregory B. Maffei

Brian J. Wendling

Albert E. Rosenthaler

Renee L. Wilm

Mark D. Carleton

2019

4,760

5,320

6,160

—

7,000

Amounts ($)

2018

3,850

n/a

7,425

n/a

6,875

2017

8,100

n/a

10,195

n/a

6,750

(8)

With respect to these matching contributions, all of our named executive officers are fully vested.
Included in this column are the following life insurance premiums paid by Liberty Media (with the exception of Mr. George, whose
life insurance premium was paid by QVC), on behalf of each of the named executive officers and allocated to our company under the
services agreement:

Name

Gregory B. Maffei

Michael A. George

Brian J. Wendling

Albert E. Rosenthaler

Renee L. Wilm

Mark D. Carleton

2019

834

1,935

281

1,655

1,180

Amounts ($)

2018

686

2,322

n/a

1,324

n/a

1,226

2017

1,471

2,322

n/a

1,863

n/a

1,226

(9) Liberty Media makes available to our personnel, including our named executive officers, tickets to various sporting events with no

aggregate incremental cost attributable to any single person.

(10) Includes the following:

Compensation related to personal use of corporate aircraft(a)

275,900

157,406

152,900

(a) Calculated based on aggregate incremental cost of such usage to our company.

Amounts ($)

2019

2018

2017

46 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

(11) Liberty Media owns an apartment in New York City which is primarily used for business purposes. Messrs. Maffei, Rosenthaler and
Carleton occasionally used this apartment for personal reasons during the years indicated above. From time to time, we reimbursed
Mr. Carleton for his use of private housing while on New York City business trips prior to 2019, and we also pay the cost of
miscellaneous shipping and catering expenses for Mr. Maffei.

(12) Includes tax gross-ups in the following amounts relating to certain out of state income taxes to which Mr. George was subject as a

result of the performance of his duties outside of QVC’s headquarters:

EXECUTIVE COMPENSATION

2019

19,781

Amounts ($)

2018

12,709

2017

156,960

(13) Includes $2,500 in 2019, $10,000 in 2018 and $5,000 in 2018 in charitable contributions made on behalf of Mr. Carleton, Mr. George

and Mr. Rosenthaler, respectively, pursuant to our political action committee matching contribution program.

(14) Mr. Wendling was promoted to the Principal Financial Officer role at our company in July 2019, and the Chief Accounting Officer

role at our company in January 2020, and is a named executive officer of our company for the first time. His compensation for 2018
and 2017 has been omitted in reliance upon the SEC’s interpretive guidance.

(15) Ms. Wilm assumed the role of Chief Legal Officer of our company effective September 23, 2019.
(16) Includes $5,935 in relocation expenses in 2019 paid on behalf of Ms. Wilm.
(17) Mr. Carleton became a Senior Advisor of our company and was no longer Chief Financial Officer of our company effective July 1,

2019.

EXECUTIVE COMPENSATION ARRANGEMENTS

Gregory B. Maffei

December 2014 Employment Arrangement

On December 24, 2014, our compensation committee approved a compensation arrangement with Mr. Maffei. The
arrangement provided for a five year employment term beginning January 1, 2015 and ending December 31, 2019,
with an annual base salary of $960,750, increasing annually by 5% of the prior year’s base salary, and an annual
target cash bonus equal to 250% of the applicable year’s base salary. The arrangement also provided Mr. Maffei with
the opportunity to earn annual performance-based equity incentive awards during the employment term, as
described in more detail below. In connection with the approval of his compensation arrangement, Mr. Maffei was
granted options with respect to shares of QRTEB and LVNTB, also as described in more detail below. Mr. Maffei’s
compensation arrangement was memorialized in the 2014 Maffei Employment Agreement executed on December 29,
2014, which, unlike his previous employment arrangement, was directly with our company (while Mr. Maffei had a
substantially similar employment agreement with Liberty Media). However, we were still obligated to reimburse Liberty
Media for our allocable portion of certain perquisite payments made to Mr. Maffei under his employment agreement
with Liberty Media.

The arrangement provided that, in the event Mr. Maffei was terminated for cause (as defined in the 2014 Maffei
Employment Agreement), he would be entitled to only his accrued base salary and any amounts due under applicable
law. If Mr. Maffei was terminated by our company without cause or if Mr. Maffei terminated his employment for
good reason (as defined in the 2014 Maffei Employment Agreement), he was entitled to (i) his accrued base salary,
(ii) his accrued but unpaid bonus and any amounts due under applicable law (the Standard Entitlements), (iii) a
severance payment of 1.5 times his base salary during the year of his termination to be paid in equal installments
over 18 months, (iv) a payment equal to $11,750,000 pro rated based upon the elapsed number of days in the
calendar year of termination (including the date of termination), with (subject to certain exceptions) up to 25% of
such amount payable in shares of QRTEB and LVNTB, at the discretion of our company and with the remainder of
such amount paid in cash (the Pro Rated Amount), (v) a payment equal to $17,500,000, with (subject to certain
exceptions) up to 25% of such amount payable in shares of QRTEB and LVNTB at the discretion of our company
and with the remainder of such amount paid in cash (the Un-Pro Rated Amount), and (vi) continued use of certain
services and perquisites provided by our company, including continued aircraft benefits consistent with those
provided to him during the period of his employment (the Services). If Mr. Maffei terminated his employment without
good reason, he would have been entitled to the Standard Entitlements and a payment of the Pro Rated Amount
under the 2014 Maffei Employment Agreement. Lastly, in the case of Mr. Maffei’s death or disability, he would have
been entitled to the Standard Entitlements, a payment of 1.5 times his base salary during the year of his
termination, payments of the Pro Rated Amount and the Un-Pro Rated Amount, and, only in the case of his
termination for disability, the Services. The 2014 Maffei Employment Agreement also contained other customary
terms and conditions.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 47

Term Options

Also on December 24, 2014, in connection with the approval of his compensation arrangement, Mr. Maffei received
a one-time grant of 646,352 options to purchase shares of QRTEB at an exercise price of $29.87 per share (the
QRTEB Term Options), and a one-time grant of 1,406,463 options to purchase shares of LVNTB at an exercise price
of $37.63 (the LVNTB Term Options and together with the QRTEB Term Options, the Term Options). Mr. Maffei’s
LVNTB Term Options were adjusted in connection with the Liberty Expedia split-off transaction (the Expedia
Holdings Split-Off) that was completed in November 2016 and the CommerceHub spin-off transaction that was
completed in July 2016 (the CommerceHub Spin-Off). In connection with the completion of the Transactions, all
option awards held by Mr. Maffei with respect to our former Liberty Ventures common stock, including the LVNTB Term
Options, were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards
were granted, such that each option award with respect to our former Liberty Ventures common stock was exchanged
for an option to purchase an equivalent number of shares of the corresponding class of GCI Liberty common
stock.

All of the QRTEB Term Options had vested as of December 24, 2019. The QRTEB Term Options have a term of
seven years.

In the event of a change in control prior to Mr. Maffei’s termination, all of the Term Options will remain exercisable
until the end of the term. If Mr. Maffei had been terminated for cause prior to December 31, 2019 (without a prior
change in control occurring), then all vested Term Options would have expired on the 90th day following such
termination. In all other events of termination or if Mr. Maffei had not been terminated prior to December 31, 2019,
all vested Term Options will expire at the end of the term.

Annual Awards

Pursuant to the 2014 Maffei Employment Agreement, Mr. Maffei received annual grants of options to purchase
shares of QRTEB and LVNTB with a term of seven years (the Annual Options) and RSUs with respect to QRTEB
and LVNTB (the Annual RSUs and together with the Annual Options, the Annual Awards), and Mr. Maffei could elect
the portions of his Annual Award that he desired to be issued in the form of Annual RSUs and Annual Options.
For a description of Mr. Maffei’s target Annual Awards, see “—Compensation Discussion and Analysis—Elements
of 2019 Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards.” Pursuant to
the 2014 Maffei Employment Agreement, Mr. Maffei received upfront grants of the Annual Awards and awards
from Liberty Media in the following combined target amounts: $16 million for 2015, $17 million for calendar year
2016, $18 million for calendar year 2017, $19 million for calendar year 2018 and $20 million for calendar year 2019.
The combined target amounts for 2015 to 2018 were allocated between Liberty Media and our company based on
relative market capitalization, and, for 2019, were allocated among Liberty Media, GCI Liberty, Liberty Broadband,
Liberty TripAdvisor and our company based 50% on relative market capitalization and 50% on time allocation. In
our compensation committee’s sole discretion, Mr. Maffei was also eligible to receive additional awards each year from
Qurate Retail up to a maximum of 50% of the Qurate Retail target award grant amount for such year as an above-
target award. Subject to certain exceptions, the grants of Annual Awards made by our company before March 9, 2018
were further allocated under the 2014 Maffei Employment Agreement between Annual Awards with respect to
QRTEB and Annual Awards with respect to LVNTB based on the relative market capitalization of all series of our
QVC Group common stock on the one hand, and all series of our Liberty Ventures common stock, on the other hand.
Pursuant to the amendment to the 2014 Maffei Employment Agreement, dated effective as of March 9, 2018, all
equity awards granted pursuant to the 2014 Maffei Employment Agreement after March 9, 2018 were QRTEB awards.

Upon Mr. Maffei’s termination for any reason, his unvested Annual Awards (including any “dividend equivalents”
related to any unvested Annual RSUs) would terminate at the close of business on the day of the separation, except
that, in the case of performance-based Annual RSUs, if Mr. Maffei remained employed through the end of the
relevant grant year but his termination occurred prior to the date as of which any performance criteria had been
determined to have been met or not with respect to the Annual RSUs relating to such grant year, such Annual RSUs
would remain outstanding until such determination date and would vest to the extent determined by the
compensation committee. Upon a change in control prior to Mr. Maffei’s termination, all vested Annual Options (and
any Annual Options that vest after such change in control) would terminate at the expiration of the original term. If
Mr. Maffei was terminated by our company for cause (without a prior change in control) prior to December 31, 2019,
all vested Annual Options would terminate at the close of business on the 90th day following the termination. In all
other events of termination or if Mr. Maffei had not been terminated prior to December 31, 2019, all vested Annual
Options would terminate at the expiration of the original term.

48 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

Aircraft Usage

Pursuant to a February 5, 2013 letter agreement between Mr. Maffei and Liberty Media, Mr. Maffei is entitled to 120
hours per year of personal flight time through the first to occur of (i) the termination of his employment, subject to
any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment
arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft.
During 2019, Mr. Maffei was entitled to 30 additional hours per year of personal flight time if he reimbursed Liberty
Media for such usage through the first to occur of (i) the termination of his employment or (ii) the cessation of
ownership or lease of corporate aircraft. Pursuant to the 2019 Maffei Employment Agreement and a December 13,
2019 letter agreement between Liberty Media and Mr. Maffei, Mr. Maffei became entitled to 120 hours of annual
aircraft usage, subject to payment by Mr. Maffei of tax on the SIFL value, plus 50 additional hours, subject to
Mr. Maffei’s payment for the cost of such usage. If Mr. Maffei’s employment is terminated due to disability, for good
reason or without cause, Mr. Maffei would be entitled to continued use of the corporate aircraft for 12 months after
termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the SIFL rates, for
all personal use of the corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable
income at the SIFL rates minus amounts paid under time sharing agreements with Liberty Media for travel. Flights
where there are no passengers on company-owned aircraft were not charged against the 120 hours of personal flight
time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied
aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of budgeted hours
under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as
compared to the cost of using company owned aircraft.

2019 Maffei Employment Agreement

As described above in “Changes for 2020—Amendment to Services Agreement in Connection with 2019 Maffei
Employment Agreement,” Liberty Media entered into the 2019 Maffei Employment Agreement with Mr. Maffei,
effective December 13, 2019. The arrangement provides for a five year employment term beginning January 1, 2020
and ending December 31, 2024, with an annual base salary of $3 million (with no contracted increase) and a
one-time cash commitment bonus of $5 million, an annual target cash performance bonus equal to $17 million (with
payment subject to the achievement of one or more performance metrics as determined by the applicable company’s
compensation committee with respect to its allocable portion), upfront equity awards (with an aggregate grant date
fair value of $90 million to be granted in two equal tranches) and annual equity awards with an aggregate target
grant date fair value of $17.5 million.

Liberty Media paid Mr. Maffei his $5 million cash commitment bonus in 2019, and we were responsible for reimbursing
Liberty Media for our allocable portion (currently 19.0%).

In December 2019, our compensation committee granted Mr. Maffei the 2019 Maffei Term Options. The 2019
Maffei Term Options vest on December 31, 2023, subject to Mr. Maffei’s continued employment, except as described
below. The second tranche of the upfront equity awards will be granted on or before December 15, 2020, subject
to Mr. Maffei’s continued employment on such date or the earlier occurrence of a termination of employment due to
death, disability, by the issuing company without cause or by Mr. Maffei for good reason, and is expected to
consist of stock options to purchase QRTEA shares (the Maffei 2020 Term Options). The Maffei 2020 Term
Options will vest on December 31, 2024, subject to Mr. Maffei’s continued employment, except as described below.

Termination Payments and Benefits

Mr. Maffei will be entitled to the following payments and benefits from Liberty Media (with Liberty Media being
reimbursed by our company for its allocated portion of the severance benefits pursuant to the amended services
agreement) if his employment is terminated at Liberty Media under the circumstances described below, subject to
the execution of releases by Liberty Media and Mr. Maffei in a form to be mutually agreed. The following discussion
also summarizes the termination payments and benefits that Mr. Maffei would be entitled to if his services are
terminated at our company under the scenarios described below.

Termination by Liberty Media without Cause or by Mr. Maffei for Good Reason. If Mr. Maffei’s employment is
terminated by Liberty Media without cause (as defined in the 2019 Maffei Employment Agreement) or if Mr. Maffei
terminates his employment for good reason (as defined in the 2019 Maffei Employment Agreement) on or after
January 1, 2020, he is entitled to the following: (i) his accrued base salary, any accrued but unpaid bonus for the
prior completed year, any unpaid expense reimbursements and any amounts due under applicable law; (ii) a severance
payment of two times his base salary during the year of his termination to be paid in equal installments over

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 49

24 months; (iii) fully vested shares with an aggregate grant date fair value of $35 million consisting of shares of the
applicable series of common stock from Liberty Media, GCI Liberty, Liberty Broadband, Liberty TripAdvisor and
us; (iv) full vesting of his upfront equity awards (including the grant and full vesting of the second tranche of
Mr. Maffei’s upfront equity awards if the termination occurs before they have been granted) and full vesting of the
annual equity awards for the year in which the termination occurs (including the grant and full vesting of such annual
equity awards if the termination occurs before they have been granted); (v) lump sum cash payment of two times
the average annual cash performance bonus paid for the two calendar years ending prior to the termination, but in no
event less than two times his target annual cash performance bonus of $17 million, with (subject to certain
exceptions) up to 25% of such amount payable in shares of the applicable series of common stock from Liberty
Media, GCI Liberty, Liberty Broadband, Liberty TripAdvisor and us; (vi) a lump sum cash payment equal to the greater
of (x) $17 million and (y) the annual cash performance bonus otherwise payable for the year of termination, in
each case, prorated based on the number of days that have elapsed within the year of termination (including the
date of termination), with (subject to certain exceptions) up to 25% of such amount payable in shares of the applicable
series of common stock from Liberty Media, GCI Liberty, Liberty Broadband, Liberty TripAdvisor and us; and
(vii) continued use for 12 months after such termination of certain services and perquisites provided by Liberty
Media, including continued use of Liberty’s aircraft (collectively, the severance benefits).

Termination at our Company by our Company without Cause or by Mr. Maffei for Good Reason. In addition, if
Mr. Maffei’s services at our company are terminated by us without cause (as defined in the 2019 Maffei Employment
Agreement) or by Mr. Maffei for good reason (as defined in the 2019 Maffei Employment Agreement) after January 1,
2020, he will be entitled to full vesting of the upfront equity awards and the annual equity awards, in each case,
granted by us for the year of his termination, and if Mr. Maffei remains employed by Liberty Media at or following
the date of termination of his services to our company, he will also be entitled to payment of our allocated portion of
the annual cash performance bonus for the year, prorated for the portion of the calendar year in which Mr. Maffei
served as an officer of our company. Other than as described above, no severance benefits will be due to Mr. Maffei
if he remains employed by Liberty Media at or following the date of termination of his services to our company.

Termination by Reason of Death or Disability. In the event of Mr. Maffei’s death or disability, he will be entitled to
the same payments and benefits as if his services to us had been terminated by us without cause or by Mr. Maffei
for good reason.

For Cause Termination at our Company. In the event Mr. Maffei’s services to our company are terminated by us for
cause, he will forfeit any unvested portion of the upfront equity awards granted by us, and if the termination for cause
occurs before December 31 of the relevant grant year, Mr. Maffei will forfeit our allocated portion of the annual
cash performance bonus and all of the annual equity awards granted by our company for that grant year. If Mr. Maffei’s
services are terminated by our company (including for cause) after December 31 of the relevant grant year, but
prior to the date on which our compensation committee certifies achievement of the performance metric for our
performance-based restricted stock units for the grant year, the award will remain outstanding until such date and will
vest to the extent determined by our compensation committee.

Voluntary Termination at our Company without Good Reason. If Mr. Maffei voluntarily terminates the services he
provides to us without good reason on or after January 1, 2020, he will be entitled to pro rata vesting of the upfront
equity awards granted by our company (based on the number of days that have elapsed from the grant date and a four-
year vesting period), pro rata vesting of his annual equity awards for the year of termination granted by us (based
on the elapsed number of days in the calendar year of termination) and a pro rata payment of our allocated portion
of his annual cash performance bonus of $17 million (based upon the elapsed number of days in the calendar
year of termination). Any performance-based restricted stock units for the year of termination that are unvested on
the date of termination will remain outstanding until the performance criteria is determined and will vest pro rata
(based upon the elapsed number of days in the calendar year of termination) to the extent determined by our
compensation committee (at a level not less than 100% of the target award). Other than as described above, no
severance benefits will be due to Mr. Maffei if he remains employed by Liberty Media at or following the date of
termination of his services to us.

Michael A. George

September 2015 Employment Arrangement

On September 27, 2015, the compensation committee approved a new compensation arrangement with Michael A.
George, then President and Chief Executive Officer of QVC. The arrangement provides for a five year employment
term beginning December 16, 2015 and ending December 31, 2020, with an annual base salary of $1.25 million and

50 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

an annual target cash bonus equal to 100% of Mr. George’s annual base salary. The arrangement also provides
Mr. George with the opportunity to earn annual performance-based equity incentive awards during the employment
term, as described in more detail below. In connection with the approval of his compensation arrangement,
Mr. George was granted the 2015 Term Options with respect to shares of QRTEA, also as described in more detail
below. Mr. George’s compensation arrangement was memorialized in the George Employment Agreement executed
on December 16, 2015.

The arrangement also provides that, in the event Mr. George is terminated for cause (as defined in the George
Employment Agreement) or he terminates his employment without good reason (as defined in the George Employment
Agreement), he will be entitled only to his accrued base salary and any amounts due under applicable law, and he
will forfeit all rights to his unvested performance-based equity incentive awards and unvested 2015 Term Options.
Upon a termination for cause, his vested options remain exercisable for 90 days. In addition, if Mr. George
terminates his employment without good reason, he will be entitled to any awarded but unpaid annual bonus. If,
however, Mr. George is terminated by QVC without cause or if he terminates his employment for good reason, the
arrangement provides (i) for him to receive one year of base salary, a $1.5 million lump sum payment, and any
awarded but unpaid annual bonus, (ii) for his unvested 2015 Term Options to vest pro rata on a tranche-by-tranche
basis based on the portion of the term that has elapsed through the termination date plus 12 months and for all
vested and accelerated options to remain exercisable until the earlier of (x) their original expiration date or (y) two years
from the termination (except if Mr. George dies during such two-year period, the later of (a) the end of such two-
year period and (b) the end of the one-year period that began on his date of death) and (iii) for any performance-
based equity awards (not including the New Performance RSUs (as defined below)) that are issued and outstanding
but unvested as of the date of termination to remain outstanding until the end of the applicable performance
period, for the compensation committee to then determine whether the performance criteria for such performance
period were met, and to the extent such criteria were met, for payment of a pro rata portion of such performance-
based equity incentive awards based on the number of days he was employed during the applicable performance
period. If Mr. George’s employment is terminated by QVC without cause or if he terminates his employment for
good reason within six months after a change in control of QVC then he will receive the same payments as if his
termination had occurred absent the change in control, except that Mr. George will also be entitled to full vesting of
(i) any unvested 2015 Term Options as of his termination date, which will remain exercisable through the original
expiration date, and (ii) any unvested performance-based equity incentive awards that are issued and outstanding
as of his termination date. Lastly, in the case of Mr. George’s death or disability, the arrangement provides for (i) a
payment of one year of base salary and any awarded but unpaid annual bonus, (ii) full vesting of unvested 2015 Term
Options, with such options remaining exercisable through the original expiration date and (iii) full vesting of any
then issued and outstanding but unvested performance-based equity incentive awards.

As a condition to Mr. George’s receipt of any severance payments as a result of his termination, as well as any
acceleration of vesting or extension of exercise periods for his equity grants, Mr. George must execute a severance
agreement and release in favor of QVC in accordance with the procedures set forth in the George Employment
Agreement. Mr. George’s receipt of severance benefits is also conditioned on his compliance with the post-
termination non-compete restrictions in his employment agreement.

2015 Term Options

Also, on September 27, 2015, in connection with the approval of his compensation arrangement, the compensation
committee approved a one-time grant of 1,680,065 stock options to Mr. George to purchase shares of QRTEA
with an exercise price of $26.00 per share (the 2015 Term Options), which was the closing price of QRTEA on
September 28, 2015, the grant date for these options. The 2015 Term Options expire on December 31, 2022. One-half
of the options vested on December 31, 2019, with the remaining options vesting on December 31, 2020, in each
case, subject to Mr. George being employed by QVC on the applicable vesting date.

Annual Performance-Based Awards

Since 2016, Mr. George has received an annual $4.125 million grant of performance-based RSUs with respect to
QRTEA. The compensation committee will establish performance metrics with respect to each grant of
performance-based RSUs that will determine, in the compensation committee’s sole discretion, the extent to which
such grant will vest. For a description of Mr. George’s 2019 performance-based RSU award, see “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Annual
Performance Awards—QVC CEO RSUs.”

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 51

New Qurate Retail CEO Awards

On August 13, 2018, the compensation committee approved a one-time grant of stock options (the New CEO Term
Options) and performance-based restricted stock units (the New CEO Performance RSUs) to Mr. George in
recognition of his appointment as Chief Executive Officer and President of our company. The New CEO Term Options
consist of 577,358 options to purchase shares of QRTEA with an exercise price of $22.18 per share, which was
the closing price on August 15, 2018, the grant date for the New CEO Term Options. One-half of the options vested
on December 15, 2019, with the remaining options vesting on December 15, 2020. The New CEO Term Options
have a term of seven years. The New CEO Performance RSUs consist of 182,983 performance-based RSUs with
respect to QRTEA. The grant date for the New CEO Performance RSUs was August 15, 2018. The New CEO
Performance RSUs will vest on December 21, 2020 in the discretion of the compensation committee based on
the compensation committee’s determination with respect to the performance of our company and Mr. George.

Upon a change in control (as described under “—Potential Payments Upon Termination or Change-in-Control—
Change-in-Control”) or in the event of Mr. George’s termination for death or disability, the New CEO Term Options
and New CEO Performance RSUs will vest in full (except as otherwise described below in “—Potential Payments
Upon Termination or Change-in-Control”). If Mr. George is terminated without cause (as defined in the George
Employment Agreement) or if he terminates his employment for good reason (as defined in the George Employment
Agreement), then (i) the new CEO Performance RSUs will be forfeited and (ii) the New CEO Term Options will vest
pro rata on a tranche-by-tranche basis based on the number of days elapsed in the vesting period for such tranche
since the grant date. If Mr. George’s employment is terminated for cause or if he voluntarily terminates his employment
without good reason, any unvested New CEO Term Options and New CEO Performance RSUs will be forfeited.

Equity Incentive Plans

The 2016 incentive plan is administered by the compensation committee of our board of directors with regard to all
awards granted under the 2016 incentive plan (other than awards granted to the nonemployee directors), and the
compensation committee has full power and authority to determine the terms and conditions of such awards. The
2016 incentive plan is administered by the full board of directors with regard to all awards granted under the 2016
incentive plan to nonemployee directors, and the full board of directors has full power and authority to determine
the terms and conditions of such awards. The 2016 incentive plan is designed to provide additional remuneration to
officers, employees, nonemployee directors and independent contractors for service to our company and to
encourage those persons’ investment in our company. Non-qualified stock options, SARs, restricted shares, restricted
stock units, cash awards, performance awards or any combination of the foregoing may be granted under the
2016 incentive plan (collectively, incentive plan awards).

As of December 31, 2019, (i) the maximum number of shares of our common stock with respect to which incentive
plan awards may be issued under the 2016 incentive plan is 39,873,000, subject to anti-dilution and other
adjustment provisions of the 2016 incentive plan (which gives effect to certain anti-dilution adjustments resulting
from the CommerceHub Spin-Off in July 2016 and the Expedia Holdings Split-Off in November 2016), and (ii) with
limited exceptions, no person may be granted in any calendar year incentive plan awards covering more than 8,699,000
shares of our common stock under the 2016 incentive plan (subject to anti-dilution and other adjustment provisions
of the 2016 incentive plan) nor may any person receive under the 2016 incentive plan payment for cash incentive
plan awards during any calendar year in excess of $10 million, and no nonemployee director may be granted during
any calendar year incentive plan awards having a value (as determined on the grant date of such award) in
excess of $3 million. Shares of our common stock issuable pursuant to incentive plan awards made under the
existing incentive plans are made available from either authorized but unissued shares or shares that have been
issued but reacquired by our company. The 2016 incentive plan has a five year term. If the 2020 incentive plan is
approved, it will be the only incentive plan under which awards will be made, and no additional awards will be made
under the 2016 incentive plan.

2006 Deferred Compensation Plan

Effective for the year beginning January 1, 2007 and until September 2011, officers of our company at the level of
Senior Vice President and above were eligible to participate in the Liberty Media Corporation 2006 Deferred
Compensation Plan (as amended, the 2006 deferred compensation plan). In September 2011, Liberty Media’s
predecessor assumed this plan and all obligations outstanding thereunder. In January 2013, Liberty Media assumed
this plan and all obligations outstanding thereunder. Prior to the assumption of this plan by Liberty Media’s
predecessor, each eligible officer of our company could elect to defer up to 50% of his or her annual base salary

52 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

and the cash portion of his or her performance bonus under the 2006 deferred compensation plan. Elections were
required to be made in advance of certain deadlines and could include (1) the selection of a payment date, which
generally could not be later than 30 years from the end of the year in which the applicable compensation is
initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal annual
installments over two to five years. Compensation deferred under the 2006 deferred compensation plan that otherwise
would have been received prior to 2015 would earn interest income at the rate of 9% per annum, compounded
quarterly, for the period of the deferral. Compensation deferred under the 2006 deferred compensation plan that
otherwise would have been received on or after January 1, 2015 will earn interest income at a rate that is intended
to approximate Liberty Media’s general cost of 10-year debt. For 2017, 2018 and 2019, the rate was 6.5%, 6.25% and
7.0%, respectively.

Since September 2011, our officers are no longer permitted to elect the deferral of a portion of their base salary
and performance bonus allocable to our company. Mr. Carleton took advantage of a one-time deferral opportunity in
2011 with respect to a portion of his 2011 performance-bonus that was allocable to and paid by our company, and
we will be responsible for the payment of such deferred amount and all interest thereon going forward.

QVC 1997 Nonqualified Defined Pension Restoration Plan, As Amended and Restated

The QVC 1997 Nonqualified Defined Pension Restoration Plan, as amended and restated (the Pension Restoration
Plan), in which Mr. George is a participant, is unfunded and is maintained primarily for the purpose of providing a
select group of QVC-U.S.’s management with a nonqualified defined contribution benefit. Effective as of January 1,
2012, the Pension Restoration Plan has been frozen so that no additional amounts may be credited to the Pension
Restoration Plan, and no additional employees may be eligible to participate. Participants’ existing account balances
will continue to be credited with earnings at the rate of, (1) for certain amounts credited to a participant’s account
for the period prior to January 1, 2006, 12% per annum for amounts credited for the period from the date on which
such amount was credited through October 31, 2011 or, (2) for all other amounts, the prime lending rate identified by
the Bank of New York, plus 3%, each compounded annually at the end of the calendar year. Distribution of
participants’ vested percentages will be made in a single lump sum payment on the first day of the month following
such participant’s separation from service, with the exception of specified employees who are subject to Section 409A
of the Code, and thus receive the payment on the first day of the sixth month of such employee’s separation. The
Pension Restoration Plan can be amended or terminated at any time.

Pay Ratio Information

We are providing the following information about the relationship of the median annual total compensation of our
employees and the total compensation of Mr. George, our chief executive officer on December 31, 2019 pursuant to
the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a
reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because
these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay
ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not
be comparable to the pay ratios reported by other companies.

To identify our median employee, we first determined our employee population as of December 31, 2019, which
consisted of employees located in the U.S., China, Germany, Italy, Japan, Poland and the United Kingdom,
representing all full-time, part-time, seasonal and temporary employees employed by our company and our
consolidated subsidiaries, QVC, Cornerstone Brands, Inc., HSN, Inc. and Zulily, LLC, on that date. As is typical for a
retail company, a significant portion of our employee population works in call centers, warehouses and distribution
centers operated by our subsidiaries. Using information from our payroll records and Form W-2s (or its equivalent for
non-U.S. employees), we then measured each employee’s gross wages for calendar year 2019, consisting of base
salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value
and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a
leave of absence in 2019. Also, we did not annualize the compensation of our temporary or seasonal employees.
In addition, we did not make any cost-of-living adjustments to the gross wages information.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 53

Once we identified our median employee, we then determined the median employee’s total compensation, including
any perquisites and other benefits, in the same manner that we determined the total compensation of our named
executive officers for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s
total annual compensation to that of the median employee was as follows:

Chief Executive Officer Total Annual Compensation

Median Employee Total Annual Compensation

Ratio of Chief Executive Officer to Median Employee Total Annual Compensation

$4,697,971

30,221

155:1

54 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS

The following table contains information regarding plan-based incentive awards granted during the year ended
December 31, 2019 to the named executive officers.

Name

Grant Date

Estimated Future Payouts
under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
under Equity Incentive
Plan Awards

Threshold
($)(1)

Target
($)(1)

Maximum
($)(2)

Threshold
(#)(3)

Target
(#)(3)

Maximum
(#)(4)

Committee
Action
Date

Gregory B.
Maffei

QRTEB

QRTEA

Michael A.
George

QRTEA

Brian J.
Wendling

QRTEA

Albert E.
Rosenthaler

QRTEA

Renee L. Wilm

QRTEA

Mark D.
Carleton

QRTEA

03/06/2019(5)

03/06/2019

03/06/2019(7)

03/06/2019

12/15/2019

12/14/2019(9)

03/06/2019(5)

03/06/2019(7)

03/06/2019(5)

03/06/2019(7)

08/15/2019

08/13/2019(11)

03/06/2019(5)

03/06/2019(7)

09/22/2019(5)

11/13/2019

11/05/2019(13)

11/13/2019

11/05/2019(7)

03/06/2019(5)

03/06/2019(7)

—

1,831,621

—

3,000,000

—

111,939

—

347,189

—

46,853

—

285,477

—

194,175

—

190,707

—

5,955

—

13,592

—

6,563

—

13,592

—

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock
and
Options
Awards
($)

—

18,541(8)

—

26,292(6)

18.03

153,424

—

— 3,475,733

—

331,884

—

2,133,697(10)

8.17

7,337,827

—

3,086(12)

—

— 3,413,655

—

106,595

35,612

—

243,297

—

305,036(14) 10.26

1,319,153

—

67,336

—

243,297

(1) Our 2019 performance-based bonus program does not provide for a threshold bonus amount. The program also does not provide for a

target payout amount for any named executive officer that would be payable upon satisfaction of the performance criteria under the 2019
performance-based bonus program. For the actual bonuses paid by our company and QVC, as applicable, see the amounts included for 2019
in the column entitled Non-Equity Incentive Plan Compensation in the “Summary Compensation Table” above.

(2) With respect to Messrs. Maffei, Wendling, Rosenthaler and Carleton and Ms. Wilm, represents the maximum amount that would have been
payable to each named executive officer assuming (x) in Messrs. Maffei’s, Rosenthaler’s and Carleton’s case, the Bonus Threshold was
met in order to permit the maximum bonus amounts to have been payable, (y) the full 60% of the participant’s maximum bonus amount
attributable to individual performance was attained and (z) the full 40% of the participant’s maximum bonus amount attributable to corporate
performance of our company was attained. For more information on this performance bonus program, see “—Compensation Discussion
and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses—Qurate Retail Awards—Overview.” With
respect to Mr. George, represents the maximum amount that would have been payable to Mr. George assuming (x) the 2019 Adjusted OIBDA
target of $2,415 million was achieved and (y) Mr. George’s individual performance warranted the maximum additional increase of his
bonus determined based on Adjusted OIBDA growth. For more information on this performance bonus program, see “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses—QVC Bonus Award.”

(3) The terms of each of the 2019 Maffei RSUs, the 2019 Chief RSUs and the 2019 George RSUs do not provide for a threshold amount that
would be payable upon satisfaction of the performance criteria established by the compensation committee. The amounts in the Target
column represent the target amount that would have been payable to the award holder assuming (x) maximum achievement of the
performance goals was attained and (y) our compensation committee determined not to reduce such payout after considering the criteria
established by our compensation committee in March 2019 or, in the case of Ms. Wilm, November 2019. For the actual 2019 Maffei RSUs,
2019 Chief RSUs and 2019 George RSUs that vested, see “—Compensation Discussion and Analysis—Elements of 2019 Executive
Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards” and “—Compensation Discussion and
Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Annual Performance Awards.”

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 55

(4) Our compensation committee also set a maximum grant value payout with respect to (i) the 2019 Maffei RSUs—equal to 1.5 times the

target number of 2019 Maffei RSUs or $6.3 million of grant value, and (ii) the 2019 George RSUs—equal to 1.5 times the target number of
2019 George RSUs or $6.188 million of grant value. Any payout of an equity award by our company above the target equity award would
be in our compensation committee’s sole discretion, would be issued in the first quarter of 2020, and would vest immediately after grant. For
more information on the named executive officers’ performance-based RSU awards, see “—Compensation Discussion and Analysis—
Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards” and
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Annual
Performance Awards.”

(5) Reflects the date on which our compensation committee established the terms of the 2019 performance-based bonus program and in the
case of Ms. Wilm, established her participation in the 2019 performance-based bonus program, as described under “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses—Qurate Retail Awards—
Overview” and “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based
Bonuses—QVC Bonus Award.”

(6) Represented a portion of Mr. Maffei’s above-target awards granted in respect of 2018 performance and were fully vested on the grant date

on March 6, 2019.

(7) Reflects the date on which our compensation committee established the terms of the 2019 Maffei RSUs, the 2019 Chief RSUs and the

2019 George RSUs, as described under “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity
Incentive Compensation—Maffei Performance-based Equity Awards” and “—Compensation Discussion and Analysis—Elements of 2019
Executive Compensation—Equity Incentive Compensation—Annual Performance Awards.”

(8) Represented a portion of Mr. Maffei’s above-target awards granted in respect of 2018 performance and fully vested on March 11, 2019.
(9) Reflects the date on which our compensation committee established the terms of the 2019 Maffei Term Options.
(10) Vests in full on December 31, 2023.
(11) Reflects the date on which our compensation committee established the terms of the 2019 PFO RSUs.
(12) Vested 50% on December 10, 2019 and vests 50% on December 10, 2020.
(13) Reflects the date on which our compensation committee established the terms of Ms. Wilm’s 2019 multi-year stock option award, as

described under “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation.”

(14) Vests 50% on September 23, 2022 and 50% on September 23, 2023.

56 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table contains information regarding unexercised options and unvested awards of RSUs which were
outstanding as of December 31, 2019 and held by the named executive officers.

Option awards

Stock awards

EXECUTIVE COMPENSATION

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

200,402
—
646,352
112,436
730,273
153,806
175,281
26,292

—

2,133,697(1)

—
—
—
—
—
—

—

840,032
288,679

840,033(3)
288,679(4)

—
—

159,776
44,053
53,450

—
—

162,990
112,875
127,599
5,971

—

59,378
112,875
127,599
2,175

—

—
—

53,450(3)

—
—

127,600(3)

—

305,036(6)

—

—
—

127,600(3)

—

Name
Gregory B. Maffei
Option Awards

QRTEA
QRTEA
QRTEB
QRTEB
QRTEB
QRTEB
QRTEB
QRTEB
RSU Award
QRTEB

Michael A. George
Option Award
QRTEA
QRTEA
RSU Awards
QRTEA
QRTEA

Brian J. Wendling
Option Awards

QRTEA
QRTEA
QRTEA
RSU Awards
QRTEA
QRTEA

Albert E. Rosenthaler
Option Awards

QRTEA
QRTEA
QRTEA
QRTEA
RSU Award
QRTEA

Renee L. Wilm
Option Award
QRTEA
RSU Award
QRTEA

Mark D. Carleton
Option Awards

QRTEA
QRTEA
QRTEA
QRTEA
RSU Award
QRTEA

(1) Vests on December 31, 2023.

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

—
—
—
—
—
—
—
—

—

—
—

—
—
—

—
—

—
—
—
—

—

—
—
—
—

—

Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)

—
—
—
—
—
—
—
—

—

—
—

—
—
—

—
—
—
—
—
—
—
—

—

—
—

—
—
—

—
—
—
—
—
—
—
—

194,175(2)

1,648,546

—
—

182,983(2)
190,707(2)

1,542,547
1,607,660

—
—
—

Option
Exercise
Price
($)

Option
Expiration
Date

25.74
8.17
29.87
29.41
25.11
23.87
27.77
18.03

—

12/26/2024
12/15/2026
12/24/2021
03/31/2022
03/29/2023
05/11/2024
03/05/2025
03/06/2026

—

26.00
22.18

12/31/2022
08/15/2025

—
—

17.74
27.66
27.66

03/19/2020
05/12/2022
05/12/2023

—
—

—
1,543(5)

—
13,007

5,955(2)
—

50,201
—

—
—

25.74
29.59
29.59
25.74

—

03/19/2020
03/04/2022
03/04/2023
12/26/2024

—

10.26

11/13/2026

—

25.74
29.59
29.59
25.74

—

03/19/2020
03/04/2022
03/04/2023
12/26/2024

—

—
—
—
—

—

—
—
—
—

—

—
—
—
—

—

—
—
—
—

—

—
—
—
—

13,592(2)

114,581

—

6,563(2)

55,326

—
—
—
—

13,592(2)

114,581

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 57

(2) Represents the target number of 2019 Maffei RSUs that Mr. Maffei could earn and the target number of 2019 Chief RSUs that each of

Messrs. Wendling, Carleton and Rosenthaler and Ms. Wilm could earn based on our performance in 2019, as well as the target number of
2019 George RSUs that Mr. George could earn based on QVC’s performance during 2019 and the target number of New CEO Performance
RSUs that Mr. George could earn in December 2020 based on the performance of our company and Mr. George.

(3) Vests on December 31, 2020.
(4) Vests on December 15, 2020.
(5) Vests on December 10, 2020.
(6) Vests 50% on September 23, 2022 and 50% on September 23, 2023.

58 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information concerning the vesting of RSUs held by our named executive officers (with the
exception of Ms. Wilm, who had no vesting of RSUs), in each case, during the year ended December 31, 2019. None of our
named executive officers exercised any options during the year ended December 31, 2019.

Option Awards

Stock Awards

EXECUTIVE COMPENSATION

Name

Gregory B. Maffei

QRTEA
QRTEB

Michael A. George

QRTEA
QRTEB

Brian J. Wendling

QRTEA
QRTEB

Albert E. Rosenthaler

QRTEA
QRTEB

Mark D. Carleton

QRTEA
QRTEB

Number of
shares
acquired
on exercise
(#)

Value
realized on
exercise
($)

Number of
shares
acquired
on
vesting
(#)(1)

—
—

—
142,147

130,880
—

7,243
—

13,011
—

Value
realized on
vesting
($)

—
2,543,609

2,342,752
—

115,377
—

232,897
—

(1)

Includes shares withheld in payment of withholding taxes at election of holder.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 59

NONQUALIFIED DEFERRED COMPENSATION PLANS

The following table sets forth certain information regarding the Pension Restoration Plan in which Mr. George participated
and the 2006 deferred compensation plan in which Mr. Carleton participated, in each case during the year ended
December 31, 2019. During 2019, no other named executive officers participated in the Pension Restoration Plan or the
2006 deferred compensation plan.

Name

Michael A. George
Mark D. Carleton(1)

Executive
contributions
in 2019
($)

Registrant
contributions
in 2019
($)

Aggregate
earnings in
2019
($)

Aggregate
withdrawals/
distributions
($)

—

1,039

8,704

—

Aggregate
balance at
12/31/19
($)

17,668
102,211(2)

(1) As described above in “—Executive Compensation Arrangements—2006 Deferred Compensation Plan,” Mr. Carleton was permitted a

one-time deferral election under the 2006 deferred compensation plan in 2011 with respect to $50,002, which represented 50% of a portion
of Mr. Carleton’s 2011 performance-based bonus that was allocable to and paid by our company (the 2011 deferral). Although such
amount was transferred to Liberty Media’s predecessor upon its assumption of the plan and obligations thereunder in 2011 (and later by
Liberty Media in January 2013), Qurate Retail will be responsible for the payment of the 2011 deferral and for the payment of interest income
at the rate of 9% per annum, compounded quarterly, thereon. Mr. Carleton has not received any payments with respect to his 2011
deferral election, and at December 31, 2019, the outstanding balance was $102,211. In 2019, the amount of interest with respect to
Mr. Carleton’s 2011 deferral for which Qurate Retail is responsible was $8,704. Of this amount, $5,032 was reported in the “Summary
Compensation Table” as above-market earnings that were credited to Mr. Carleton’s deferred compensation account during 2019.
In our 2019 proxy statement, we reported above-market earnings of $5,262 that were credited as interest to Mr. Carleton’s deferred
compensation account during 2018.

(2)

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table sets forth the potential payments to our named executive officers if their employment had terminated
or a change in control had occurred, in each case, as of December 31, 2019, which was the last business day of our last
completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to
various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. The
following discussion does not give effect to the provisions of the 2019 Maffei Employment Agreement that are not applicable
until January 1, 2020.

The amounts provided in the tables are based on the closing market prices on December 31, 2019 for our QRTEA
common stock and QRTEB common stock, which were $8.43 and $8.49, respectively. Because the exercise price of each
of the named executive officers’ option awards, other than the 2019 Maffei Term Options, was more than the closing
market price of QRTEA and QRTEB shares on December 31, 2019, these option awards have been excluded from the
table below. The value of the RSUs shown in the table is based on the applicable closing market price and the number of
unvested RSUs.

Each of our named executive officers has received awards and payments under the existing incentive plans. Additionally,
each of Messrs. Maffei and George is entitled to certain payments and acceleration rights upon termination under his
respective employment agreement. See “—Executive Compensation Arrangements” above and “—Termination Without
Cause or for Good Reason” below.

As described above in “—Executive Compensation Arrangements—2006 Deferred Compensation Plan,” Mr. Carleton had
deferred a portion of his 2011 performance-based bonus under the 2006 deferred compensation plan, a portion of which is
allocable to and paid by our company in accordance with his deferral election. Under the 2006 deferred compensation
plan, we do not have an acceleration right to pay out account balances to Mr. Carleton upon a separation from service.
However, Mr. Carleton was permitted to file at the time of the deferral an election to receive distributions under the 2006
deferred compensation plan upon his separation from service, including a voluntary termination, termination for cause, a
termination without cause or for good reason and a termination due to death or disability. For purposes of the tabular
presentation below, we have assumed that Mr. Carleton has elected to receive a payout of all deferred compensation
upon his separation from service, including interest. In addition, the 2006 deferred compensation plan provides Liberty
Media’s compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a
change of control and distributing the account balances (which option is assumed to have been exercised for purposes of
the tabular presentation below).

The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout
are described below and in the footnotes to the table (other than those described under “—Executive Compensation
Arrangements,” which are incorporated by reference herein):

60 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

Voluntary Termination

Each of the named executive officers holds equity awards that were issued under our existing incentive plans. Under these
plans and the related award agreements, in the event of a voluntary termination of his or her employment with our
company for any reason, each named executive officer would typically only have a right to the equity grants that vested
prior to his or her termination date. However, if Mr. Maffei had voluntarily terminated his employment for any reason as of
December 31, 2019, his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been
determined to have been met or not and would have vested to the extent determined by the compensation committee.
Mr. George would have forfeited all rights to his unvested 2019 George RSUs, his 2015 Term Options, his unvested New
CEO Term Options and his New CEO Performance RSUs, in each case upon a voluntary termination without good reason
as of December 31, 2019 (the impact on such awards of a voluntary termination with good reason is described below).
Each of Messrs. Maffei and George would have been entitled to certain other benefits upon a voluntary termination of his
employment with our company as of December 31, 2019 for good reason. See “—Executive Compensation Arrangements—
Gregory B. Maffei,” and “—Executive Compensation Arrangements—Michael A. George” above. Messrs. Wendling,
Rosenthaler and Carleton and Ms. Wilm are not entitled to any severance payments or other benefits upon a voluntary
termination of his or her employment. The foregoing discussion assumes that the named executive officers voluntarily
terminated his or her respective employment without good reason. See “—Termination Without Cause or for Good Reason”
below for a discussion of potential payments and benefits upon a named executive officer’s voluntary termination of his
employment for good reason.

Termination for Cause

All outstanding equity grants constituting options, whether unvested or vested but not yet exercised, and all equity grants
constituting unvested RSUs under the existing incentive plans would be forfeited by any named executive officer (other than
Mr. Maffei and Mr. George in the case of equity grants constituting vested options or similar rights) who is terminated for
“cause.” However, if Mr. Maffei’s employment had been terminated for cause as of December 31, 2019, his 2019 Maffei
RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and
would have vested to the extent determined by the compensation committee. The existing incentive plans, which govern
the awards unless there is a different definition in the applicable award agreement, define “cause” as insubordination,
dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform duties and responsibilities
for any reason other than illness or incapacity; provided that, if such termination is within 12 months after a change in
control (as described below), “cause” means a felony conviction for fraud, misappropriation or embezzlement. Each of
Mr. Maffei and Mr. George has certain rights to exercise vested options or similar rights following a termination for cause
under his employment agreement, as cause is defined in such employment agreement. See “—Executive Compensation
Arrangements” above.

Termination Without Cause or for Good Reason

As of December 31, 2019, Mr. Maffei’s unvested equity awards consisted of the 2019 Maffei Term Options and the 2019
Maffei RSUs. The 2019 Maffei Term Options would have been forfeited upon a termination of his employment without cause
or for good reason as of December 31, 2019. If Mr. Maffei’s employment had been terminated without cause or he had
terminated it for good reason as of December 31, 2019, his 2019 Maffei RSUs would have remained outstanding until any
performance criteria had been determined to have been met or not and would have become vested to the extent
determined by the compensation committee. See “—Executive Compensation Arrangements—Gregory B. Maffei” above.

As of December 31, 2019, Mr. George’s unvested equity awards consisted of his 2015 Term Options, his 2019 George RSUs,
his New CEO Term Options and New CEO Performance RSUs. The 2015 Term Options are subject to acceleration upon
a termination of his employment without cause or for good reason. If Mr. George had been terminated without cause or for
good reason as of December 31, 2019, his 2019 George RSUs would have stayed outstanding until the date the
compensation committee acted to determine the extent to which the performance criteria were met and the number of
2019 George RSUs that would have been earned and vested had he remained employed through December 31, 2019. A
pro rata portion of such number of 2019 George RSUs (based on the number of days Mr. George was employed during
calendar year 2019) would then have vested on the date action was taken by the compensation committee. If Mr. George
had been terminated without cause or he terminated his employment for good reason as of December 31, 2019, a pro rata
portion of each tranche of the New CEO Term Options would have vested based on the number of days Mr. George was
employed during the vesting period for each tranche. Mr. George would have forfeited his New CEO Performance RSUs upon
a termination without cause or for good reason as of December 31, 2019. See “—Executive Compensation Arrangements—
Michael A. George” above including for a description of the conditions to his receipt of such benefits.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 61

Each of Messrs. Maffei and George is also entitled under certain circumstances to severance payments and other benefits
upon a termination of his employment without cause or for good reason. See “—Executive Compensation Arrangements—
Gregory B. Maffei,” and “—Executive Compensation Arrangements—Michael A. George” above including for a description of
the conditions to Mr. Maffei’s and Mr. George’s receipt of such payments and other benefits.

As of December 31, 2019, Mr. Wendling’s only unvested equity awards were the multi-year stock option awards originally
granted to him on May 12, 2015, the 2019 PFO RSUs and his 2019 Chief RSUs, and Mr. Rosenthaler’s and Mr. Carleton’s
only unvested equity awards were the multi-year stock option awards originally granted to them on March 4, 2015 and
their 2019 Chief RSUs. Ms. Wilm’s only unvested equity awards as of December 31, 2019 were her 2019 multi-year stock
option award and her 2019 Chief RSUs. Mr. Wendling’s 2019 PFO RSUs would be forfeited upon a termination of
employment without cause. The multi-year option awards granted to Mr. Wendling in May 2015, Messrs. Rosenthaler and
Carleton in March 2015 and to Ms. Wilm in November 2019 provide for vesting upon a termination of employment without
cause of those options that would have vested during the 12-month period following the termination date if such person
had remained an employee, plus a pro rata portion of the remaining unvested options based on the portion of the vesting
period elapsed through the termination date. The 2019 Chief RSUs held by these officers would have remained outstanding
until any performance criteria had been determined to have been met or not and would have vested to the extent determined
by the compensation committee if these officers had been terminated without cause as of December 31, 2019. None of
these officers is entitled to any severance pay or other benefits upon a termination without cause.

Death

In the event of death of any of the named executive officers as of December 31, 2019, the existing incentive plans and
applicable award agreements would have provided for vesting in full of any outstanding options and the lapse of restrictions
on any RSU awards, except that if Mr. Maffei’s employment had been terminated due to death as of December 31, 2019,
his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been
met or not and would have vested to the extent determined by the compensation committee. Each of Mr. Maffei and
Mr. George is also entitled to certain payments and other benefits if he dies while employed by our company.

No amounts are shown for payments pursuant to life insurance policies, which Liberty Media makes available to all of its
employees, including Messrs. Maffei, Wendling, Rosenthaler and Carleton and Ms. Wilm in their capacity as named executive
officers of Qurate Retail, and which Qurate Retail makes available to Mr. George.

Disability

If the employment of any of the named executive officers had been terminated due to disability as of December 31, 2019,
which is defined in the existing incentive plans or applicable award agreements, such plans or agreements would have
provided for vesting in full of any outstanding options and the lapse of restrictions on any RSU awards, except that if
Mr. Maffei’s employment had been terminated due to disability as of December 31, 2019, his 2019 Maffei RSUs would have
remained outstanding until any performance criteria had been determined to have been met or not and would have
become vested to the extent determined by the compensation committee. Each of Mr. Maffei and Mr. George is also
entitled to certain payments and other benefits upon a termination of his employment due to disability. See “—Executive
Compensation Arrangements” above.

No amounts are shown for payments pursuant to short-term and long-term disability policies, which Liberty Media makes
available to all of its employees, including Messrs. Maffei, Wendling, Rosenthaler and Carleton and Ms. Wilm in their capacity
as named executive officers of Qurate Retail, and which Qurate Retail makes available to Mr. George.

Change in Control

In case of a change in control, the incentive plans provide for vesting in full of any outstanding options (other than the
2019 Maffei Term Options) and the lapse of restrictions on any RSU awards held by the named executive officers. A change
in control is generally defined as:

• The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial ownership of at least 20% of
the combined voting power of the then outstanding shares of our company ordinarily having the right to vote in the
election of directors, other than pursuant to a transaction approved by our board of directors.

• The individuals constituting our board of directors over any two consecutive years cease to constitute at least a

majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at
least two-thirds of the remaining directors.

62 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

• Any merger, consolidation or binding share exchange that causes the persons who were common stockholders of our
company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the
successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having
the right to vote in the election of directors, the sale of substantially all of the assets of the company or the dissolution
of the company.

In the case of a change in control described in the last bullet point, our compensation committee may determine not to
accelerate the existing equity awards of the named executive officers if equivalent awards will be substituted for the existing
awards. For purposes of the tabular presentation below, we have assumed that our named executive officers’ existing
unvested equity awards (other than the 2019 Maffei Term Options) would vest in full in the case of a change in control
described in the last bullet.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 63

Benefits Payable Upon Termination or Change in Control

Name

Gregory B. Maffei

Severance

Options

RSUs
Perquisites(7)

Total

Michael A. George
Severance(8)
Base Compensation Continuing Payment(9)
Pension Restoration Plan Payout(10)
Options

RSUs

Total

Brian J. Wendling

Options

RSUs

Total

Albert E. Rosenthaler

Options

RSUs

Total

Renee L. Wilm

Options

RSUs

Total

Mark D. Carleton
Deferred Compensation(12)
Options

RSUs

Total

Voluntary
Termination
Without
Good
Reason
($)

Termination
Without
Cause or
for Good
Reason
($)

Termination
for Cause
($)

Death
($)

Disability
($)

After a
Change in
Control
($)

11,750,000(1)
—(3)
1,059,781(3)

—
—(3)
1,059,781(3)

—

31,001,697(2)
—(4)
1,059,781(4)
92,711

31,001,697(2)
554,761(5)
1,059,781(5)

—

31,001,697(2)
554,761(5)
1,059,781(5)
92,711

—
—(6)
1,648,546(6)

—

12,809,781

1,059,781

32,154,189

32,616,239

32,708,950

1,648,546

—

17,668

1,500,000

1,250,000

17,668

—

1,500,000

1,250,000

17,668

—(3)
—(3)

—(11)
289,377(11)

—(5)
3,150,207(5)

17,668

3,057,045

4,417,875

5,917,875

—(3)
—(3)

—

—(3)
—(3)

—

—(3)
—(3)

—

—(3)
—(3)

—

—(3)
—(3)

—

—(3)
—(3)

—

—(11)
50,201(11)

50,201

—(5)
63,208(5)

63,208

—(5)
63,208(5)

63,208

—(5)
63,208(5)

63,208

—(11)
114,581(11)

—(5)
114,581(5)

114,581

—(11)
55,326(11)

55,326

—(5)
55,326(5)

55,326

—(5)
55,326(5)

55,326

—(5)
55,326(5)

55,326

102,211(13)
—(3)
—(3)

102,211(13)
—(11)
114,581(11)

102,211(13)
—(5)
114,581(5)

102,211(14)
—(5)
114,581(5)

102,211

216,792

(1)

(2)

If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the 2014 Maffei Employment Agreement) as of
December 31, 2019, he would have been entitled to receive in a lump sum the Pro-Rated Amount of $11,750,000, with up to 25% of such
amount payable in shares of QRTEB. See “—Executive Compensation Arrangements—Gregory B. Maffei” above.
If Mr. Maffei’s employment had been terminated by Qurate Retail without cause or by Mr. Maffei for good reason (as defined in the 2014
Maffei Employment Agreement) (whether before or within a specified period following a change in control) or due to Mr. Maffei’s death or
disability, as of December 31, 2019, he would have been entitled to receive a payment of 1.5 times his 2019 base salary payable in 18 equal
monthly installments. Mr. Maffei would also have been entitled to receive in lump sums the Pro Rated Amount of $11,750,000, and a
separate Un-Pro Rated Amount of $17,500,000 and, in each case, up to 25% of such amounts would be payable in shares of QRTEB. See
“—Executive Compensation Arrangements—Gregory B. Maffei” above.

(3) The vested, exercisable option awards held by the named executive officers have been excluded because the exercise price of each of

these options was more than the closing market price of QRTEA and QRTEB shares on December 31, 2019. If Mr. Maffei’s employment
had been terminated without good reason or for cause as of December 31, 2019, he would have forfeited the 2019 Maffei Term Options and
his 2019 Maffei RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would
have vested to the extent determined by the compensation committee. As described above, our compensation committee vested Mr. Maffei
at 64% of his 2019 Maffei RSUs, which is reflected in the table above. For a description of the 2019 Maffei RSUs that vested see
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei
Performance-based Equity Awards” above. If Mr. George’s employment with QVC had been terminated for cause or by Mr. George without
good reason as of December 31, 2019, he would have forfeited the unvested 2015 Term Options, his 2019 George RSUs, his unvested New
CEO Term Options and New CEO Performance RSUs. Each of Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm would have
forfeited his or her 2019 Chief RSUs, and Mr. Wendling would have forfeited his 2019 PFO RSUs, if his or her employment had been

64 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

terminated without good reason or for cause as of December 31, 2019. For more information, see the “Outstanding Equity Awards at Fiscal
Year-End” table, “—Executive Compensation Arrangements—Gregory B. Maffei” and “—Executive Compensation Arrangements—Michael
A. George”.

(4) Mr. Maffei’s vested, exercisable option awards have been excluded because the exercise price of each of these options was more than the
closing market price of QRTEA and QRTEB shares on December 31, 2019. If Mr. Maffei’s employment had been terminated without
cause or for good reason as of December 31, 2019, he would have forfeited the 2019 Maffei Term Options and his 2019 Maffei RSUs
would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to
the extent determined by the compensation committee. As described above, our compensation committee vested Mr. Maffei at 64% of his
2019 Maffei RSUs, which is reflected in the table above. See “—Executive Compensation Arrangements—Gregory B. Maffei” above and the
“Outstanding Equity Awards at Fiscal Year-End” table above. For a description of the 2019 Maffei RSUs that vested see “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity
Awards” above.

(5) Based on the number of options, whether unvested or vested but not yet exercised, and unvested RSUs held by the named executive

officer as of December 31, 2019. The named executive officers’ options, other than the 2019 Maffei Term Options, have been excluded
because the exercise price of each of these options was more than the closing market price of QRTEA and QRTEB shares on December 31,
2019. Also, if Mr. Maffei’s employment terminated due to death or disability as of December 31, 2019, his 2019 Maffei RSUs would have
remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent
determined by the compensation committee. As described above, our compensation committee vested Mr. Maffei at 64% of his 2019 Maffei
RSUs, which is reflected in the table above. Upon a change in control, we have assumed for purposes of the tabular presentation above
that Mr. Wendling’s 2019 PFO RSUs, Mr. George’s 2019 George RSUs, Mr. George’s New CEO Performance RSUs and the other named
executive officers’ 2019 Chief RSUs would have vested in full. For more information, see the “Outstanding Equity Awards at Fiscal Year-End”
table above. For a description of the 2019 Maffei RSUs that vested see “—Compensation Discussion and Analysis—Elements of 2019
Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards” above.

(7)

(6) Based on the number of vested options and unvested RSUs held by Mr. Maffei as of December 31, 2019. Upon a change in control, we
have assumed for purposes of the tabular presentation above that Mr. Maffei’s 2019 Maffei RSUs would have vested in full. For more
information, see the “Outstanding Equity Awards at Fiscal Year-End” table above.
If Mr. Maffei’s employment had been terminated at our company’s election for any reason (other than cause) or by Mr. Maffei for good
reason (as defined in his employment agreement) or by reason of disability, as of December 31, 2019, he would have been entitled to receive
personal use of the corporate aircraft for 120 hours per year over a 12-month period. Based on an hourly average of the incremental cost
of use of the corporate aircraft, perquisite amount of $92,711 represents the maximum potential incremental cost attributable to our company
for Mr. Maffei’s use of the corporate aircraft for 120 hours based on an hourly average of the incremental cost of use of the corporate
aircraft. The remainder of such perquisite expense that would have been allocable to Liberty Media pursuant to the services agreement is
not reflected in the table.
If Mr. George’s employment had been terminated at QVC’s election without cause or by Mr. George for good reason (as defined in the
George Employment Agreement) (whether before or within a specified period following a change in control), as of December 31, 2019, he
would have been entitled to receive a lump sum payment of $1,500,000. See “—Executive Compensation Arrangements—Michael A. George”
above.
If Mr. George’s employment had been terminated at QVC’s election without cause or by Mr. George for good reason (whether before or
within a specified period following a change in control) or in the event of his death or disability, he would have been entitled to receive a base
compensation continuing payment for one year equal to his base salary upon termination.

(8)

(9)

(10) Under the Pension Restoration Plan, upon separation from service, a participant would have received a lump sum payment of the

vested percentage of such participant’s account on the first day of the month following such separation, in this case, January 1, 2020.
(11) Based on (i) the number of unvested 2019 Chief RSUs held by Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm that would have
remained outstanding until any performance criteria has been determined to have been met or not and would vest to the extent determined
by the compensation committee and (ii) the number of unvested 2019 George RSUs held by Mr. George at December 31, 2019. Messrs.
George, Wendling, Rosenthaler and Carleton’s and Ms. Wilm’s options have been excluded because the exercise price of each of these
options was more than the closing market price of QRTEA shares on December 31, 2019. Mr. Wendling’s 2019 PFO RSUs and Mr. George’s
New CEO Performance RSUs would have been forfeited and have been excluded. Mr. George’s 2019 George RSUs would have remained
outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by
the compensation committee. Based on 2019 performance, our compensation committee determined to vest 18% of Mr. George’s 2019
George RSUs, which is reflected in the table above. See “—Executive Compensation Arrangements—Michael A. George,” the “Outstanding
Equity Awards at Fiscal Year-End” table and “—Termination Without Cause or for Good Reason” above.

(12) Represents deferred compensation payable to Mr. Carleton based on a one-time deferral election of a portion of his annual cash bonus

that was allocable to and paid by Qurate Retail. See “—Executive Compensation Arrangements—2006 Deferred Compensation Plan” and
“—Nonqualified Deferred Compensation Plans” above for more information.

(13) Under the 2006 deferred compensation plan, we do not and Liberty Media does not have an acceleration right to pay out account balances
to Mr. Carleton upon this type of termination. However, Mr. Carleton had the right to file an election at the time of his initial deferral to
receive distributions under the 2006 deferred compensation plan upon his separation from service, including under these circumstances.
For purposes of the tabular presentation above, we have assumed that Mr. Carleton has elected to receive payout upon a separation from
service of all deferred compensation, including interest.

(14) The 2006 deferred compensation plan provides Liberty Media’s compensation committee with the option of terminating the plan 30 days
preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to have been
exercised for purposes of the tabular presentation above).

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 65

DIRECTOR COMPENSATION

NONEMPLOYEE DIRECTORS

Director Fees. Each of our directors who is not an employee of our company is paid an annual fee for 2020 of
$227,000 (which, in 2019, was $222,500) (which we refer to as the director fee), of which $108,000 ($106,000 in
2019) is payable in cash and the balance is payable in RSUs or options to purchase shares of QRTEA. For service
on our board in 2020 and 2019, each director was permitted to elect to receive $119,000 and $116,500, respectively,
of his or her director fee in RSUs or options to purchase QRTEA shares. The awards issued to our directors with
respect to their service on our board in 2020 were issued in December 2019. See “—Director RSU Grants” and
“—Director Option Grants” below for information on the incentive awards granted in 2019 to the nonemployee
directors.

Fees for service on our audit committee, compensation committee and nominating and corporate governance
committee are the same for 2019 and 2020, with each member thereof receiving an additional annual fee of $30,000,
$10,000 and $10,000, respectively, for his or her participation on each such committee, except that the chairman
of each such committee instead receives an additional annual fee of $40,000, $20,000 and $20,000, respectively, for
his or her participation on that committee. The cash portion of the director fees and the fees for participation on
committees are payable quarterly in arrears.

Charitable Contributions. If a director makes a donation to our political action committee, we will make a matching
donation to a charity of his or her choice in an amount not to exceed $10,000.

Equity Incentive Plans. Awards granted to our nonemployee directors under the 2016 incentive plan are
administered by our board of directors or our compensation committee. Our board of directors has full power and
authority to grant nonemployee directors the awards described below and to determine the terms and conditions
under which any awards are made. The 2016 incentive plan is designed to provide our nonemployee directors with
additional remuneration for services rendered, to encourage their investment in our common stock and to aid in
attracting persons of exceptional ability to become nonemployee directors of our company. Our board of directors
may grant non-qualified stock options, SARs, restricted shares, restricted stock units and cash awards or any
combination of the foregoing under the 2016 incentive plan.

The maximum number of shares of our common stock with respect to which awards may be issued under the 2016
incentive plan is 39,873,000, subject to anti-dilution and other adjustment provisions of the respective plans.
Under the 2016 incentive plan, no nonemployee director may be granted during any calendar year awards having a
value determined on the date of grant in excess of $3 million. Shares of our common stock issuable pursuant to
awards made under the 2016 incentive plan are made available from either authorized but unissued shares or shares
that have been issued but reacquired by our company.

Director RSU Grants. Pursuant to our director compensation policy described above and the 2016 incentive plan,
we granted the following RSU awards in December 2019:

Name

Fiona P. Dias

Evan D. Malone

David E. Rapley

Andrea L. Wong

# of QRTEA
RSUs

12,461

6,230

12,461

The RSUs granted in December 2019 will vest on the first anniversary of the grant date, or on such earlier date that
the grantee ceases to be a director because of death or disability and, unless our board of directors determines
otherwise, will be forfeited if the grantee resigns or is removed from the board before the vesting date.

66 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

Director Option Grants. Pursuant to our director compensation policy described above and the 2016 incentive
plan, we granted the following stock option awards in December 2019 with respect to service on our board in 2020:

DIRECTOR COMPENSATION

Name

Richard N. Barton

M. Ian G. Gilchrist

David E. Rapley

Larry E. Romrell

Mark C. Vadon

# of QRTEA
Options

Exercise
Price ($)

39,756

19,878

39,756

8.65

The options granted in December 2019 will become exercisable on the first anniversary of the grant date, or on
such earlier date that the grantee ceases to be a director because of death or disability, and, unless our board of
directors determines otherwise, will be terminated without becoming exercisable if the grantee resigns or is removed
from the board before the vesting date. Once vested, the options will remain exercisable until the seventh anniversary
of the grant date or, if earlier, until the first business day following the first anniversary of the date the grantee
ceases to be a director.

Stock Ownership Guidelines. In March 2016, our board of directors adopted stock ownership guidelines that
require each nonemployee director to own shares of our company’s stock equal to at least three times the value of
their annual cash retainer fees. Nonemployee directors will have five years from the later of (i) the effective date of the
guidelines and (ii) the director’s initial appointment to our board to comply with these guidelines.

Director Deferred Compensation Plan. Effective beginning in the fourth quarter of 2013, directors of our company
are eligible to participate in the Qurate Retail, Inc. Nonemployee Director Deferred Compensation Plan (the
director deferred compensation plan), pursuant to which eligible directors of our company can elect to defer all
or any portion of their annual cash fees that they would otherwise be entitled to receive. The deferral of such annual
cash fees shall be effected by a reduction in the quarterly payment of such annual cash fees by the percentage
specified in the director’s election. Elections are required to be made in advance of certain deadlines, which generally
must be on or before the close of business on December 31 of the year prior to the year to which the director’s
election will apply, and elections must include the form of distribution, such as a lump-sum payment or substantially
equal installments over a period not to exceed ten years. Compensation deferred under the director deferred
compensation plan that otherwise would have been received prior to 2015 would earn interest income at the rate of
9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the director
deferred compensation plan that otherwise would have been received on or after January 1, 2015 will earn interest
income at a rate that is intended to approximate our company’s general cost of 10-year debt. For 2017, 2018 and
2019, the rate was 6.5%, 6.25% and 7.0%, respectively.

JOHN C. MALONE

Mr. Malone’s employment agreement (as amended) and his deferred compensation arrangements with us, as
described below, were assumed by Liberty Media’s predecessor and later Liberty Media. The term of Mr. Malone’s
employment agreement is extended daily so that the remainder of the employment term is five years. The employment
agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600 (which was
increased to $3,900 in 2014), subject to increase with board approval. The employment agreement was amended in
2003 to provide for payment or reimbursement of personal expenses, including professional fees and other
expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate
aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal
use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1,
2007 by our compensation committee. Although the “Director Compensation Table” below reflects the portion of
the aggregate incremental cost of Mr. Malone’s personal use of our corporate aircraft attributable to our company,
the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL, which
aggregated $104,982 for use of the aircraft by our company and Liberty Media during the year ended December 31,
2019. A portion of the costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, incurred
with respect to Mr. Malone were allocated to our company and reimbursed to Liberty Media under the services
agreement.

In December 2008, the compensation committee determined to modify Mr. Malone’s employment arrangements to
permit Mr. Malone to begin receiving fixed monthly payments in 2009, while he remains employed by our company, in

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 67

satisfaction of our obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred
compensation arrangement and an installment severance plan, in each case, entered into with him by our
predecessors (and which had been assumed by our company). At the time of the amendment, the amounts owed
to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million,
respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which
commenced February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement,
(2) approximately $237,000 under the 1982 deferred compensation arrangement and (3) approximately $164,000
under the installment severance plan. Interest ceased to accrue under the installment severance plan once these
payments began; however, interest continues to accrue on the 1993 deferred compensation arrangement at a rate of
8% per annum and on the 1982 deferred compensation arrangement at a rate of 13% per annum. Following
certain termination events, Mr. Malone (or, in the event of Mr. Malone’s death, his beneficiaries) would be entitled to
receive the remaining payments under these arrangements, subject to certain conditions. In 2011 and 2013,
Liberty Media’s predecessor and Liberty Media, respectively, assumed all outstanding obligations under these
deferred compensation arrangements and the installment severance plan.

Under the terms of Mr. Malone’s employment agreement, he is entitled to receive upon the termination of his
employment for any reason (other than for death or “cause”), a lump sum equal to his salary for a period of five
full years following termination (calculated on the basis of $3,900 per annum, the lump sum severance payment).
As described above, Liberty Media assumed Mr. Malone’s employment agreement and all outstanding obligations
thereunder, and we will reimburse Liberty Media for our allocated portion of any such lump sum severance payments
made thereunder.

DIRECTOR COMPENSATION TABLE

Fees
Earned
or Paid
in Cash
($)

—

116,000

106,000

146,000

106,000

156,000(4)

156,000

126,000(4)

116,000(4)

Stock
Awards
($)(2)(3)

—

107,788

Option
Awards
($)(2)(3)

—

144,749

—

144,749

107,788

53,890

—

107,788

—

72,374

144,749

—

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

—

35,965

—

5,654

24,400

All other
compensation
($)(5)

Total
($)

245,073(6)(7)(8)

245,073

—

260,749

213,788

290,749

213,788

318,229

300,749

276,403

248,188

Name(1)

John C. Malone

Richard N. Barton

Fiona P. Dias

M. Ian G. Gilchrist

Evan D. Malone

David E. Rapley

Larry E. Romrell

Mark C. Vadon

Andrea L. Wong

(1) Gregory B. Maffei and Michael A. George, who are directors of our company and named executive officers, and John C. Malone,

who is a director of our company, received no compensation for serving as directors of our company during 2019. However, we are
allocated a portion of the compensation paid to Mr. Malone by Liberty Media. See footnotes (6), (7) and (8) below.

(2) As of December 31, 2019, our directors (other than Messrs. Maffei and George, whose equity awards are listed in “Executive

Compensation—Outstanding Equity Awards at Fiscal Year-End” above) held the following equity awards:

John C.
Malone

Richard N.
Barton

Fiona P.
Dias

M. Ian G.
Gilchrist

Evan D.
Malone

David E.
Rapley

Larry E.
Romrell

Mark C.
Vadon

Andrea L.
Wong

Options (#)

QRTEA

RSUs (#)

QRTEA

—

79,864

—

73,603

—

44,263

88,525

255,942

15,820

—

21,506

—

12,461

6,230

—

12,461

(3) The aggregate grant date fair value of the stock options and RSU awards has been computed in accordance with FASB ASC Topic

718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in
these calculations, see Note 13 to our consolidated financial statements for the year ended December 31, 2019 (which are included
in the 2019 Form 10-K).

68 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

(4)

Includes 2019 compensation that was earned but not paid in cash because it was deferred under the director deferred compensation
plan. Amounts deferred are reflected below:

DIRECTOR COMPENSATION

Name

David E. Rapley

Mark C. Vadon

Andrea L. Wong

2019 Deferred
Compensation
($)

2019 Above Market
Earnings on
Accrued Interest
($)

156,000

126,000

116,000

35,965

5,654

24,400

(5) Liberty Media makes available to our directors tickets to various sporting events with no aggregate incremental cost attributable to

(6)

any single person.
Includes the amount of Mr. Malone’s base salary of $975 and the following amounts, in each case, which were allocated to our
company under the services agreement:

Reimbursement for personal accounting services

Compensation related to personal use of corporate aircraft(a)

Tax payments made on behalf of Mr. Malone

Amounts ($)

15,000

13,950

205,717

(a) Calculated based on aggregate incremental cost of such usage to our company.
Also includes miscellaneous personal expenses, such as courier charges.
Liberty Media owns an apartment in New York City which is primarily used for business purposes. Mr. Malone makes use of this
apartment and a company car and driver for personal reasons. From time to time, we also pay the cost of miscellaneous shipping
and catering expenses for Mr. Malone.
Includes $7,000 in matching contributions allocated to our company with respect to the Liberty Media 401(k) Savings Plan.
Includes $1,545 in life insurance premiums allocated to our company for the benefit of Mr. Malone.

(7)
(8)

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 69

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2019, with respect to shares of our common stock
authorized for issuance under our equity compensation plans.

Plan Category
Equity compensation plans approved by security
holders:

Qurate Retail, Inc. 2010 Incentive Plan (As
Amended and Restated Effective
November 7, 2011), as amended

QRTEA
QRTEB

Qurate Retail, Inc. 2011 Nonemployee
Director Incentive Plan (As Amended and
Restated as of December 17, 2015), as
amended
QRTEA
QRTEB

Qurate Retail, Inc. 2012 Incentive Plan (As
Amended and Restated as of March 31,
2015), as amended

QRTEA
QRTEB

Qurate Retail, Inc. 2016 Omnibus Incentive
Plan, as amended

QRTEA
QRTEB

Equity compensation plans not approved by
security holders: None(5)

Total
QRTEA

QRTEB

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))

$20.74
$29.87

$26.40
—

$27.32
$25.68

$18.37
$25.36

2,838,222
646,352

41,314
—

6,699,733
842,709

11,564,890
355,379

21,144,159

1,844,440

—(1)

—(2)

—(3)

18,042,691(4)

18,042,691

(1) The Qurate Retail, Inc. 2010 Incentive Plan (As Amended and Restated Effective November 7, 2011), as amended, expired on

February 23, 2015 and, as a result, no further grants are permitted under this plan.

(2) The Qurate Retail, Inc. 2011 Nonemployee Director Incentive Plan (As Amended and Restated as of December 17, 2015), as

amended, expired on September 7, 2016 and, as a result, no further grants are permitted under this plan.

(3) The Qurate Retail, Inc. 2012 Incentive Plan (As Amended and Restated as of March 31, 2015), as amended, expired on

November 26, 2017 and, as a result, no further grants are permitted under this plan.

(4) The Qurate Retail, Inc. 2016 Omnibus Incentive Plan permits grants of, or with respect to, shares of any series of our common

stock, subject to a single aggregate limit.

(5) On October 1, 2015, in connection with our acquisition of zulily, we assumed each outstanding award issued pursuant to the

zulily, inc. 2009 Equity Incentive Plan and the zulily, inc. 2013 Equity Plan (together, the zulily Plans and such awards collectively,
the Assumed zulily Awards). The Assumed zulily Awards were converted into a corresponding award with respect to shares of
QRTEA. We do not intend to issue any new grants under the zulily Plans in the future. As of December 31, 2019, the number of
securities to be issued upon exercise of outstanding options, warrants and rights under the zulily, inc. 2009 Equity Incentive Plan was
1,115,606 QRTEA shares, which have a weighted average exercise price of $8.56. With respect to the zulily, inc. 2013 Equity
Plan, the number of securities to be issued upon exercise of outstanding options, warrants and rights was 194,310 QRTEA shares,
which have a weighted average exercise price of $36.94.
On December 29, 2017, in connection with our acquisition of HSN, Inc., we assumed each outstanding award issued pursuant to
the HSN, Inc. Second Amended and Restated 2008 Stock and Annual Incentive Plan and the HSN, Inc. 2017 Omnibus Incentive Plan
(together, the HSN Plans and such awards collectively, the Assumed HSN Awards). The Assumed HSN Awards were converted
into a corresponding award with respect to shares of QRTEA. We do not intend to issue any new grants under the HSN Plans in the
future. As of December 31, 2019, the number of securities to be issued upon exercise of outstanding options, warrants and rights
under the HSN, Inc. Second Amended and Restated 2008 Stock and Annual Incentive Plan was 794,093 QRTEA shares, which have
a weighted average exercise price of $28.35.

70 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under our Code of Business Conduct and Ethics and Corporate Governance Guidelines, if a director or executive
officer has an actual or potential conflict of interest (which includes being a party to a proposed “related party
transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform
the person designated by our board to address such actual or potential conflicts. No related party transaction may
be effected by our company without the approval of the audit committee of our board or another independent body of
our board designated to address such actual or potential conflicts.

STOCKHOLDER PROPOSALS

This proxy statement relates to our annual meeting of stockholders for the calendar year 2020 which will take place
on May 21, 2020. Based solely on the date of our 2020 annual meeting and the date of this proxy statement, (i) a
stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at
12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on December 17, 2020 in order to
be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year 2021 (the
2021 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons
for election to the board of directors, must be received at our executive offices at the foregoing address not earlier than
February 19, 2021 and not later than March 22, 2021 to be considered for presentation at the 2021 annual meeting.
We currently anticipate that the 2021 annual meeting will be held during the second quarter of 2021. If the 2021
annual meeting takes place more than 30 days before or 30 days after May 21, 2021 (the anniversary of the 2020
annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to the
board of directors, will instead be required to be received at our executive offices at the foregoing address not later
than the close of business on the tenth day following the first day on which notice of the date of the 2021 annual
meeting is communicated to stockholders or public disclosure of the date of the 2021 annual meeting is made,
whichever occurs first, in order to be considered for presentation at the 2021 annual meeting.

All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules
adopted under the Exchange Act, our charter and bylaws and Delaware law.

ADDITIONAL INFORMATION

We file periodic reports, proxy materials and other information with the SEC. You may inspect such filings on the
Internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at
www.qurateretail.com. (Information contained on any website referenced in this proxy statement is not incorporated
by reference in this proxy statement.) If you would like to receive a copy of the 2019 Form 10-K, or any of the
exhibits listed therein, please call or submit a request in writing to Investor Relations, Qurate Retail, Inc.,
12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (866) 876-0461, and we will provide you with
the 2019 Form 10-K without charge, or any of the exhibits listed therein upon the payment of a nominal fee
(which fee will be limited to the expenses we incur in providing you with the requested exhibits).

QURATE RETAIL, INC. 2020 PROXY STATEMENT | 71

ANNEX A

QURATE RETAIL, INC. 2020 OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE OF PLAN; EFFECTIVE DATE

1.1 Purpose. The purpose of the Qurate Retail, Inc. 2020 Omnibus Incentive Plan (this “Plan”) is to promote the
success of the Company by providing a method whereby (i) eligible officers and employees of the Company and its
Subsidiaries and (ii) nonemployee directors and independent contractors providing services to the Company and
its Subsidiaries may be awarded additional remuneration for services rendered and may be encouraged to invest in
capital stock of the Company, thereby increasing their proprietary interest in the Company’s businesses,
encouraging them to remain in the employ or service of the Company or its Subsidiaries, and increasing their
personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also
intended to aid in (i) attracting Persons of exceptional ability to become officers and employees of the Company
and its Subsidiaries and (ii) inducing nonemployee directors or independent contractors to agree to provide services
to the Company and its Subsidiaries.

1.2 Effective Date. The Plan shall be effective as of May 21, 2020 (the “Effective Date”).

ARTICLE II

DEFINITIONS

2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings
(whether used in the singular or plural):

“Account” has the meaning ascribed thereto in Section 8.2.

“Affiliate” of the Company means any corporation, partnership or other business association that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the
Company.

“Agreement” means a stock option agreement, stock appreciation rights agreement, restricted shares agreement,
restricted stock units agreement, cash award agreement or an agreement evidencing more than one type of
Award, specified in Section 10.5, as any such Agreement may be supplemented or amended from time to time.

“Approved Transaction” means (i) the consummation of any transaction in which the Board (or, if approval of
the Board is not required as a matter of law, the stockholders of the Company) shall approve (A) any consolidation
or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the
Company would be changed or converted into or exchanged for cash, securities, or other property, other than
any such transaction in which the common stockholders of the Company immediately prior to such transaction
have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving
corporation immediately after such transaction, (B) any merger, consolidation or binding share exchange to
which the Company is a party as a result of which the Persons who are common stockholders of the Company
immediately prior thereto have less than a majority of the combined voting power of the outstanding capital
stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the
right to vote in the election of directors immediately following such merger, consolidation or binding share
exchange, or (C) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of the Company, or (ii) any transaction in which the Board (or, if approval
of the Board is not required as a matter of law, the stockholders of the Company) shall approve the adoption
of any plan or proposal for the liquidation or dissolution of the Company.

“Award” means a grant of Options, SARs, Restricted Shares, Restricted Stock Units, Performance Awards,
Cash Awards and/or cash amounts under the Plan.

“Board” means the Board of Directors of the Company.

A-1 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

“Board Change” means, during any period of two consecutive years, individuals who at the beginning of such
period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the
nomination for election, of each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.

“Cash Award” means an Award made pursuant to Section 9.1 of the Plan.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute or
statutes thereto. Reference to any specific Code section shall include any successor section.

“Committee” means the committee of the Board appointed pursuant to Section 3.1 to administer the Plan.

“Common Stock” means each or any (as the context may require) series of the Company’s common stock.

“Company” means Qurate Retail, Inc., a Delaware corporation.

“Control Purchase” means any transaction (or series of related transactions) in which any person (as such term
is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the
Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any
Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the then outstanding securities of the Company
ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election
of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire
the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board.
For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President
and each of the directors of the Company as of the Effective Date, and (b) the respective family members, estates
and heirs of each of the Persons referred to in clause (a) above and any trust or other investment vehicle for
the primary benefit of any of such Persons or their respective family members or heirs. As used with respect to
any Person, the term “family member” means the spouse, siblings and lineal descendants of such Person.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.

“Dividend Equivalents” means, with respect to Restricted Stock Units, to the extent specified by the Committee
only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are
payable to stockholders of record during the Restriction Period on a like number and kind of shares of Common
Stock. Notwithstanding any provision of the Plan to the contrary, Dividend Equivalents with respect to a
Performance Award may only be paid to the extent the Performance Award is actually paid to the Holder.

“Domestic Relations Order” means a domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

“Equity Security” shall have the meaning ascribed to such term in Section 3(a)(11) of the Exchange Act, and an
equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the
Exchange Act, or any successor Rule.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor
statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.

“Fair Market Value” of a share of any series of Common Stock on any day means (i) for Option and SAR
exercise transactions effected on any third-party incentive award administration system provided by the Company,
the current high bid price of a share of any series of Common Stock as reported on the consolidated transaction
reporting system on the principal national securities exchange on which shares of such series of Common
Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted
by OTC Markets Group Inc., (ii) for the purpose of determining the tax withholding due upon the vesting or
settlement of Restricted Shares or Restricted Stock Units and the related purpose of valuing shares withheld
from such Awards to satisfy tax withholding obligations, the closing price for a share of such series of Common
Stock on the trading day next preceding the day that such Award vests as reported on the consolidated
transaction reporting system for the principal national securities exchange on which shares of such series of
Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then
as quoted by OTC Markets Group Inc., or (iii) for all other purposes under the Plan, the closing price of a

QURATE RETAIL, INC. 2020 PROXY STATEMENT | A-2

share of such series of Common Stock on such day (or if such day is not a trading day, on the next preceding
trading day) all as reported on the consolidated transaction reporting system for the principal national securities
exchange on which shares of such series of Common Stock are listed on such day or if such shares are not
then listed on a national securities exchange, then as quoted by OTC Markets Group Inc. If for any day the Fair
Market Value of a share of the applicable series of Common Stock is not determinable by any of the foregoing
means, or if there is insufficient trading volume in the applicable series of Common Stock on such trading day,
then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of
such quotations and other considerations as the Committee deems appropriate.

“Free Standing SAR” has the meaning ascribed thereto in Section 7.1.

“Holder” means a Person who has received an Award under the Plan.

“Nonemployee Director” means an individual who is a member of the Board and who is neither an officer nor an
employee of the Company or any Subsidiary.

“Option” means a stock option granted under Article VI.

“Performance Award” means an Award which may be earned in whole or in part upon attainment of performance
measures as the Committee may determine and which will be settled for cash, shares or other securities or a
combination of the foregoing under Article IX.

“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or
unincorporated association, joint venture or other entity of any kind.

“Prior Plan” means the Qurate Retail Inc. 2016 Omnibus Incentive Plan, as amended.

“Restricted Shares” means shares of any series of Common Stock awarded pursuant to Section 8.1.

“Restricted Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of the
specified series of Common Stock or, in the discretion of the Company, the equivalent value in cash, which
right may be subject to a Restriction Period or forfeiture provisions.

“Restriction Period” means a period of time beginning on the date of each Award of Restricted Shares or
Restricted Stock Units and ending on the Vesting Date with respect to such Award.

“Retained Distribution” has the meaning ascribed thereto in Section 8.3.

“SARs” means stock appreciation rights, awarded pursuant to Article VII, with respect to shares of any specified
series of Common Stock.

“Section 409A” has the meaning ascribed thereto in Section 10.17.

“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of
such Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting,
capital or profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition
only for such periods as the requisite ownership or control relationship is maintained.

“Tandem SARs” has the meaning ascribed thereto in Section 7.1.

“Vesting Date” with respect to any Restricted Shares or Restricted Stock Units awarded hereunder, means the
date on which such Restricted Shares or Restricted Stock Units cease to be subject to a risk of forfeiture, as
designated in or determined in accordance with the Agreement with respect to such Award of Restricted
Shares or Restricted Stock Units pursuant to Article VIII. If more than one Vesting Date is designated for an
Award of Restricted Shares or Restricted Stock Units, reference in the Plan to a Vesting Date in respect of such
Award shall be deemed to refer to each part of such Award and the Vesting Date for such part. The Vesting
Date for a particular Award will be established by the Committee and, for the avoidance of doubt, may be
contemporaneous with the date of grant.

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ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different
committee is appointed by the Board. The Committee shall be comprised of not less than two Persons. The Board
may from time to time appoint members of the Committee in substitution for or in addition to members previously
appointed, may fill vacancies in the Committee and may remove members of the Committee. The Committee
shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall
deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a
majority of such quorum. Any determination reduced to writing and signed by all of the members shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and held.

3.2 Powers. The Committee shall have full power and authority to grant to eligible Persons Options under Article VI
of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Stock
Units under Article VIII of the Plan, Cash Awards under Article IX of the Plan and/or Performance Awards under
Article IX of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted,
to interpret the provisions of the Plan and any Agreements relating to Awards granted under the Plan and to
supervise the administration of the Plan. The Committee in making an Award may provide for the granting or issuance
of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of
the original Award. The Committee shall have sole authority in the selection of Persons to whom Awards may be
granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject
only to the express provisions of the Plan. In making determinations hereunder, the Committee may take into account
the nature of the services rendered by the respective employees, officers, independent contractors and
Nonemployee Directors, their present and potential contributions to the success of the Company and its Subsidiaries,
and such other factors as the Committee in its discretion deems relevant.

3.3 Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and
rescind such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and
to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each
action and determination made or taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and upon all Persons. No member of the
Committee shall be liable for any action or determination made or taken by such member or the Committee in good
faith with respect to the Plan.

3.4 Awards to Nonemployee Directors. The Board shall have the same powers as the Committee with respect to
awards to Nonemployee Directors and may exercise such powers in lieu of action by the Committee.

ARTICLE IV

SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to the provisions of this Article IV, the maximum number of shares of Common
Stock with respect to which Awards may be granted during the term of the Plan shall be 30,000,000 shares, plus
the shares remaining available for awards under the Prior Plan as of the Effective Date. Shares of Common Stock
will be made available from the authorized but unissued shares of the Company or from shares reacquired by the
Company, including shares purchased in the open market. The shares of Common Stock subject to (i) any Award
granted under the Plan or the Prior Plan that shall expire, terminate or be cancelled or annulled for any reason without
having been exercised (or considered to have been exercised as provided in Section 7.2), (ii) any Award of any
SARs granted under the Plan or the Prior Plan the terms of which provide for settlement in cash, and (iii) any Award
of Restricted Shares or Restricted Stock Units under the Plan or the Prior Plan that shall be forfeited prior to
becoming vested (provided that the Holder received no benefits of ownership of such Restricted Shares or Restricted
Stock Units other than voting rights and the accumulation of Retained Distributions and unpaid Dividend Equivalents
that are likewise forfeited) shall again be available for purposes of the Plan. Notwithstanding the foregoing, the
following shares of Common Stock may not again be made available for issuance as Awards under the Plan:
(a) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Option or
SAR, (b) shares of Common Stock used to pay the purchase price or withholding taxes related to an outstanding
Award, or (c) shares of Common Stock repurchased on the open market with the proceeds of an Option purchase
price. No Nonemployee Director may be granted during any calendar year Awards having a value determined on
the date of grant in excess of $1 million.

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4.2 Adjustments.

(a) If the Company subdivides its outstanding shares of any series of Common Stock into a greater number of
shares of such series of Common Stock (by stock dividend, stock split, reclassification, or otherwise) or
combines its outstanding shares of any series of Common Stock into a smaller number of shares of such
series of Common Stock (by reverse stock split, reclassification, or otherwise) or if the Committee determines
that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization,
stock redemption, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase
such series of Common Stock or other similar corporate event (including mergers or consolidations other
than those which constitute Approved Transactions, adjustments with respect to which shall be governed by
Section 10.1(b)) affects any series of Common Stock so that an adjustment is required to preserve the
benefits or potential benefits intended to be made available under the Plan, then the Committee, in such
manner as the Committee, in its sole discretion, deems equitable and appropriate, shall make such
adjustments to any or all of (i) the number and kind of shares of stock which thereafter may be awarded,
optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of
shares of stock subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant
appreciation base with respect to any of the foregoing, provided, however, that the number of shares
subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide
for a cash payment to any Holder of an Award in connection with any adjustment made pursuant to this
Section 4.2.

(b) Notwithstanding any provision of the Plan to the contrary, in the event of a corporate merger, consolidation,

acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be
authorized, in its discretion, (i) to provide, prior to the transaction, for the acceleration of the vesting and
exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger,
provide for the termination of any portion of the Award that remains unexercised at the time of such
transaction, or (ii) to cancel any such Awards and to deliver to the Holders cash in an amount that the
Committee shall determine in its sole discretion is equal to the fair market value of such Awards on the
date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value (as
determined in sub-section (ii) of the definition of such term) of Common Stock on such date over the purchase
price of the Options or the base price of the SARs, as applicable. For the avoidance of doubt, if the
purchase price of the Options or base price of the SARs, as applicable, is greater than such Fair Market
Value, the Options or SARs may be canceled for no consideration pursuant to this section.

noncompliance with the requirements of Section 409A, to the extent applicable.

ARTICLE V

ELIGIBILITY

5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall
be such Persons who are employees (including officers) of, or Nonemployee Directors or independent contractors
providing services to, the Company or its Subsidiaries as the Committee shall select. Awards may be made to
employees, Nonemployee Directors or independent contractors who hold or have held Awards under the Plan or any
similar or other awards under any other plan of the Company or any of its Affiliates.

ARTICLE VI

STOCK OPTIONS

6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those
eligible Persons to be granted Options, the time when each Option shall be granted to such eligible Persons, the
series and number of shares of Common Stock subject to such Option, and, subject to Section 6.2, the purchase
price of the shares of Common Stock subject to such Option.

6.2 Option Price. The price at which shares may be purchased upon exercise of an Option shall be fixed by the
Committee and may be no less than the Fair Market Value of the shares of the applicable series of Common Stock
subject to the Option as of the date the Option is granted.

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6.3 Term of Options. Subject to the provisions of the Plan with respect to death, retirement and termination of
employment or service, the term of each Option shall be for such period as the Committee shall determine as set
forth in the applicable Agreement; provided that such term may not exceed ten years. However, if the term of an
Option expires when trading in the Common Stock is prohibited by law or the Company’s insider trading policy, then
the term of such Option shall expire on the 30th day after the expiration of such prohibition.

6.4 Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term
of the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise
provides, may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during
such term; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or
in part (without reducing the term of such Option).

6.5 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and

conditions as the Agreement may provide and in accordance with such other procedures for the exercise of
Options as the Committee may establish from time to time. The method or methods of payment of the
purchase price for the shares to be purchased upon exercise of an Option and of any amounts required by
Section 10.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory
note (subject to applicable law), (iv) whole shares of any series of Common Stock, (v) the withholding of
shares of the applicable series of Common Stock issuable upon such exercise of the Option, (vi) the
delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vii) any
combination of the foregoing methods of payment, or such other consideration and method of payment as
may be permitted for the issuance of shares under the Delaware General Corporation Law. The permitted
method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash,
shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems
appropriate.

(b) Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement,
shares of any series of Common Stock delivered in payment of all or any part of the amounts payable in
connection with the exercise of an Option, and shares of any series of Common Stock withheld for such
payment, shall be valued for such purpose at their Fair Market Value as of the exercise date.

under the Option as soon as practicable after the exercise thereof and payment in full of the purchase price
therefor and of any amounts required by Section 10.9, and within a reasonable time thereafter, such
transfer shall be evidenced on the books of the Company. Unless otherwise determined by the Committee
and provided in the applicable Agreement, (i) no Holder or other Person exercising an Option shall have any
of the rights of a stockholder of the Company with respect to shares of Common Stock subject to an
Option granted under the Plan until due exercise and full payment has been made, and (ii) no adjustment
shall be made for cash dividends or other rights for which the record date is prior to the date of such due
exercise and full payment.

ARTICLE VII

SARS

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible
Persons in such numbers, with respect to any specified series of Common Stock, and at such times during the term
of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called
a “related Option”) with respect to all or a portion of the shares of Common Stock subject to the related Option (a
“Tandem SAR”) or may be granted separately to an eligible Person (a “Free Standing SAR”). Subject to the
limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms
and conditions as are provided in the Agreement.

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at
any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.
Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable (and may
be subject to such additional limitations on exercisability as the Agreement may provide) and in no event after the

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complete termination or full exercise of the related Option. Upon the exercise or termination of the related Option,
the Tandem SARs with respect thereto shall be canceled automatically to the extent of the number of shares of
Common Stock with respect to which the related Option was so exercised or terminated. Subject to the limitations
of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and provided in
the applicable Agreement, (i) the Holder thereof shall be entitled to receive from the Company, for each share of
the applicable series of Common Stock with respect to which the Tandem SAR is being exercised, consideration (in
the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share
of the applicable series of Common Stock with respect to which the Tandem SAR was granted on the date of exercise
over the related Option purchase price per share, and (ii) the related Option with respect thereto shall be canceled
automatically to the extent of the number of shares of Common Stock with respect to which the Tandem SAR was so
exercised.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms
and conditions set forth in the applicable Agreement. The base price of a Free Standing SAR may be no less than
the Fair Market Value of the applicable series of Common Stock with respect to which the Free Standing SAR was
granted as of the date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise
of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable Agreement,
the Holder thereof shall be entitled to receive from the Company, for each share of the applicable series of Common
Stock with respect to which the Free Standing SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share of the applicable series of
Common Stock with respect to which the Free Standing SAR was granted on the date of exercise over the base price
per share of such Free Standing SAR. The term of a Free Standing SAR may not exceed ten years. However, if
the term of a Free Standing SAR expires when trading in the Common Stock is prohibited by law or the Company’s
insider trading policy, then the term of such Free Standing SAR shall expire on the 30th day after the expiration of
such prohibition.

7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in
cash, shares of the applicable series of Common Stock with respect to which the SAR was granted (valued at Fair
Market Value on the date of exercise of such SAR), a combination of cash and such shares of the applicable series
of Common Stock or such other consideration, in each case, as provided in the Agreement. No fractional shares
of Common Stock shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable
Agreement, the Holder will receive cash in lieu of fractional shares. Unless the Committee shall otherwise determine,
to the extent a Free Standing SAR is exercisable, it will be exercised automatically for cash on its expiration date.

7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise
of SARs at any time or in the aggregate, for a limit on the number of SARs that may be exercised by the Holder
in whole or in part for cash during any specified period, for a limit on the time periods during which a Holder may
exercise SARs, and for such other limits on the rights of the Holder and such other terms and conditions of the SAR,
including a condition that the SAR may be exercised only in accordance with rules and regulations adopted from
time to time, as the Committee may determine. Unless otherwise so provided in the applicable Agreement, any such
limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations
may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations as
well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the
Company shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise
determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII

RESTRICTED SHARES AND RESTRICTED STOCK UNITS

8.1 Grant of Restricted Shares. Subject to the limitations of the Plan, the Committee shall designate those eligible
Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted,
and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of
Restricted Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such
Restricted Shares in addition to those provided in the Plan. The Committee shall determine the price, if any, to be
paid by the Holder for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made

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for at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid and
nonassessable. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the
Agreement.

8.2 Issuance of Restricted Shares. An Award of Restricted Shares shall be registered in a book entry account (the
“Account”) in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction
Period, the Account, any statement of ownership representing the Restricted Shares that may be issued during
the Restriction Period and any securities constituting Retained Distributions shall bear a restrictive legend to the effect
that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights
appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable
Agreement.

8.3 Restrictions with Respect to Restricted Shares. During the Restriction Period, Restricted Shares shall constitute
issued and outstanding shares of the applicable series of Common Stock for all corporate purposes. The Holder
will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the
Committee may designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and
privileges of a Holder of shares of the applicable series of Common Stock with respect to such Restricted Shares;
except, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder
will not be entitled to delivery of the Restricted Shares until the Restriction Period shall have expired and unless all
other vesting requirements with respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will
retain custody of the Restricted Shares during the Restriction Period as provided in Section 8.2; (iii) other than
such dividends and distributions as the Committee may designate, the Company or its designee will retain custody
of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such
Retained Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are
applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such
Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in a separate account; (iv) the Holder may not sell, assign,
transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or such
Holder’s interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms or
conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

8.4 Grant of Restricted Stock Units. Subject to the limitations of the Plan, the Committee shall designate those eligible
Persons to be granted Awards of Restricted Stock Units, the value of which is based, in whole or in part, on the
Fair Market Value of the shares of any specified series of Common Stock. Subject to the provisions of the Plan,
including any rules established pursuant to Section 8.5, Awards of Restricted Stock Units shall be subject to such
terms, restrictions, conditions, vesting requirements and payment rules as the Committee may determine in its
discretion, which need not be identical for each Award. Such Awards may provide for the payment of cash
consideration by the Person to whom such Award is granted or provide that the Award, and any shares of Common
Stock to be issued in connection therewith, if applicable, shall be delivered without the payment of cash
consideration; provided, however, that the issuance of any shares of Common Stock in connection with an Award of
Restricted Stock Units shall be for at least the minimum consideration necessary to permit such shares to be
deemed fully paid and nonassessable. The determinations made by the Committee pursuant to this Section 8.4
shall be specified in the applicable Agreement.

8.5 Restrictions with Respect to Restricted Stock Units. Any Award of Restricted Stock Units, including any shares
of Common Stock which are part of an Award of Restricted Stock Units, may not be assigned, sold, transferred,
pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided
by the Committee at the time of the Award. A breach of any restrictions, terms or conditions provided in the Plan or
established by the Committee with respect to any Award of Restricted Stock Units will cause a forfeiture of such
Restricted Stock Units and any Dividend Equivalents with respect thereto.

8.6 Issuance of Restricted Stock Units. Restricted Stock Units shall be issued at the beginning of the Restriction
Period, shall not constitute issued and outstanding shares of the applicable series of Common Stock, and the Holder
shall not have any of the rights of a stockholder with respect to the shares of Common Stock covered by such an
Award of Restricted Stock Units, in each case until such shares shall have been issued to the Holder at the end of the
Restriction Period. If and to the extent that shares of Common Stock are to be issued at the end of the Restriction
Period, the Holder shall be entitled to receive Dividend Equivalents with respect to the shares of Common Stock
covered thereby either (i) during the Restriction Period or (ii) in accordance with the rules applicable to Retained
Distributions, as the Committee may specify in the Agreement.

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8.7 Cash Payments. In connection with any Award of Restricted Shares or Restricted Stock Units, an Agreement
may provide for the payment of a cash amount to the Holder of such Awards at any time after such Awards shall have
become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and
conditions as shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary,
incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive
from the Company.

8.8 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares or
Restricted Stock Units and the satisfaction of any other applicable restrictions, terms, and conditions, (i) all or the
applicable portion of such Restricted Shares or Restricted Stock Units shall become vested, (ii) any Retained
Distributions with respect to such Restricted Shares and any unpaid Dividend Equivalents with respect to such
Restricted Stock Units shall become vested to the extent that the Awards related thereto shall have become vested,
and (iii) any cash amount to be received by the Holder with respect to such Restricted Shares or Restricted Stock
Units shall become payable, all in accordance with the terms of the applicable Agreement. Any such Restricted
Shares, Restricted Stock Units, Retained Distributions, and any unpaid Dividend Equivalents that shall not become
vested shall be forfeited to the Company, and the Holder shall not thereafter have any rights (including dividend
and voting rights) with respect to such Restricted Shares, Restricted Stock Units, Retained Distributions, and any
unpaid Dividend Equivalents that shall have been so forfeited. The Committee may, in its discretion, provide that the
delivery of any Restricted Shares, Restricted Stock Units, Retained Distributions, and unpaid Dividend Equivalents
that shall have become vested, and payment of any related cash amounts that shall have become payable under this
Article VIII, shall be deferred until such date or dates as the recipient may elect. Any election of a recipient pursuant
to the preceding sentence shall be filed in writing with the Committee in accordance with such rules and regulations,
including any deadline for the making of such an election, as the Committee may provide, and shall be made in
compliance with Section 409A.

ARTICLE IX

CASH AWARDS AND PERFORMANCE AWARDS

9.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Stock Units, the Committee
shall, subject to the limitations of the Plan, have authority to grant to eligible Persons Cash Awards. Each Cash
Award shall be subject to such terms and conditions, restrictions and contingencies, if any, as the Committee shall
determine. The determinations made by the Committee pursuant to this Section 9.1 shall be specified in the applicable
Agreement.

9.2 Designation as a Performance Award. The Committee shall have the right to designate any Award of Options,
SARs, Restricted Shares, Restricted Stock Units or Cash Awards as a Performance Award.

9.3 Performance Measures. The Committee may establish performance measures for purposes of grants of
Performance Awards. Subject to the terms of this Plan, each of these measures shall be defined by the Committee
on a consolidated, group or division basis, on an absolute or relative basis or in comparison to one or more peer
group companies or indices. The amount of cash or shares payable or vested pursuant to Performance Awards may
be adjusted upward or downward, either on a formula or discretionary basis or any combination, as the Committee
determines. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Performance
Awards made pursuant to the Plan shall be determined by the Committee.

ARTICLE X

GENERAL PROVISIONS

10.1 Acceleration of Awards.

(a) Death or Disability. If a Holder’s employment or service shall terminate by reason of death or Disability,

notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any
Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an
Option or SAR, each outstanding Option or SAR granted under the Plan shall immediately become
exercisable in full in respect of the aggregate number of shares covered thereby; (ii) in the case of Restricted
Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to
have expired and all such Restricted Shares and any related Retained Distributions shall become vested
and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such

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manner as may be provided in the Agreement; and (iii) in the case of Restricted Stock Units, the Restriction
Period applicable to each such Award of Restricted Stock Units shall be deemed to have expired and all
such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and any related cash
amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be
provided in the Agreement.

(b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved Transaction, Board

Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting
schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides
otherwise: (i) in the case of an Option or SAR, each such outstanding Option or SAR granted under the Plan
shall become exercisable in full in respect of the aggregate number of shares covered thereby; (ii) in the
case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall
be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall
become vested and any related cash amounts payable pursuant to the applicable Agreement shall be
adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Stock Units,
the Restriction Period applicable to each such Award of Restricted Stock Units shall be deemed to have
expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and
any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as
may be provided in the Agreement, in each case effective upon the Board Change or Control Purchase or
immediately prior to the Approved Transaction. The effect, if any, on a Cash Award of an Approved
Transaction, Board Change or Control Purchase shall be prescribed in the applicable Agreement.
Notwithstanding the foregoing, unless otherwise provided in the applicable Agreement, the Committee may,
in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the
Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction
if effective provision has been made for the taking of such action which, in the opinion of the Committee,
is equitable and appropriate to substitute a new Award for such Award or to assume such Award and to make
such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving
effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent applicable,
the kind and amount of securities, cash or other assets into or for which the applicable series of Common
Stock may be changed, converted or exchanged in connection with the Approved Transaction.

10.2 Termination of Employment or Service.

(a) General. If a Holder’s employment or service shall terminate prior to an Option or SAR becoming exercisable

or being exercised (or deemed exercised, as provided in Section 7.2) in full, or during the Restriction
Period with respect to any Restricted Shares or any Restricted Stock Units, then such Option or SAR shall
thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained
Distributions and related cash amounts and any unvested Restricted Stock Units, unpaid Dividend
Equivalents and related cash amounts shall thereafter vest, in each case solely to the extent provided in
the applicable Agreement; provided, however, that, unless otherwise determined by the Committee and
provided in the applicable Agreement, (i) no Option or SAR may be exercised after the scheduled expiration
date thereof; (ii) if the Holder’s employment or service terminates by reason of death or Disability, the
Option or SAR shall remain exercisable for a period of at least one year following such termination (but not
later than the scheduled expiration of such Option or SAR); and (iii) any termination of the Holder’s
employment or service for cause will be treated in accordance with the provisions of Section 10.2(b). The
effect on a Cash Award of the termination of a Holder’s employment or service for any reason, other than for
cause, shall be prescribed in the applicable Agreement. For the avoidance of doubt, in the discretion of
the Committee, an Award may provide that a Holder’s service shall be deemed to have continued for
purposes of the Award while a Holder provides services to the Company, any Subsidiary, or any former
affiliate of the Company or any Subsidiary.

(b) Termination for Cause. If a Holder’s employment or service with the Company or a Subsidiary of the

Company shall be terminated by the Company or such Subsidiary for “cause” during the Restriction Period
with respect to any Restricted Shares or Restricted Stock Units or prior to any Option or SAR becoming
exercisable or being exercised in full or prior to the payment in full of any Cash Award (for these purposes,
“cause” shall have the meaning ascribed thereto in any employment or consulting agreement to which such
Holder is a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence,
moral turpitude, other misconduct of any kind and the refusal to perform such Holder’s duties and
responsibilities for any reason other than illness or incapacity; provided, however, that if such termination

QURATE RETAIL, INC. 2020 PROXY STATEMENT | A-10

occurs within 12 months after an Approved Transaction or Control Purchase or Board Change, termination
for “cause” shall mean only a felony conviction for fraud, misappropriation, or embezzlement), then, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and
SARs and all unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) such Holder’s
rights to all Restricted Shares, Restricted Stock Units, Retained Distributions, any unpaid Dividend Equivalents
and any related cash amounts shall be forfeited immediately.

(c) Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination
of employment or service; provided, however, that for purposes of the Plan, (i) a leave of absence, duly
authorized in writing by the Company for military service or sickness, or for any other purpose approved by
the Company if the period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of
90 days, duly authorized in writing by the Company provided the employee’s right to reemployment is
guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise
determined by the Committee and provided in the applicable Agreement, Awards made under the Plan
shall not be affected by any change of employment or service so long as the Holder continues to be a
Nonemployee Director or an employee or independent contractor of the Company or its Subsidiaries.

10.3 Right of Company to Terminate Employment or Service. Nothing contained in the Plan or in any Award, and
no action of the Company or the Committee with respect thereto, shall confer or be construed to confer on any Holder
any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any Subsidiary of the Company to terminate the employment or service of the Holder
at any time, with or without cause, subject, however, to the provisions of any employment or consulting agreement
between the Holder and the Company or any Subsidiary of the Company, or in the case of a director, to the charter
and bylaws, as the same may be in effect from time to time.

10.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, garnishment, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, garnish,
encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject
to the debts, contracts, liabilities or torts of the Person entitled to such benefits.

10.5 Written Agreement. Each Award under the Plan shall be evidenced by a written agreement, in such form as
the Committee shall approve from time to time in its discretion, specifying the terms and provisions of such Award
which may not be inconsistent with the provisions of the Plan; provided, however, that if more than one type of Award
is made to the same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each
grantee of an Option, SAR, Restricted Shares, Restricted Stock Units or Performance Award (including a Cash
Award) shall be notified promptly of such grant, and a written Agreement shall be promptly delivered by the Company.
Any such written Agreement may contain (but shall not be required to contain) such provisions as the Committee
deems appropriate to insure that the penalty provisions of Section 4999 of the Code will not apply to any stock or cash
received by the Holder from the Company. Any such Agreement may be supplemented or amended from time to
time as approved by the Committee as contemplated by Section 10.7(b).

10.6 Nontransferability. Unless otherwise determined by the Committee and expressly provided for in an Agreement,
Awards are not transferable (either voluntarily or involuntarily), before or after a Holder’s death, except as follows:
(a) during the Holder’s lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction,
that is not contrary to the terms and conditions of the Plan or any applicable Agreement, and in a form acceptable
to the Committee; or (b) after the Holder’s death, by will or pursuant to the applicable laws of descent and distribution,
as may be the case. Any person to whom Awards are transferred in accordance with the provisions of the preceding
sentence shall take such Awards subject to all of the terms and conditions of the Plan and any applicable
Agreement.

10.7 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may

be made under the Plan on or after the fifth anniversary of the Effective Date. The Plan may be terminated
at any time prior to such date and may, from time to time, be suspended or discontinued or modified or
amended if such action is deemed advisable by the Committee.

(b) Modification. No termination, modification or amendment of the Plan may, without the consent of the

Person to whom any Award shall theretofore have been granted, adversely affect the rights of such Person
with respect to such Award. No modification, extension, renewal or other change in any Award granted

A-11 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

under the Plan shall be made after the grant of such Award, unless the same is consistent with the
provisions of the Plan. With the consent of the Holder and subject to the terms and conditions of the Plan
(including Section 10.7(a)), the Committee may amend outstanding Agreements with any Holder, including
any amendment which would (i) accelerate the time or times at which the Award may be exercised and/or
(ii) extend the scheduled expiration date of the Award. Without limiting the generality of the foregoing, the
Committee may, but solely with the Holder’s consent unless otherwise provided in the Agreement, agree to
cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award
so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing
contained in the foregoing provisions of this Section 10.7(b) shall be construed to prevent the Committee
from providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby
shall be subject to such rules and regulations as the Committee may, subject to the express provisions of the
Plan, adopt from time to time or impair the enforceability of any such provision.

10.8 Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to
all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required,
including the effectiveness of any registration statement required under the Securities Act of 1933, and the rules and
regulations of any securities exchange or association on which the Common Stock may be listed or quoted. For so
long as any series of Common Stock are registered under the Exchange Act, the Company shall use its reasonable
efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the Securities
Act of 1933 with respect to all shares of the applicable series of Common Stock that may be issuable, from time to
time, to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it under the
Exchange Act.

10.9 Withholding. The Company’s obligation to deliver shares of Common Stock or pay cash in respect of any
Award under the Plan shall be subject to applicable federal, state and local tax withholding requirements. Federal,
state and local withholding tax due at the time of an Award, upon the exercise of any Option or SAR or upon the
vesting of, or expiration of restrictions with respect to, Restricted Shares or Restricted Stock Units or the attainment
of performance measures applicable to a Performance Award, as appropriate, may, in the discretion of the Committee,
be paid in shares of Common Stock already owned by the Holder or through the withholding of shares otherwise
issuable to such Holder, upon such terms and conditions (including the conditions referenced in Section 6.5) as the
Committee shall determine. For the avoidance of doubt, the Committee may, in its discretion, allow for tax
withholding in respect of any Award up to the maximum withholding rate applicable to the Holder. If the Holder shall
fail to pay, or make arrangements satisfactory to the Committee for the payment to the Company of, all such
federal, state and local taxes required to be withheld by the Company, then the Company shall, to the extent permitted
by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to
any federal, state or local taxes of any kind required to be withheld by the Company with respect to such Award.

10.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including
the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.

10.11 Exclusion from Other Plans. By acceptance of an Award, unless otherwise provided in the applicable
Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that
will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any
payment under any pension, retirement or other benefit plan, program or policy of the Company or any Subsidiary of
the Company. In addition, each beneficiary of a deceased Holder shall be deemed to have agreed that such
Award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the
Holder which is payable to such beneficiary under any life insurance plan of the Company or any Subsidiary of the
Company.

10.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any
cash or any shares of Common Stock which may at any time be represented by Awards, and the Plan shall
constitute an “unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted
Shares and except as expressly set forth in an Agreement, no Holder shall have voting or other rights with respect
to the shares of Common Stock covered by an Award prior to the delivery of such shares. Neither the Company nor
any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a trustee of any shares of
Common Stock or any other property, and the liabilities of the Company and any Subsidiary of the Company to any
Holder pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or

QURATE RETAIL, INC. 2020 PROXY STATEMENT | A-12

pursuant to the Plan, and the rights of any Holder, former service provider or beneficiary under the Plan shall be
limited to those of a general creditor of the Company or the applicable Subsidiary of the Company, as the case may
be. In its sole discretion, the Board may authorize the creation of trusts or other arrangements to meet the obligations
of the Company under the Plan, provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.

10.13 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of
Delaware.

10.14 Accounts. The delivery of any shares of Common Stock and the payment of any amount in respect of an
Award shall be for the account of the Company or the applicable Subsidiary of the Company, as the case may be,
and any such delivery or payment shall not be made until the recipient shall have paid or made satisfactory
arrangements for the payment of any applicable withholding taxes as provided in Section 10.9.

10.15 Legends. Any statement of ownership evidencing shares of Common Stock subject to an Award shall bear
such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or
restrictions of the Award applicable to such shares, including any to the effect that the shares represented thereby
may not be disposed of unless the Company has received an opinion of counsel, acceptable to the Company, that
such disposition will not violate any federal or state securities laws.

10.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of
the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to
merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.

10.17 Section 409A. The Plan and the Awards made hereunder are intended to be (i) “stock rights” exempt from
Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulations § 1.409A-1(b)(5), (ii) “short-term
deferrals” exempt from Section 409A or (iii) payments which are deferred compensation and paid in compliance with
Section 409A, and the Plan and each Agreement shall be interpreted and administered accordingly. Any adjustments
of Awards intended to be “stock rights” exempt from Section 409A pursuant to Treasury Regulations § 1.409A-
1(b)(5) shall be conducted in a manner so as not to constitute a grant of a new stock right or a change in the time
and form of payment pursuant to Treasury Regulations §1.409A-1(b)(5)(v). In the event an Award is not exempt from
Section 409A, (x) payment pursuant to the relevant Agreement shall be made only on a permissible payment
event or at a specified time in compliance with Section 409A, (y) no accelerated payment shall be made pursuant to
Section 10.1(b) unless the Board Change, Approved Transaction or Control Purchase constitutes a “change in
control event” under Treasury Regulations §1.409A-3(i)(5) or otherwise constitutes a permissible payment event
under Section 409A and (z) no amendment or modification of such Award may be made except in compliance with
the anti-deferral and anti-acceleration provisions of Section 409A. No deferrals of compensation otherwise payable
under the Plan or any Award shall be allowed, whether at the discretion of the Company or the Holder, except in a
manner consistent with the requirements of Section 409A. If a Holder is identified by the Company as a “specified
employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which such Holder has a “separation
from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable
or settled on account of a separation from service that is deferred compensation subject to Code Section 409A
shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the
Holder’s separation from service, (2) the date of the Holder’s death, or (3) such earlier date as complies with the
requirements of Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the
Plan or any Award shall be exempt from or comply with Section 409A and makes no undertaking to preclude
Section 409A from applying to the Award or the Plan. Unless otherwise provided in a separate agreement with the
Holder, if any Award fails to meet the requirements of Section 409A, neither the Company nor any of its Affiliates shall
have any liability for any tax, penalty or interest imposed on any Holder under Section 409A, and the Holder shall
have no recourse against the Company or any of its Affiliate for payment of any such tax, penalty or interest imposed
by Section 409A.

10.18 Administrative Blackouts. In addition to its other powers hereunder, the Committee has the authority to
suspend (i) the exercise of Options or SARs and (ii) any other transactions under the Plan as it deems necessary
or appropriate for administrative reasons.

10.19 Clawback Policy. Notwithstanding any other provisions in this Plan, any Award shall be subject to recovery or
clawback by the Company under any clawback policy adopted by the Company, and as may be required by any
applicable law, government regulation or stock exchange listing requirement.

A-13 | QURATE RETAIL, INC. 2020 PROXY STATEMENT

10.20 Stock Ownership Guidelines. Any Award shall be subject to any applicable stock ownership guidelines
adopted by the Company, as amended or superseded from time to time.

10.21 Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive, Awards (whether or not such persons
are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other
things, to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-
uniform and selective Award Agreements, as to the persons to receive Awards under the Plan, and the terms and
provisions of Awards under the Plan.

QURATE RETAIL, INC. 2020 PROXY STATEMENT | A-14

FINANCIAL INFORMATION

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. (formerly named Liberty Interactive Corporation, “Qurate
Retail,” the “Company,” “we,” “us” and “our”) trades on the Nasdaq Global Select Market. Our Series A and Series B
QVC Group common stock traded on the Nasdaq Global Select Market under the symbols “QVCA” and “QVCB,”
respectively. On May 23, 2018, the Company filed its restated certificate of incorporation, which (i) eliminated the tracking
stock capitalization structure of the Company and (ii) reclassified each outstanding share of our Series A and Series B QVC
Group common stock into one share of our Series A and Series B common stock, respectively. Following the
reclassification, our Series A and Series B common stock continued trading on the Nasdaq Global Select Market, but 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. Although the reclassification resulted in stock name and related
ticker symbol changes, historical information for our Series B QVC Group common stock refers to such stock herein as
our Series B common stock. 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, 2019 and 2018. 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

2018
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

28.90
25.46
23.09
24.24

22.37
17.50
14.62
10.62

24.49
20.32
19.62
18.47

15.91
11.62
10.10
7.84

Holders

As of January 31, 2020, there were 2,449 and 70 record holders of our Series A and Series B Qurate Retail
common stock, respectively. The foregoing numbers of record holders do not include the number of stockholders whose
shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one
shareholder.

Dividends

We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings,
financial condition and other relevant considerations. See “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 2020

Annual Meeting of Stockholders.

F-1

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 Qurate Retail common
stock. There were no repurchases of Series A or Series B Qurate Retail common stock during the three months ended
December 31, 2019. As of December 31, 2019, $497 million was available to be used for share repurchases of Series A or
Series B Qurate Retail common stock under the Company’s share repurchase program.

34,535 shares of Series A Qurate Retail common 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, 2019.

Selected Financial Data.

The following tables present selected historical information relating to our financial condition and results of
operations for the past five years. Certain prior period amounts have been reclassified for comparability with the current
year presentation. The following data should be read in conjunction with our consolidated financial statements.

2019

2018

December 31,
2017

2016

2015

amounts in millions

673

Summary Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in available-for-sale securities and other cost
investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
96
Intangible assets not subject to amortization (1) . . . . . . . . . . . . . . $ 9,744 10,912
Noncurrent assets of discontinued operations (2) (3) . . . . . . . . . . $
—
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,305 17,841
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,855
5,963
1,925
Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,716
—
—
Noncurrent liabilities of discontinued operations (2) (3) . . . . . . . $
Total equity (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,972
5,744
120
132
Noncontrolling interest in equity of subsidiaries . . . . . . . . . . . . . . $

653

—

903

825

2,449

1,922
2,363
9,354
11,011
3,635
3,161
24,122 20,355
7,166
7,553
3,354
2,500
282
303
6,861
10,083
89
99

1,353
9,485
927
21,180
7,481
3,217
285
6,875
88

F-2

Years ended December 31,

2019

2018 2017 2016 2015

amounts in millions,
except per share amounts

Summary Statement of Operations Data:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,458
184
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(374)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(160)
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(251)
Realized and unrealized gains (losses) on financial instruments, net . . . . . . . . . . . . . . . . . . . $
(1)
Gains (losses) on transactions, net (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (loss) from continuing operations (3) (4):

14,070
1,324
(381)
(162)
76
1

10,404
1,043
(355)
(200)
145
410

10,647
968
(363)
(68)
414
9

Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Ventures common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(405)
—
(405)

722
101
823

1,254
781
2,035

511
264
775

9,989
1,116
(360)
(178)
114
110

674
(43)
631

Basic earnings (loss) from continuing operations attributable to Qurate Retail, Inc.

stockholders per common share:

Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock (2) (3) . . . . . . . . . . . . . . . . . . . . . . . $
Diluted earnings (loss) from continuing operations attributable to Qurate Retail, Inc.

stockholders per common share:

(1.08)
NA

1.46
1.17

2.71
14.34

0.99
5.54

1.35
(0.36)

Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock (2) (3) . . . . . . . . . . . . . . . . . . . . . . . $

(1.08)
NA

1.45
1.16

2.70
14.17

0.98
5.49

1.33
(0.36)

(1) On December 29, 2017, the Company acquired the remaining approximately 62% of HSN, Inc. (“HSN”) it did not
already own in an all-stock transaction, making HSN a wholly-owned subsidiary. In conjunction with the application
of acquisition accounting, the Company recorded a full step up in basis of HSN along with a gain between our
historical basis and the fair value of our interest in HSN.

(2) Qurate Retail’s split-off of its former wholly-owned subsidiary Liberty Expedia Holdings, Inc. (“Expedia Holdings”)
was effected on November 4, 2016 as a split-off through the redemption of a portion of Qurate Retail’s Series A and
Series B Liberty Ventures common stock for shares of Expedia Holdings. The consolidated financial statements of
Qurate Retail have been prepared to reflect the Company’s interest in Expedia Group, Inc. as a discontinued operation
for the years ended December 31, 2016 and 2015.

(3) The GCI Liberty Split-Off (defined below) was effected on March 9, 2018. The split-off of Qurate Retail’s interest
in Liberty Broadband (as defined below) had a major effect on Qurate Retail’s operations. Accordingly, Qurate Retail’s
interest in Liberty Broadband is presented as a discontinued operation for the years ended December 31, 2018, 2017
and 2016.

(4) Includes earnings (losses) from continuing operations attributable to the noncontrolling interests of $51 million, $48
million, $46 million, $39 million and $42 million for the years ended December 31, 2019, 2018, 2017, 2016, and
2015, respectively.

F-3

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information concerning our results of operations and financial
condition. This discussion should be read in conjunction with our accompanying consolidated financial statements and the
notes thereto. 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. Our
largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC (as defined below)
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. On December 29, 2017, we acquired the approximately 62% of
HSN we did not already own in an all-stock transaction (the “Merger”) making HSN a wholly-owned subsidiary. On
December 31, 2018, Qurate Retail transferred our 100% ownership interest in HSN to QVC, Inc. through a transaction
among entities under common control. Following this transaction, Cornerstone (a former subsidiary of HSN) remains a
subsidiary of Qurate Retail and is included in the “Corporate and other” reportable segment. On October 1, 2015 we
acquired zulily, inc., now known as Zulily, LLC (“Zulily”), an online retailer offering customers a fun and entertaining
shopping experience with a fresh selection of new product styles launched every day. Zulily is a reportable segment.
References throughout this annual report to “QVC” refer to QVC, Inc., which includes HSN, QVC U.S. and QVC
International.

Our “Corporate and other” category includes our consolidated subsidiary Cornerstone, along with various cost
and equity method investments. See discussion below for the entities that were included in Corporate and other in prior
periods.

Prior to the Transactions (described and defined below), the Company utilized tracking stocks in its capital
structure. A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic
performance of a particular business or "group," rather than the economic performance of the company as a whole. Qurate
Retail had two tracking stocks—QVC Group common stock and Liberty Ventures common stock, which were intended to
track and reflect the economic performance of Qurate Retail’s businesses, assets and liabilities attributed to the QVC Group
and the Ventures Group, respectively. The QVC Group was comprised of the Company’s wholly-owned subsidiaries QVC,
Zulily, HSN and Cornerstone among other assets and liabilities. The Ventures Group was comprised of businesses not
included in the QVC Group including Evite, Inc. (“Evite”) and our interests in Liberty Broadband Corporation (“Liberty
Broadband”), LendingTree, Inc. (“LendingTree”), investments in Charter Communications, Inc. (“Charter”) and ILG, Inc.
(“ILG”), among other assets and liabilities (which were all included in the Corporate and other category). The Company’s
results are attributed to the QVC Group and the Ventures Group through March 9, 2018.

On March 9, 2018, Qurate Retail completed the transactions contemplated by the Agreement and Plan of
Reorganization (as amended, the “Reorganization Agreement,” and the transactions contemplated thereby, the
“Transactions”) among General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a
Delaware limited liability company and a direct wholly-owned subsidiary of Qurate Retail (“LI LLC”). Pursuant to the
Reorganization Agreement, GCI amended and restated its articles of incorporation (which resulted in GCI being renamed
GCI Liberty, Inc. (“GCI Liberty”)) and effected a reclassification and auto conversion of its common stock. After market
close on March 8, 2018, Qurate Retail’s board of directors approved the reattribution of certain assets and liabilities from
Qurate Retail’s Ventures Group to its QVC Group, which was effective immediately. The reattributed assets and liabilities
included cash, Qurate Retail’s interest in ILG, certain green energy investments, LI LLC’s exchangeable debentures, and
certain tax benefits.

Following these events, Qurate Retail acquired GCI Liberty through a reorganization in which certain Qurate
Retail interests, assets and liabilities attributed to the Ventures Group were contributed (the “contribution”) to GCI Liberty
in exchange for a controlling interest in GCI Liberty. Qurate Retail and LI LLC contributed to GCI Liberty their entire
equity interest in Liberty Broadband, Charter, and LendingTree, the Evite operating business and other assets and liabilities
attributed to Qurate Retail’s Venture Group (following the reattribution), in exchange for (a) the issuance to LI LLC of a
number of shares of GCI Liberty Class A Common Stock and a number of shares of GCI Liberty Class B Common Stock

F-4

equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures
common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty.

Following the contribution, Qurate Retail effected a tax-free separation of its controlling interest in the combined
company (the “GCI Liberty Split-Off”), GCI Liberty, to the holders of Liberty Ventures common stock in full redemption
of all outstanding shares of such stock, in which each outstanding share of Series A Liberty Ventures common stock was
redeemed for one share of GCI Liberty Class A common stock and each outstanding share of Series B Liberty Ventures
common stock was redeemed for one share of GCI Liberty Class B common stock. Simultaneous with the closing of the
Transactions, QVC Group common stock became the only outstanding common stock of Qurate Retail, and thus QVC
Group common stock ceased to function as a tracking stock. On April 9, 2018, Liberty Interactive Corporation was
renamed Qurate Retail, Inc. On May 23, 2018, Qurate Retail amended its charter to eliminate the tracking stock
capitalization structure and reclassify each share of QVC Group common stock into one share of the corresponding series
of new common stock of Qurate Retail. Throughout this annual report, we refer to our Series A and Series B common
stock as “Qurate Retail common stock” and “QVC Group common stock.” In July 2018, the Internal Revenue Service
(“IRS”) completed its review of the GCI Liberty Split-Off and informed Qurate Retail that it agreed with the nontaxable
characterization of the transactions. Qurate Retail received an Issue Resolution Agreement from the IRS documenting this
conclusion.

On October 17, 2018, Qurate Retail announced a series of initiatives designed to better position its HSN and QVC
U.S. businesses (“QRG Initiatives”). As part of the QRG Initiatives, QVC will close its fulfillment centers in Lancaster,
Pennsylvania and Roanoke, Virginia and leased a new fulfillment center in Bethlehem, Pennsylvania, that commenced in
2019 (see note 9 to the accompanying consolidated financial statements). Expenditures related to the QRG Initiatives are
recorded as part of transaction related costs. Qurate Retail recorded transaction related costs of $41 million during the
year ended December 31, 2018, which primarily related to severance as a result of the QRG Initiatives. Also, as a result
of changes in internal reporting from the QRG Initiatives, during the first quarter of 2019 the Company changed its
reportable segments to combine HSN and QVC U.S. into one reportable segment called “QxH.”

Disposals

As a result of the GCI Liberty Split-Off, Qurate Retail viewed LendingTree, Evite and Liberty Broadband as
separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative
analysis, the split-off of Qurate Retail’s interest in Liberty Broadband had a major effect on Qurate Retail’s operations.
Accordingly, Qurate Retail’s interest in Liberty Broadband is presented as a discontinued operation. The disposition of
Evite and LendingTree as part of the GCI Liberty Split-Off did not have a major effect on Qurate Retail’s historical results
nor is it expected to have a major effect on Qurate Retail’s future operations. Accordingly, Evite and LendingTree are not
presented as discontinued operations.

Strategies and Challenges

Televised Shopping Businesses. The goal of QVC is to extend its leadership in video commerce, e-commerce,
mobile commerce and social commerce by continuing to create the world’s most engaging shopping experiences,
combining the best of retail, media, and social, highly differentiated from traditional brick-and-mortar stores or
transactional e-commerce. QVC provides customers with curated collections of unique products, made personal and
relevant by the power of storytelling. QVC curates experiences, conversations and communities for millions of highly
discerning shoppers, and also curates large audiences, across its many platforms, for its thousands of brand partners.

QVC intends to employ several strategies to achieve these objectives. Among these strategies are to (i) Curate
special products at compelling values; (ii) Extend video reach and relevance; (iii) Reimagine daily digital discovery; (iv)
Expand and engage our passionate community; and (v) Deliver joyful customer service. In addition, QVC is exploring
opportunities to evolve the International operating model to pursue growth opportunities in a more leveraged way across
markets.

Future net revenue growth will primarily depend on sales growth from e-commerce, mobile platforms and
applications via streaming video, additions of new customers from households already receiving QVC’s broadcast

F-5

programming, and increased spending from existing customers. Future net revenue may also be affected by (i) the
willingness of cable television and direct-to-home satellite system operators to continue carrying QVC’s programming
services; (ii) QVC’s ability to maintain favorable channel positioning, which may become more difficult due to
governmental action or from distributors converting analog customers to digital; (iii) changes in television viewing habits
because of personal video recorders, video-on-demand and internet video services; (iv) QVC’s ability to source new and
compelling products; and (v) general economic conditions.

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. Global financial markets
have recently experienced disruptions, including increased volatility and diminished liquidity and credit availability. If
economic and financial market conditions in the United States (“U.S.”) or other key markets, including Japan and Europe,
become uncertain or deteriorate, customers may respond by suspending, delaying, or reducing their discretionary spending.
A suspension, delay or reduction in discretionary spending could adversely affect revenue. Accordingly, our 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. The Company is currently unable to predict the extent of any of these potential adverse effects.

The Brexit process and negotiations have created political and economic uncertainty, particularly in the U.K. and
the E.U., and this uncertainty may last for years. On June 23, 2016, the U.K. held a referendum in which voters approved,
on an advisory basis, an exit from the E.U. The U.K. formally left the E.U. on January 31, 2020. This has resulted in a
transition period during which the E.U.-U.K. trade relationship will not change, and the UK will remain part of the E.U.
Customs Union and Single Market, subject to all E.U. trade law. During the transition period, the E.U. and the U.K. will
negotiate their new economic and security relationship, including a new agreement on trade. The transition will last until
December 31, 2020, which can be extended for up to two years if the E.U. and the U.K. agree to do so. However, at present,
the U.K. government’s stated intention is not to seek or agree to an extension. A “no deal” outcome on trade remains a
possibility if the E.U. and the U.K. fail to conclude a new trade agreement before December 31, 2020 and the transition
period is not extended. In that case, with effect from January 1, 2021, the basis for E.U.-U.K. trade would automatically
default to World Trade Organization terms. The potential impacts, if any, of the considerable uncertainty relating to Brexit
or the resulting terms of the new economic and security relationship between the U.K. and the E.U. on the free movement
of goods, services, people and capital between the U.K. and the E.U., customer behavior, economic conditions, interest
rates, currency exchange rates, availability of capital or other matters are unclear. QVC’s business could be affected with
respect to these matters during this period of uncertainty, and perhaps longer, depending on the resulting terms. In
particular, its business could be negatively affected by new trade agreements between the U.K. and other countries,
including the U.S., and by the possible imposition of trade or other regulatory barriers in the U.K. which could result in
shipping delays and the shortage of products sold by QVC. Additionally, the U.K. economy and consumer demand in the
U.K., including for QVC’s products, could be negatively impacted. Further, various geopolitical forces related to Brexit
may impact the global economy, the European economy and QVC’s business, including, for example, due to other E.U.
member states where QVC has operations proposing referendums to, or electing to, exit the E.U. These possible negative
impacts, and others resulting from the U.K.’s withdrawal from the E.U., may adversely affect QVC’s operating results.

The President of the U.S. has expressed apprehension towards trade agreements, such as the Trans-Pacific
Partnership, and suggested that the U.S. would renegotiate or withdraw from certain trade agreements. He has advocated
for and imposed tariffs on certain goods imported into the U.S., particularly from China. In response to these new U.S.
tariffs, some foreign governments, including China, have instituted or are considering instituting tariffs on certain U.S.
goods. New tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries. Like many
other multinational corporations, QVC does a significant amount of business that could be impacted by changes to U.S.
and international trade policies (including governmental action related to tariffs and trade agreements). Such changes have
the potential to adversely impact the U.S. economy or certain sectors thereof, QVC’s industry and the global demand for
its products and, as a result, could have a material adverse effect on QVC’s business, financial condition and results of
operations.

On January 23, 2017, the President of the U.S. signed a presidential memorandum to withdraw the U.S. from the
Trans- Pacific Partnership. On October 1, 2018, the U.S., Mexico and Canada agreed to the terms of the United States-

F-6

Mexico- Canada Agreement (the "USMCA"), a successor to the North American Free Trade Agreement ("NAFTA"),
which will impact imports and exports among those countries. The countries agreed to a revised version of the USMCA
on December 10, 2019. The USMCA has only been ratified by Mexico and the U.S. Once ratified by the legislature of
Canada, the USMCA would be enacted and replace NAFTA. As of the date of this report, there is some uncertainty about
whether the USMCA will be ratified by Canada, as well as the timing thereof, and the potential for further re-negotiation,
or even termination, of NAFTA. Further, the USMCA could undergo changes that lead to further modifications of certain
USMCA provisions before being passed into law. These and other proposed actions, if implemented, could adversely affect
our subsidiaries because they sell imported products.

Zulily. Zulily’s objective is to be the leading online retail destination for shoppers. Zulily’s goal is to be part of
its customers’ daily routine, allowing them to visit Zulily sites and discover a selection of fresh, new and affordable
merchandise curated for them every morning. Zulily intends to employ the following strategies to achieve these goals and
objectives: (i) acquire new customers; (ii) increase customer loyalty and repeat purchasing; (iii) add new vendors and
strengthen existing vendor relationships; (iv) invest in mobile platform and channels with which its customers want to
engage; and (v) invest in low cost supply chain systems in the U.S. and cross border.

Zulily has limited contractual assurances of continued supply, pricing or access to new products, and vendors
could change the terms upon which they sell to Zulily or discontinue selling to Zulily for future sales at any time. As Zulily
grows, continuing to identify a sufficient number of new emerging brands and smaller boutique vendors may become more
and more of a challenge. If Zulily is not able to identify and effectively promote these new brands, it may lose customers
to competitors. Even if Zulily identifies new vendors, it may not be able to purchase desired merchandise in sufficient
quantities or on acceptable terms in the future, and products from alternative sources, if any, may be of a lesser quality or
more expensive than those from existing vendors. In addition, larger national brands may offer products that are less
unique, and it may be easier for Zulily’s competitors to offer such products at prices or upon terms that may be compelling
to consumers. An inability to purchase suitable merchandise on acceptable terms or to source new vendors could have an
adverse effect on Zulily’s business.

To support its large and diverse base of vendors and its flash sales model that requires constantly changing
products, Zulily must incur costs related to its merchandising team, photography studios and creative personnel. As Zulily
grows, it may not be able to continue to expand its product offerings in a cost-effective manner. In addition, the variety in
size and sophistication of Zulily’s vendors presents different challenges to its infrastructure and operations. Zulily’s
emerging brands and smaller boutique vendors may be less experienced in manufacturing and shipping, which may lead
to inconsistencies in quality, delays in the delivery of merchandise or additional fulfillment cost. Zulily’s larger national
brands may impose additional requirements or offer less favorable terms than smaller vendors related to margins and
inventory ownership and risk and may also be unable to ship products timely. If Zulily is unable to maintain and effectively
manage its relationships with emerging brands and smaller boutique vendors or larger national brands, Zulily’s business
could be adversely affected.

F-7

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 our consolidated subsidiary Cornerstone, along with various cost
and equity method investments. For a more detailed discussion and analysis of the financial results of the principal
reporting segments, see "Results of Operations - Businesses" below.

Operating Results

Years ended December 31,

2019

2018

2017

amounts in millions

Revenue

QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter-segment eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Qurate Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

8,277
2,709
1,571
901
—
13,458

8,544
2,738
1,817
973
(2)
14,070

Former QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Former Ventures Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

NA
NA

(a)
(a)

Operating Income (Loss)

Consolidated Qurate Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

973
354
(1,091)
(52)
184

1,161
351
(95)
(93)
1,324

NA
NA

(a)
(a)

Adjusted OIBDA

Consolidated Qurate Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1,536
446
48
(1)
2,029

1,630
429
108
(13)
2,154

NA
NA

(a)
(a)

6,140
2,631
1,613
23
(3)
10,404

10,381
23

956
353
(129)
(137)
1,043

1,100
(57)

1,455
451
91
(47)
1,950

1,977
(27)

(a) Due to the GCI Liberty Split-Off, including the redemption of outstanding shares of Liberty Ventures common stock,
the Ventures Group and the QVC Group tracking stock structure no longer exists as of March 9, 2018, however
amounts were attributed to the Ventures Group and the QVC Group from January 1, 2018 through March 9, 2018.
Attributed to the Ventures Group was revenue of $3 million, operating loss of $8 million, and an Adjusted OIBDA
loss of $5 million for the year ended December 31, 2018.

Revenue. Our consolidated revenue decreased 4.3% and increased 35.2% for the years ended December 31,

2019 and 2018, respectively, as compared to the corresponding prior year periods.

F-8

QxH, Zulily and QVC International revenue decreased $267 million, $246 million and $29 million, respectively,
during the year ended December 31, 2019, as compared to the same period in the prior year. See "Results of Operations -
Businesses" below for a more complete discussion of the results of operations of QVC and Zulily. Corporate and other
revenue decreased $72 million for the year ended December 31, 2019, as compared to the corresponding period in the prior
year due to a decrease in Cornerstone revenue of $70 million due to the shutdown of one of the home brands in
Cornerstone’s portfolio during the fourth quarter of 2018.

QxH, Zulily and QVC International revenue increased $2,404 million, $204 million and $107 million during the
year ended December 31, 2018 compared to the same period in the prior year. The QxH increase in 2018 was primarily
related to the acquisition of HSN, as no HSN revenue was included in 2017 results due to the timing of the acquisition.
See "Results of Operations - Businesses" below for a more complete discussion of the results of operations of QVC and
Zulily. Corporate and other revenue increased $950 million for the year ended December 31, 2018, as compared to the
corresponding prior year period due to the acquisition of Cornerstone which had revenue of $970 million for the year
ended December 31, 2018, partially offset by a decrease in revenue due to the disposition of Evite in the GCI Liberty Split-
Off ($21 million).

Operating income (loss). Our consolidated operating income decreased $1,140 million and increased
$281 million for the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding prior year
periods.

Zulily operating losses increased $996 million for the year ended December 31, 2019, as compared to the
corresponding prior year period, primarily due to the impairment of intangible assets at Zulily during the third quarter of
2019. QxH and QVC International operating income decreased $188 million and increased $3 million, respectively, for
the year ended December 31, 2019, compared to the same period in the prior year. See "Results of Operations - Businesses"
below for a more complete discussion of the results of operations of QVC and Zulily. Operating losses for Corporate and
other improved $41 million for the year ended December 31, 2019, as compared to the corresponding period in the prior
year, due to a reduction in operating losses at Cornerstone as a result of the shutdown of one of the home brands in
Cornerstone’s portfolio during the fourth quarter of 2018, along with the elimination of corporate costs at the Liberty
Ventures Group due to the GCI Liberty Split-Off in 2018.

QxH and QVC International operating income increased $205 million and decreased $2 million, respectively, for
the year ended December 31, 2018, as compared to the corresponding prior year period. Zulily operating losses improved
$34 million for the year ended December 31, 2018, as compared to the corresponding prior year period. See "Results of
Operations - Businesses" below for a more complete discussion of the results of operations of QVC and Zulily. Operating
losses for Corporate and other improved $44 million for the year ended December 31, 2018, as compared to the
corresponding prior year period, primarily due to the elimination of corporate costs at the Liberty Ventures Group due to
the GCI Liberty Split-Off in the first quarter of 2018 and a decrease in stock compensation expense, partially offset by an
increase in purchase accounting amortization at Cornerstone in 2018.

Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also
disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income
(loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction
related costs (including restructuring, integration, and advisory fees) and impairments. 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. We believe this is an important indicator of the
operational strength and performance of our businesses by identifying those items that are not directly a reflection of each
business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating
results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve
performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net
income, cash flows provided by operating activities and other measures of financial performance prepared in accordance
with U.S. generally accepted accounting principles. The following table provides a reconciliation of Operating income
(loss) to Adjusted OIBDA.

F-9

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . .
Transaction related costs . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Year ended
December 31,
2018
amounts in millions
1,324
637
88
33
72
2,154

2019

184
606
71
1,167
1
2,029

2017

1,043
725
123
—
59
1,950

Consolidated Adjusted OIBDA decreased $125 million and increased $204 million for the years ended

December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods.

QxH and Zulily Adjusted OIBDA decreased $94 million and $60 million for the year ended December 31, 2019,
respectively, as compared to the corresponding prior year period. QVC International Adjusted OIBDA increased
$17 million for the year ended December 31, 2019, as compared to the corresponding prior year period, primarily due to
the closure of QVC’s operations in France in March of 2019. Adjusted OIBDA losses related to QVC France were
$6 million and $32 million for the years ended December 31, 2019 and 2018, respectively. See "Results of Operations -
Businesses" below for a more complete discussion of the results of operations of QVC and Zulily. Corporate and other
Adjusted OIBDA increased $12 million for the year ended December 31, 2019, as compared to the corresponding period
in the prior year due to higher Adjusted OIBDA at Cornerstone due to the impacts of the shutdown of one of the home
brands in Cornerstone’s portfolio discussed above and improved performance in the businesses’ home segment, and the
elimination of corporate costs at the Liberty Ventures Group due to the GCI Liberty Split-Off.

QxH and Zulily Adjusted OIBDA increased $175 million and $17 million, respectively, for the year ended
December 31, 2018, as compared to the same period in the prior year. The QxH increase in 2018 was primarily related to
HSN which had Adjusted OIBDA of $213 million for the year ended December 31, 2018, and no Adjusted OIBDA for the
year ended December 31, 2017 due to the timing of the acquisition. QVC International Adjusted OIBDA decreased
$22 million for the year ended December 31, 2018, as compared to the same period in the prior year. See "Results of
Operations - Businesses" below for a more complete discussion of the results of operations of QVC and Zulily. Corporate
and other Adjusted OIBDA increased $34 million for the year ended December 31, 2018, as compared to the corresponding
period in the prior year, primarily due to the acquisition of Cornerstone as well as fewer corporate costs compared to the
prior year.

F-10

Other Income and Expense

Components of Other Income (Expense) are presented in the table below.

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net . . . . . . . . . . . . . .
Gains (losses) on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax sharing income (expense) with GCI Liberty, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Former QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Former Ventures Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years ended December 31,

2019

2018

2017

amounts in millions

(374)
(160)
(251)
(1)
(26)
6
(806)

NA
NA

(381)
(162)
76
1
32
(7)
(441)

(355)
(200)
145
410
—
7
7

(a)
(a)

151
(144)

(a) Due to the GCI Liberty Split-Off, the Ventures Group and the QVC Group tracking stocks no longer exist as
of March 9, 2018, however amounts were attributed to the Ventures Group and the QVC Group from January
1, 2018 through March 9, 2018. Attributed to the Ventures Group was other income of $120 million for the
year ended December 31, 2018 primarily related to mark-to-market adjustments on the investments in Charter
and ILG.

Interest expense. Interest expense decreased $7 million and increased $26 million for the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The decrease for the year
ended December 31, 2019 is due to lower average debt balances during 2019 compared to the prior year as well as a
reduction in the variable interest rate on QVC’s bank credit facilities compared to the prior year. The increase in interest
expense for the year ended December 31, 2018 was due to the HSN bank credit facility that was not included during the
year ended December 31, 2017, and higher average debt balances and higher average interest rates on variable rate debt at
QVC.

Share of earnings (losses) of affiliates. Share of losses of affiliates decreased $2 million and $38 million during
the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The
decrease in 2019 is due to the fact that the prior year included losses related to the Company’s former investment in FTD
Companies, Inc. (“FTD”), partially offset by increased losses at the Company’s alternative energy solution entities due to
continued investment in such ventures. These entities typically operate at a loss and the Company records its share of such
losses but have favorable tax attributes and credits, which are recorded in the Company’s tax accounts. The decrease in
2018 was due to fewer losses at FTD, partially offset by fewer earnings in 2018 due to the Company’s acquisition of HSN.

F-11

Realized and unrealized gains (losses) on financial instruments. Realized and unrealized gains (losses) on

financial instruments are comprised of changes in the fair value of the following:

Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (22)
Exchangeable senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(337)
123
Indemnification asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Other financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (251)

155

434
(3) (193)
—
(70)
(96)
(6)
145
76

Years ended December 31,
2018 2017
2019

amounts in millions

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. The decrease for the year ended December 31, 2019 as compared to
the corresponding prior year period was primarily due to a decrease in the unrealized gain on the investment in Charter
and the contribution of Charter shares to GCI Liberty in the GCI Liberty Split-Off, a decrease in unrealized gains on the
investment in ILG due to the purchase of ILG by Marriott Vacations Worldwide during the third quarter of 2018 and
subsequent sale of this investment, and an increase in unrealized losses on exchangeable debt, partially offset by an
unrealized gain on the indemnification asset as a result of the GCI Liberty Split-Off. The decrease for the year ended
December 31, 2018 as compared to the corresponding prior year period was primarily driven by a decrease in the unrealized
gain on the investment in Charter and the contribution of Charter to GCI Liberty in the GCI Liberty Split-Off, a decrease
in unrealized gains on the investment in ILG, and an unrealized loss on the indemnification asset as a result of the GCI
Liberty Split-Off, partially offset by an increase in unrealized gains on exchangeable debt and derivative instruments.

Gains (losses) on transactions, net. Gain on transactions, net, decreased $2 million and decreased $409 million
for the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The
decrease in gain on transactions, net for the year ended December 31, 2018 is due to the acquisition of HSN in 2017. In
conjunction with the application of acquisition accounting, we recorded a full step up in basis of HSN along with a gain
between our historical basis and the fair value of our interest in HSN in 2017.

Tax sharing income (expense) with GCI Liberty. Due to the GCI Liberty Split-Off, the Company entered into a
tax sharing agreement with GCI Liberty. As a result, the Company recognized tax sharing expense of $26 million and
income of $32 million for the years ended December 31, 2019 and 2018, respectively.

Other, net. Other, net increased $13 million and decreased $14 million for the years ended December 31, 2019
and 2018, respectively, when compared to the corresponding prior year period. The activity captured in Other, net is
primarily attributable to gains (losses) on early extinguishment of debt, foreign exchange gains (losses) and interest income.

Income taxes. The Company had an income tax benefit of $217 million, income tax expense of $60 million and
income tax benefit of $985 million for the years ended December 31, 2019, 2018 and 2017, respectively. Our effective
tax rate for the years ended December 31, 2019, 2018 and 2017 was 34.9%, 6.8% and 93.8% respectively. In 2019 the
effective tax rate was higher than the U.S. federal tax of 21% primarily due to tax benefits from tax credits and incentives
generated by our alternative energy investments and tax benefits from losses generated in 2019 that were eligible for
carryback to tax years with federal income tax rates greater than the U.S. statutory tax rate of 21%, partially offset by a
goodwill impairment that is not deductible for tax purposes and an increase in the valuation allowance against certain
deferred tax assets. In 2018 the effective tax rate was lower than the U.S. federal tax of 21% primarily due to tax benefits
from tax credits and incentives generated by our alternative energy investments, a reduction in the Company’s state
effective tax rate used to measure deferred taxes resulting from the GCI Liberty Split-Off in March 2018, and a reduction
in the Company’s state effective tax rate used to measure deferred taxes resulting from a state law change during the second
quarter. In connection with the analysis of the impact of the Tax Cuts and Jobs Act (the “Tax Act”), as discussed in note
10 in the accompanying consolidated financial statements, the Company has recorded a discrete net tax benefit in the
period ending December 31, 2017. This net benefit primarily consisted of a net benefit for the corporate rate reduction. In
addition our tax rate was impacted by the consolidation of our equity method investment in HSN during the year ended
December 31, 2017.

F-12

Net earnings (loss). We had net losses of $405 million, and net earnings of $964 million and $2,487 million for
the years ended December 31, 2019, 2018 and 2017, respectively. 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, 2019 substantially all of our cash and cash equivalents are invested in U.S. Treasury
securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly
rated financial and corporate debt instruments.

The following are potential sources of liquidity: available cash balances, equity issuances, dividend and interest
receipts, proceeds from asset sales, debt (including availability under QVC’s bank credit facilities, as discussed in note 8
of the accompanying consolidated financial statements) and cash generated by the operating activities of our wholly-owned
subsidiaries. Cash generated by the operating activities of our subsidiaries is only a source of liquidity to the extent such
cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted such as, in the case of QVC and
Zulily, due to a requirement that a leverage ratio (calculated in accordance with the terms of the document governing such
indebtedness which is an exhibit to the Qurate Retail, Inc. Form 10-K for the year ended December 31, 2019) of less than
3.5 must be maintained.

During the year, there were no changes to our corporate debt credit ratings or our consolidated subsidiaries' debt

credit ratings. Qurate Retail and its subsidiaries are in compliance with their debt covenants as of December 31, 2019.

As of December 31, 2019, Qurate Retail's liquidity position consisted of the following:

QVC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Qurate Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

561
23
89
673

Cash and cash
equivalents

amounts in millions

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. Additionally, we have $2.4 billion available
for borrowing under the QVC Bank Credit Facility at December 31, 2019 (which was subsequently reduced to $1.7 billion
upon the reduction of the revolving credit facility, effective February 4, 2020). As of December 31, 2019, QVC had
approximately $280 million of cash and cash equivalents held in foreign subsidiaries that is available for domestic purposes
with no significant tax consequences upon repatriation to the U.S. QVC accrues taxes on the unremitted earnings of its
international subsidiaries. Approximately 66% 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.

Additionally, our operating businesses have generated, on average, more than $1 billion in annual cash provided
by operating activities over the prior three years and we do not anticipate any significant reductions in that amount in future
periods.

Years ended December 31,
2019

2018

2017

Cash Flow Information

amounts in millions

1,490
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . $ 1,284
Net cash provided (used) by investing activities. . . . . . . . . . . . . . . . $ (600)
(391)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . $ (661) (1,574) (1,036)

1,273
47

F-13

During the year ended December 31, 2019, Qurate Retail's primary uses of cash were repurchases of Series A
Qurate Retail common stock of $392 million, capital expenditures of $325 million, investments in and loans to cost and
equity investments of $141 million, and net repayments of certain debt obligations of approximately $113 million.

The projected uses of Qurate Retail’s cash, outside of normal operating expenses (inclusive of tax payments), are
the costs to service outstanding debt, approximately $350 million for interest payments on outstanding debt, including
corporate level and other subsidiary debt, anticipated capital improvement spending of approximately $320 million, the
repayment of certain debt obligations, the potential buyback of common stock under the approved share buyback program
and additional investments in existing or new businesses. The Company also may be required to make net payments of
income tax liabilities to settle items under discussion with tax authorities. The Company expects that cash on hand and
cash provided by operating activities in future periods and outstanding borrowing capacity will be sufficient to fund
projected uses of cash.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

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. We generally indemnify the
purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by us. These
types of indemnification obligations may extend for a number of years. We are unable to estimate the maximum potential
liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the
amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be
determined at this time. Historically, we have not made any significant indemnification payments under such agreements
and no amount has been accrued in the accompanying consolidated financial statements with respect to these
indemnification obligations.

We have contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course
of business. Although it is reasonably possible we may incur losses upon conclusion of such matters, an estimate of any
loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be
required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial
statements.

Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under
our contractual obligations, excluding uncertain tax positions as it is undeterminable when payments will be made, is
summarized below.

Payments due by period

Total

Less than
1 year

After
2 - 3 years 4 - 5 years 5 years

amounts in millions

Consolidated contractual obligations
Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,348
Interest payments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance and operating lease obligations . . . . . . . . . . .
Purchase orders and other obligations (3) . . . . . . . . . .

4,885
780
2,469
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,482

358
107
2,357
2,833

523
716
178
68
1,485

2,609 4,205
558 3,253
332
163
16
28
3,358 7,806

(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. Amounts do not assume additional borrowings or refinancings of existing
debt.

F-14

(2) Amounts (i) are based on our outstanding debt at December 31, 2019, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2019 rates and (iii) assume that our existing debt is repaid at maturity.

(3) Amounts include open purchase orders for inventory and non-inventory purchases along with other contractual

obligations.

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. Listed below are the accounting estimates that we believe
are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved
and the magnitude of the asset, liability, revenue or expense being reported. All of these accounting estimates and
assumptions, as well as the resulting impact to our financial statements, have been discussed with the audit committee of
our board of directors.

Fair Value Measurements

Financial Instruments. We record a number of assets and liabilities in our consolidated balance sheets at fair
value on a recurring basis, including equity securities, financial instruments and our exchangeable senior debentures.
GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels.
Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the
ability to access at the measurement date. We use quoted market prices, or Level 1 inputs, to value our Fair Value Option
(as defined below) securities. As of December 31, 2019 and 2018, we had no Level 1 Fair Value Option securities.

Level 2 inputs, other than quoted market prices included within Level 1, are observable for the asset or liability,
either directly or indirectly. We use quoted market prices to determine the fair value of our exchangeable senior debentures.
However, these debentures are not traded on active markets as defined in GAAP, so these liabilities fall in Level 2. As of
December 31, 2019, the principal amount and carrying value of our exchangeable debentures were $1,447 million and
$1,557 million, respectively.

Level 3 inputs are unobservable inputs for an asset or liability. We currently have no Level 3 financial instrument

assets or liabilities.

Non-Financial Instruments. Our non-financial instrument valuations are primarily comprised of our annual
assessment of the recoverability of our goodwill and other nonamortizable intangible assets, such as tradenames and our
evaluation of the recoverability of our other long-lived assets upon certain triggering events, and our determination of the
estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations. If the
carrying value of our long-lived assets exceeds their undiscounted cash flows, we are required to write the carrying value
down to fair value. Any such writedown is included in impairment of long-lived assets in our consolidated statements of
operations. A high degree of judgment is required to estimate the fair value of our long-lived assets. We may use quoted
market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates.
We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement
these valuation techniques. 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.

F-15

As of December 31, 2019, the intangible assets not subject to amortization for each of our significant reportable

segments were as follows:

Goodwill

Tradenames
amounts in millions
2,878
—
290
—
3,168

5,228
859
477
12
6,576

Total

8,106
859
767
12
9,744

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. We utilize a qualitative assessment for determining whether a quantitative goodwill and other non-amortizable
intangible asset impairment analysis is necessary. The accounting guidance permits entities to first assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount
as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. In evaluating
goodwill on a qualitative basis the Company reviews the business performance of each reporting unit and evaluates other
relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an
indicated impairment exists for any of our reporting units. The Company considers whether there are any negative
macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing
business, management challenges, the legal environments and how these factors might impact company specific
performance in future periods. As part of the analysis the Company also considers fair value determinations for certain
reporting units that have been made at various points throughout the current and prior years for other purposes. In 2019,
an impairment of $440 million was recorded to Zulily’s goodwill. There were no goodwill impairments in 2018 and 2017.
In 2019 and 2018, impairments of $147 million and $30 million, respectively, were recorded to HSN’s tradenames. Also
in 2019, an impairment of $580 million was recorded to Zulily’s tradename. There were no impairments of other intangible
assets in 2017. Based on the quantitative assessments performed during the third and fourth quarters of 2019 and the
resulting impairment losses recorded, the estimated fair values of the Zulily and HSN tradenames and the Zulily reporting
unit do not significantly exceed their carrying values as of December 31, 2019.

Retail Related Adjustments and Allowances. QVC records adjustments and allowances for sales returns,
inventory obsolescence and uncollectible receivables. 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 our consolidated statements
of operations. For the years ended December 31, 2019, 2018 and 2017, sales returns represented 17.3%, 17.4% and 18.1%
of QVC's gross product revenue, respectively. The inventory obsolescence reserve is calculated as a percent of QVC's
inventory at the end of a reporting period based on, among other factors, the average inventory balance for the preceding
12 months and historical experience with liquidated inventory. The change in the reserve is included in cost of retail sales
in our consolidated statements of operations. As of December 31, 2019, QVC's inventory was $1,214 million, which was
net of the obsolescence reserve of $145 million. As of December 31, 2018, inventory was $1,280 million, which was net
of the obsolescence reserve of $143 million. QVC's allowance for doubtful accounts is calculated as a percent of accounts
receivable at the end of a reporting period, and the change in such allowance is recorded as a provision for doubtful
accounts in Selling, general, and administrative (“SG&A”) expenses in our consolidated statements of operations. As of
December 31, 2019, QVC's trade accounts receivable were $1,813 million, net of the allowance for doubtful accounts of
$123 million. As of December 31, 2018, trade accounts receivable were $1,787 million, net of the allowance for doubtful
accounts of $112 million. Each of these estimates requires management judgment and may not reflect actual results.

Income Taxes. We are required to estimate the amount of tax payable or refundable for the current year and
the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our
financial statements or tax returns for each taxing jurisdiction in which we operate. 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. Actual income taxes could vary
from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate,

F-16

our inability to generate sufficient future taxable income or unpredicted results from the final determination of each year's
liability by taxing authorities. These changes could have a significant impact on our financial position.

Results of Operations—Businesses

QVC

QVC is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-

focused televised shopping programs, the Internet and mobile applications.

In the U.S., QVC’s televised shopping programs, including live and recorded content, are broadcast across
multiple channels nationally on a full-time basis, including QVC, QVC 2, QVC 3, HSN and HSN2. During the first quarter
of 2019, QVC transitioned its Beauty iQ broadcast channel to QVC 3 and Beauty iQ content was moved to a digital only
platform. QxH programming is also available on its websites (QVC.com and HSN.com); applications via streaming video
(Facebook Live, Roku, Apple TV and Amazon Fire); mobile applications; social pages and over-the-air broadcasters.

QVC’s digital platforms enable consumers to purchase goods offered on its broadcast programming, along with
a wide assortment of products that are available only on QVC’s U.S. websites. These websites and QVC’s other digital
platforms (including mobile applications, social 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. In addition to offering video content, QVC’s U.S. websites 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.

QVC’s international televised shopping programs, including live and recorded content, are distributed to
households outside of the U.S., primarily in Germany, Austria, Japan, the United Kingdom ("U.K."), the Republic of
Ireland and Italy. In some of the countries where QVC operates, its televised shopping programs are broadcast across
multiple QVC channels: QVC Style and QVC2 in Germany and QVC Beauty, QVC Extra, and QVC Style in the
U.K. Similar to the U.S., QVC’s international businesses also engage customers via websites, mobile applications, and
social pages. QVC’s international business employs product sourcing teams who select products tailored to the interests
of each local market.

QVC's operating results were as follows:

2019

Years ended December 31,
2018
amounts in millions

2017

Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expenses (excluding stock-based compensation and transaction related

costs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transaction related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,986
(7,148)
(768)

11,282
(7,248)
(881)

8,771
(5,598)
(601)

(1,088)
1,982
(147)
(39)
(468)
(1)
1,327

(1,094)
2,059
(30)
(46)
(411)
(60)
1,512

(666)
1,906
—
(39)
(519)
(39)
1,309

F-17

Net revenue was generated from the following geographical areas:

Years ended December 31,
2018
2019
amounts in millions

2017

QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,277
2,709
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,544
2,738
$ 10,986 11,282

6,140
2,631
8,771

QVC's consolidated net revenue decreased 2.6% and increased 28.6% for the years ended December 31, 2019
and 2018, respectively, as compared to the corresponding prior years. The 2019 decrease of $296 million in net revenue
was primarily comprised of a 2.7% decrease in units sold, $69 million in unfavorable foreign exchange rates and a $41
million decrease in shipping and handling revenue across all markets, which was partially offset by a 1% increase in
average selling price per unit ("ASP") driven by the international markets, and a $49 million decrease in estimated product
returns, primarily driven by the decrease in sales volume at QxH.

For 2018, the $2,511 million increase in revenue was primarily due to the inclusion of $2,195 million of revenue
from HSN in 2018. HSN's results were not included in net revenue during 2017. The remaining increase of $316 million
in net revenue was primarily comprised of a 2.7% increase in units sold, $102 million due to the inclusion of Private Label
Credit Card ("PLCC") income in the U.S. as a result of the adoption of Accounting Standards Codification (“ASC”) Topic
606, Revenue from Contracts with Customers (“ASC 606”), $83 million in favorable foreign currency exchange rates and
a $10 million increase in shipping and handling revenue. This was primarily offset by a 1.1% decrease in ASP and an
increase of $35 million in estimated product returns. The changes in units sold, foreign exchange rates, ASP and estimated
product returns are partially impacted by the change in the timing of revenue recognition as part of the adoption of ASC
606. The impact of this change was $21 million for the year ended December 31, 2018 in comparison to the year ended
December 31, 2018 without the adoption of ASC 606.

During the years ended December 31, 2019 and 2018, the changes in revenue and expenses were affected by
changes in the exchange rates for the Japanese Yen, the Euro and the U.K. Pound Sterling. In the event the U.S. Dollar
strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively
affected.

In discussing 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
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 our discussion, we refer to the results of this calculation as
the impact of currency exchange rate fluctuations. When we refer to “constant currency operating results”, this means
operating results without the impact of the currency exchange rate fluctuations. The disclosure of constant currency
amounts or results permits investors to understand better QVC’s underlying performance without the effects of currency
exchange rate fluctuations.

The percentage change in net revenue for QVC in U.S. Dollars and in constant currency was as follows:

Year ended December 31, 2019

Year ended December 31, 2018

U.S. dollars

QxH . . . . . . . . . . . . .
QVC International . .

(3.1)%
(1.1)%

Foreign
Currency
Exchange
Impact

Constant currency
(3.1)%
1.5 %

— %
(2.6)%

Foreign
Currency
Exchange
Impact

Constant currency
39.2 %
0.9 %

— %
3.2 %

U.S. dollars

39.2 %
4.1 %

In 2019, the QxH net revenue decrease was primarily due to a 2.8% decrease in units shipped, a 0.5% decrease
in ASP, and an $18 million decrease in shipping and handling revenue. This decrease was partially offset by a $65 million
decrease in estimated product returns, primarily driven by the decrease in sales volume. QxH experienced shipped sales

F-18

decline in all categories except electronics. The decrease in net shipping and handling revenue was a result of a decrease
in shipping and handling revenue per unit from promotional offers. QVC International net revenue growth in constant
currency was primarily due to a 5.1% increase in ASP, including increases in all markets. The increase was partially offset
by a decrease of 2.5% in units shipped, primarily driven by Germany, the U.K., and Italy partially offset by increases in
Japan, a $22 million decrease in shipping and handling revenue, primarily in the U.K. and a $16 million increase in
estimated product returns across all markets. QVC International experienced shipped sales growth in constant currency in
all categories except electronics and accessories.

In 2018, the QxH net revenue increase was primarily due to the inclusion of HSN’s revenue of $2,195 million in
2018 as a result of the common control transaction between QVC and Qurate Retail. The remaining QxH increase was
driven by QVC U.S., which was a separate reportable segment prior to 2019, primarily due to a 3.8% increase in units
shipped, $102 million due to the inclusion of PLCC income and a $14 million increase in shipping and handling revenue.
This increase was offset by a 1.7% decrease in ASP and a $41 million increase in estimated product returns. QVC U.S.
experienced shipped sales growth in all categories except jewelry and home. QVC International net revenue growth in
constant currency was primarily due to a 0.9% increase in units shipped, driven by increases in the U.K. and Japan and a
$6 million decrease in estimated product returns, driven by Japan. This was offset by a $4 million decrease in shipping and
handling revenue and a slight decrease in ASP. QVC International experienced shipped sales growth in constant currency
in all categories except electronics and accessories.

QVC's cost of sales as a percentage of net revenue was 65.1%, 64.2% and 63.8% for the years ended December 31,
2019, 2018 and 2017, respectively. The increase in cost of goods sold as a percentage of revenue in 2019 is primarily due
to an increase in product fulfillment costs related to a new fulfillment center in Bethlehem, Pennsylvania and higher freight
costs at QxH. For 2018, the increase in cost of goods sold as a percentage of revenue is primarily due to the inclusion of
HSN's financial results in 2018 in addition to higher warehouse and freight costs partially offset by the inclusion of PLCC
income within net revenue, which was previously recorded as an offset to SG&A expenses.

Operating expenses are principally comprised of commissions, order processing and customer service expenses,
credit card processing fees, and telecommunications expenses. Operating expenses decreased $113 million or 13% and
increased $280 million or 47% for the years ended December 31, 2019 and 2018, respectively. The decrease in 2019 was
primarily due to a $92 million decrease in commissions primarily at QxH, a $13 million decrease in personnel costs,
primarily at QxH and to a lesser extent, Italy, Germany and Japan, and a $5 million decrease due to favorable exchange
rates. The decrease in commissions is primarily due to new longer term television distribution rights agreements entered
into at HSN, with similar terms to QVC’s television distribution agreements, which led to increased capitalization of
television distribution rights agreements and favorable terms on commissions. The increase in 2018 was primarily due to
the inclusion of HSN operating expenses of $269 million in 2018 in addition to a $10 million increase in credit card fees
primarily at QVC U.S. and $6 million due to unfavorable exchange rates, which was partially offset by a $2 million
decrease in commissions primarily at QVC U.S., offset by increases in the U.K. and Japan and a $2 million decrease of
telephone expenses primarily at QVC U.S.

SG&A expenses (excluding stock compensation and transaction related costs as defined below) include personnel,
information technology, provision for doubtful accounts, production costs and marketing and advertising expense, and
prior to the adoption of ASC 606 on December 1, 2018, credit card income. Such expenses decreased $6 million, and were
9.9% of net revenue for the year ended December 31, 2019 as compared to the prior year and increased $428 million and
were 9.7% of net revenue for the year ended December 31, 2018 as compared to the prior year.

The decrease in 2019 was primarily due to a $43 million decrease in personnel costs primarily in QxH, France
and the U.K. partially offset by increases in Japan, Germany and Italy, and an $11 million decrease due to favorable
exchange rates. The decreases were partially offset by a $22 million increase in outside services, primarily at QxH and
Japan, partially offset by a decrease in Germany, a $12 million increase in bad debt expense, and a $16 million increase in
online marketing expenses primarily in QxH. The decrease in personnel costs is due to a decrease in wages at QxH as a
result of the QRG Initiatives, a decrease in bonus compensation across all markets except for Japan, the termination of a
retirement health plan and the closure of QVC’s operations in France, partially offset by higher severance across all
markets. The increase in bad debt expense for the year ended December 31, 2019 is primarily due to increased Easy Pay
usage and the number of installments taken at QxH.

F-19

The increase in 2018 was primarily related to the inclusion of $254 million of HSN's SG&A expenses as well as
the reclassification of PLCC income, attributing $105 million as a result of the adoption of ASC 606, which was previously
recorded as an offset to SG&A expenses for the year ended December 31, 2017. Additionally, there was a $29 million
increase in outside services across all markets, a $21 million increase in bad debt expense primarily at QVC U.S. and to a
lesser extent, Japan, a $14 million increase in marketing expenses primarily at QVC U.S. and a $12 million increase due
to unfavorable exchange rates. The increase in bad debt expense is due to favorability in default rates from prior periods,
mostly related to the Easy-Pay program at QVC U.S. during the year ended December 31, 2017. These increases were
partially offset by an $8 million decrease in personnel costs primarily at QVC U.S. and Germany.

QVC recorded impairment losses of $147 million and $30 million for the years ended December 31, 2019 and
2018 related to the decrease in the fair value of the HSN indefinite-lived tradename as a result of the quantitative assessment
that was performed by the Company in each of those years (see note 7 to the accompanying consolidated financial
statements). There was no impairment loss recorded by QVC for the year ended December 31, 2017.

QVC recorded $1 million, $60 million and $39 million of transaction related costs for the years ended December
31, 2019, 2018 and 2017, respectively. The increase in transaction related costs in 2018 is primarily related to severance
payments related to the future closure of QVC's Lancaster, PA fulfillment center and other initiatives to better position its
QxH operations as well as the closure of operations in France. The transaction related costs that were incurred in 2017
were primarily attributed to severance at HSN and other integration and advisory costs.

Stock-based compensation includes compensation related to options and restricted stock granted to certain
officers and employees. QVC recorded $39 million, $46 million and $39 million of stock-based compensation expense for
the years ended December 31, 2019, 2018 and 2017, respectively. The decrease in 2019 is primarily due to forfeitures of
non-vested options from terminated individuals. The increase in 2018 is primarily due to transfers of certain Zulily
employees to QVC.

Depreciation and amortization consisted of the following:

Years ended December 31,
2018 2017
2019

amounts in millions

Affiliate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition related amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Channel placement amortization and related expenses . . . . . . . . . . . . . . . .

97
2
50 113
15
—
67 210
186 174 155
93
61
Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 468 411 519

85
131

2
49

95
75

For the year ended December 31, 2019, channel placement amortization expense increased primarily due to new
television distribution contracts entered into at HSN and software amortization decreased due to the end of useful lives of
certain software additions. For the year ended December 31, 2018, acquisition related amortization expense decreased
primarily due to the end of the useful lives of certain affiliate agreements and customer relationships established at the
time of Qurate Retail's acquisition of QVC in 2003. Property and equipment depreciation, software and channel placement
amortization increased in 2018 due to the inclusion of HSN's depreciation and amortization.

F-20

Zulily

Zulily's operating results for the last three years were as follows:

Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A expenses (excluding stock-based compensation and

transaction related costs) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

December 31,
2019

Years ended
December 31,
2018

December 31,
2017

1,571
(1,179)
(42)

amounts in millions
1,817
(1,346)
(50)

(302)
48
(15)
(104)
(1,020)
(1,091)

(313)
108
(17)
(186)
—
(95)

1,613
(1,195)
(47)

(280)
91
(18)
(202)
—
(129)

Net revenue consists primarily of sales of women's, children's and men's apparel, children's merchandise and other
product categories such as home, accessories and beauty products. Zulily recognizes product sales at the time all revenue
recognition criteria has been met, which is generally at shipment. Net revenue represents the sales of these items plus
shipping and handling charges to customers and PLCC income, net of estimated refunds and returns, store credits, and
promotional discounts. Net revenue is primarily driven by Zulily’s active customers, the frequency with which customers
purchase and average order value.

Zulily's consolidated net revenue decreased 13.5% and increased 12.6% for the years ended December 31, 2019
and December 31, 2018, respectively, as compared to the corresponding prior years. The decrease in net revenue for the
year ended December 31, 2019 was primarily attributed to a 14.2% decrease in demand. The increase in net revenue for
the year ended December 31, 2018 was primarily attributed to a 14.4% increase in orders placed partially offset by a 1.5%
decrease in average order value year over year. The increase in orders placed was driven by a 13.8% increase in active
customers.

Zulily's cost of sales as a percentage of net revenue was 75.0%, 74.1% and 74.1% for the years ended
December 31, 2019, 2018 and 2017, respectively. Cost of sales as a percentage of net revenue increased for the year ended
December 31, 2019 as compared to the year ended December 31, 2018 primarily due to increased shipping costs. Cost of
sales as a percentage of net revenue remained flat for the year ended December 31, 2018 as compared to the year ended
December 31, 2017.

Zulily’s operating expenses are principally comprised of credit card processing fees and customer service
expenses. Operating expenses decreased for the year ended December 31, 2019, as compared to the same period in the
prior year, due to a decrease in transaction processing fees as a result of decreased net sales. Operating expenses increased
for the years ended December 31, 2018, as compared to the same period in the prior year, due to an increase in net sales.

Zulily’s SG&A expenses include personnel related costs for general corporate functions, marketing and
advertising expenses and information technology. As a percentage of net revenue, SG&A increased from 17.2% to 19.2%
for the year ended December 31, 2019, primarily due to deleveraging personnel-related costs. As a percentage of net
revenue, SG&A decreased from 17.4% to 17.2% for the year ended December 31, 2018, primarily due to leveraging in
fixed costs.

Zulily’s stock-based compensation expense decreased slightly for the year ended December 31, 2019 as compared
to the corresponding period in the prior year primarily due to the departures of senior leadership including the Chief

F-21

Merchant. Zulily’s stock-based compensation expense decreased slightly for the year ended December 31, 2018, compared
to the corresponding period in the prior year, due to the transfer of certain senior leadership to QVC.

Zulily’s depreciation and amortization expense decreased $82 million and decreased $16 million for the years
ended December 31, 2019 and 2018, respectively, as compared to the corresponding prior years. The decrease for the year
ended December 31, 2019, compared to the same period in the prior year, was primarily attributable to intangible assets
recognized in purchase accounting that were fully amortized as of the third quarter of 2018. The decrease for the year
ended December 31, 2018, compared to the same period in the prior year, was primarily attributable to fully amortized
intangible assets recognized in purchase accounting.

For discussion of the impairment of intangible assets, see note 7 of the accompanying consolidated financial

statements.

Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risk in the normal course of business due to our ongoing investing and financial
activities and the conduct of operations by our subsidiaries in different foreign countries. Market risk refers to the risk of
loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. The risk of loss can
be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established
policies, procedures and internal processes governing our management of market risks and the use of financial instruments
to manage our exposure to such risks.

We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which
include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund
business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future
requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we
believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. 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. As of December 31, 2019, 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

QxH and QVC International . . . . . . . . . . . . . . . $ 730
Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 130
Corporate and other . . . . . . . . . . . . . . . . . . . . . . $
—

dollar amounts in millions
3.1 % $ 4,250
3.1 % $
—
— % $ 2,238

5.0 %
— %
5.1 %

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. 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. dollars that result in unrealized gains or losses are referred to as translation
adjustments. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings (loss) as a
separate component of stockholders' equity. Transactions denominated in currencies other than the functional currency are
recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in
transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized
upon settlement of the transactions. Cash flows from our operations in foreign countries are translated at the average rate
for the period. 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. QVC's reported Adjusted
OIBDA for the year ended December 31, 2019 would have been impacted by approximately $5 million for every 1%
change in foreign currency exchange rates relative to the U.S. Dollar.

F-22

We periodically assess the effectiveness of our derivative financial instruments. With regard to interest rate swaps,
we monitor the fair value of interest rate swaps as well as the effective interest rate the interest rate swap yields, in
comparison to historical interest rate trends. We believe that any losses incurred with regard to interest rate swaps would
be largely offset by the effects of interest rate movements on the underlying debt facilities. These measures allow our
management to evaluate the success of our use of derivative instruments and to determine when to enter into or exit from
derivative instruments.

Financial Statements and Supplementary Data.

The consolidated financial statements of Qurate Retail are included herein, beginning on page F-30.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of management,
including its chief executive officer and its principal accounting and financial officer (the “Executives”), of the
effectiveness of its disclosure controls and procedures as of the end of the period covered by this report. Based on that
evaluation, the Executives concluded that the Company's disclosure controls and procedures were not effective as of
December 31, 2019 because of the material weakness in its internal control over financial reporting that is described below
in “Management’s Report on Internal Control Over Financial Reporting.”

However, giving full consideration to the material weakness, the Company’s management has concluded that the
consolidated financial statements included in this Annual Report present fairly, in all material respects, the Company’s
financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. generally accepted
accounting principles (“GAAP”). The Company’s independent registered accounting firm, KPMG LLP, has issued its
report dated February 26, 2020, which expressed an unqualified opinion on those consolidated financial statements.

Changes in Internal Control Over Financial Reporting

Except for the remediation activities described below which occurred throughout the year, including during the
fourth quarter, there has been no change in the Company’s internal control over financial reporting that occurred during
the Company’s quarter ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.

2019 Remediation Activities

In response to the material weaknesses identified in “Management’s Report on Internal Control Over Financial
Reporting” as set forth in Part II, Item 9A in the 2018 Form 10-K, the Company developed a plan with oversight from the
Audit Committee of the Board of Directors to remediate the material weaknesses. The remediation efforts implemented
include the following:
•

Improved the design and operation of control activities meant to validate the completeness and accuracy of
revenue recorded in the UK;

• Removed inappropriate IT system access associated with information technology general controls (“ITGC”),
with the exception of IT system access control deficiencies that continued to exist in the Company’s German
subsidiary as further discussed in “Management’s Report on Internal Control Over Financial Reporting”
below;

F-23

• Enhanced risk assessment procedures by performing investigative procedures around higher risk applications

to identify other potential risk areas that could have an impact on financial reporting;

• Enhanced change management and computer operation control activities including monitoring of information

system user access and program changes;

• Delivered training to control operators addressing control operating protocol including ITGCs and policies,

and increased communication of expectations for control operators;

• Evaluated talent and addressed identified gaps; and
• Evaluated the impact of IT application changes on downstream business process controls and enhanced

related business process controls as necessary.

Material Weakness in Internal Control

As described in “Management’s Report on Internal Control Over Financial Reporting” in this Annual Report
through the execution of the aforementioned remediation activities, the Company identified additional instances where
system access was not appropriately restricted in Germany, indicating that the prior year ITGC material weakness has not
been fully remediated. As a result, the Company will continue to assess the ITGC risk across the environment and evaluate
if the control activities are designed and operating to address the risks identified.

The Company believes the foregoing efforts will effectively remediate the material weakness described in
“Management’s Report on Internal Control Over Financial Reporting,” although additional changes and improvements
may be identified and adopted as the Company continues to implement its remediation plan related to the German ITGC
issue. The Company believes it has properly restricted access to the affected applications during the first two months of
2020. Because the reliability of the internal control process requires repeatable execution, the successful on-going
remediation of the material weakness will require on-going review and evidence of effectiveness prior to concluding that
the controls are effective. Our remediation efforts are underway, and we expect that the remediation of this material
weakness will be completed in 2020.

Management’s Report on Internal Control Over Financial Reporting

See page F-25 for Management's Report on Internal Control Over Financial Reporting.

See page F-26 for KPMG LLP’s report regarding the effectiveness of the Company’s internal control over

financial reporting.

Other Information.

None.

F-24

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over the
Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP. Because of inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.

The Company’s management assessed the effectiveness of internal control over financial reporting as of
December 31, 2019, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of
December 31, 2019, the Company’s internal control over financial reporting is not effective due to the material weakness
described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.

The Company has identified a material weakness in its internal control over financial reporting related to ITGCs
in its German subsidiary. Specifically, ITGCs were not consistently designed and operated effectively to ensure access to
certain financially significant applications and data was adequately restricted to appropriate personnel. Business process
controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they
could have been adversely impacted.

While the Company believes its risk assessment process has improved in 2019, the aforementioned material
weakness was due to previously unidentified risks in the IT environment in Germany and failure to select and apply
appropriate ITGCs over those risks.

The control deficiencies did not result in any identified misstatements.

KPMG LLP has expressed an adverse opinion on the effectiveness of the Company's internal control over

financial reporting. Their report appears on page F-26 of this Annual Report.

F-25

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Qurate Retail, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Qurate Retail, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material
weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained
effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related
consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the
three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and
our report dated February 26, 2020 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis. The following material weakness has been identified and included in
management’s assessment:

Information technology general controls (ITGCs) in the Company’s German subsidiary were not consistently
designed and operating effectively to ensure access to certain financially significant applications and data was
adequately restricted to appropriate personnel. Business process controls (automated and manual) that are
dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of
the 2019 consolidated financial statements, and this report does not affect our report on those consolidated financial
statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

F-26

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Denver, Colorado
February 26, 2020

/s/ KPMG LLP

F-27

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Qurate Retail, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Qurate Retail, Inc. and subsidiaries (the Company) as
of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive earnings (loss), cash
flows, and equity for each of the years in the three-year period ended December 31, 2019, and the related notes
(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with
U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission, and our report dated February 26, 2020 expressed an adverse opinion on the effectiveness of
the Company’s internal control over financial reporting.

Changes in Accounting Principles

As discussed in Note 9 to the consolidated financial statements, the Company has changed its method of accounting for
leases as of January 1, 2019 due to the adoption of Accounting Standard Codification (ASC) Topic 842, Leases. As
discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for
revenue recognition as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-28

Evaluation of impairment of the Zulily and HSN tradenames and the goodwill of the Zulily reporting unit

As discussed in Note 7 to the consolidated financial statements, and disclosed in the consolidated balance sheet,
the Company’s tradenames balance as of December 31, 2019 was $3,168 million. Additionally, the Company’s
goodwill balance as of December 31, 2019 was $6,576 million. The Company performs tradename and goodwill
impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying
value of a tradename more likely than not exceeds its fair value or the carrying value of a reporting unit more
likely than not exceeds its fair value. The Company performed impairment testing of the Zulily tradename and
reporting unit, which resulted in a $580 million impairment of the associated tradename and a $440 million
impairment of the associated goodwill. The Company performed impairment testing of the HSN tradename,
which resulted in a $147 million impairment of the associated tradename.

We identified the evaluation of impairment of the Zulily and HSN tradenames and the goodwill of the Zulily
reporting unit as a critical audit matter. There was a high degree of subjective auditor judgment in applying and
evaluating the results of our audit procedures over the discounted cash flow model used to calculate the fair values
of the Zulily and HSN tradenames and the Zulily reporting unit. Specifically, the forecasted revenue, discount
rates, and royalty rate assumptions, which were used to calculate the estimated fair values, involved a high degree
of subjectivity. In addition, these fair values were challenging to test due to the sensitivity of the fair value
determinations to changes in these assumptions.

The primary procedures we performed to address this critical audit matter included the following. We tested
certain internal controls over the Company’s tradenames and goodwill impairment assessment process, including
controls related to the determination of the estimated fair value of the Zulily and HSN tradenames and the Zulily
reporting unit and the development of the assumptions. We evaluated the Company’s forecasted revenue that was
used for the fair value analyses by comparing the revenue growth assumptions to historical actual results and
forecasted growth rates of peer companies. We compared the Company’s historical revenue forecasts to actual
results to assess the Company’s ability to accurately forecast. We evaluated the revenue projections in
consideration of forecasted business initiatives. In addition, we involved valuation professionals with specialized
skill and knowledge, who assisted in:

•

evaluating the royalty rates used in the Zulily and HSN tradename valuations, by comparing them to
publicly available market data for comparable royalty rates, and considering the rates used in prior year
valuations of the tradenames;
evaluating the Zulily and HSN discount rates by comparing them to discount rate ranges that were
independently developed using publicly available market data for comparable entities;
assessing the estimates of the Zulily and HSN tradename fair values considering the application of the
discounted cash flow method, Zulily and HSN forecasted revenue, and the evaluated royalty and
discount rates; and
assessing the estimate of the Zulily reporting unit’s fair value considering the application of the
discounted cash flow method, the reporting unit’s cash flow forecast, and the evaluated discount rate.

We have served as the Company’s auditor since 1995.

/s/ KPMG LLP

Denver, Colorado
February 26, 2020

F-29

QURATE RETAIL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2019 and 2018

Assets
Current assets:

2019

2018

amounts in millions

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

673
1,854
1,413
636
4,576
76

653
1,835
1,474
224
4,186
96

Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,806
(1,455)
1,351

2,685
(1,363)
1,322

Intangible assets not subject to amortization (note 7):
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,576
3,168
9,744
955
Intangible assets subject to amortization, net (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, at cost, net of accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
603
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,305

7,017
3,895
10,912
1,058
267
17,841

(continued)

F-30

QURATE RETAIL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

December 31, 2019 and 2018

2018
2019
amounts in millions

Liabilities and Equity
Current liabilities:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,091
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,173
Current portion of debt, including $1,557 million and $990 million measured at fair value

(note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, including $0 and $344 million measured at fair value (note 8) . . . . . . . . . . . . . .
Deferred income tax liabilities (note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity
Stockholders' equity (note 11):
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued . . . . . . . . . . .
Series A Qurate Retail common stock, $.01 par value. Authorized 4,000,000,000 shares;

issued and outstanding 386,691,461 shares at December 31, 2019 and 409,901,058 shares
at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Qurate Retail common stock, $.01 par value. Authorized 150,000,000 shares; issued

1,204
1,182

1,410
155
3,951
5,963
1,925
258
12,097

1,557
180
4,001
5,855
1,716
761
12,333

—

and outstanding 29,278,424 shares at December 31, 2019 and 29,248,343 shares at
December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive earnings (loss), net of taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (note 16)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,305

—
—
(55)
4,891
4,840
132
4,972

—
—
(55)
5,675
5,624
120
5,744

17,841

See accompanying notes to consolidated financial statements.

F-31

QURATE RETAIL, INC. AND SUBSIDIARIES

Consolidated Statements Of Operations

Years ended December 31, 2019, 2018 and 2017

2019

2018
amounts in millions,
except per share amounts

2017

Total revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating costs and expenses:

13,458

14,070

10,404

Cost of retail sales (exclusive of depreciation shown separately below) . . . . . . . . . . . . . . . . . . . . . .
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative, including stock-based compensation and transaction related

costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets and long lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net (note 6) . . . . . . . . . . . . . . . . . .
Gains (losses) on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax sharing income (expense) with GCI Liberty, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Earnings (loss) from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) from discontinued operations, net of taxes (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders:

Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Ventures common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Basic net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. shareholders

per common share (note 2):

Diluted net earnings (loss) from continuing operations attributable to Qurate Retail, Inc. shareholders

per common share (note 2):

Basic net earnings (loss) attributable to Qurate Retail, Inc. shareholders per common share (note 2):

Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net earnings (loss) attributable to Qurate Retail, Inc. shareholders per common share (note 2):
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,899
844

9,209
970

1,758
1,167
606
13,274
184

1,897
33
637
12,746
1,324

(374)
(160)
(251)
(1)
(26)
6
(806)
(622)
217
(405)
—
(405)
51
(456)

(456)
—
(456)

(381)
(162)
76
1
32
(7)
(441)
883
(60)
823
141
964
48
916

674
242
916

6,789
659

1,188
—
725
9,361
1,043

(355)
(200)
145
410
—
7
7
1,050
985
2,035
452
2,487
46
2,441

1,208
1,233
2,441

(1.08)
NA

1.46
1.17

2.71
14.34

(1.08)
NA

1.45
1.16

1.46
2.81

1.45
2.78

2.70
14.17

2.71
14.34

2.70
14.17

$
$

See accompanying notes to consolidated financial statements.

F-32

QURATE RETAIL, INC. AND SUBSIDIARIES

Consolidated Statements Of Comprehensive Earnings (Loss)

Years ended December 31, 2019, 2018 and 2017

2019

2018
amounts in millions

2017

Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (405)
Other comprehensive earnings (loss), net of taxes:

964 2,487

Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . . . . . . . . . .
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) attributable to debt credit risk adjustments (note 8) . .
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less comprehensive earnings (loss) attributable to the noncontrolling interests . . . . .
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders . . . . .

1
(1)
—
1
1
(404)
52
$ (456)

(48)
16
(2)
38
4
968
50
918

134
—
3
—
137
2,624
50
2,574

See accompanying notes to consolidated financial statements.

F-33

QURATE RETAIL, INC. AND SUBSIDIARIES

Consolidated Statements Of Cash Flows

Years ended December 31, 2019, 2018 and 2017

2019

2018

2017

amounts in millions
(See note 3)

Cash flows from operating activities:

Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating activities:

(Earnings) loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) losses of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized (gains) losses on financial instruments, net . . . . . . . . . . . . . .
(Gains) losses on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gains) losses on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncash charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities

Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash flows from investing activities:

Cash (paid) for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in and loans to cost and equity investees . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenditures for television distribution rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash flows from financing activities:

Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GCI Liberty Split-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Withholding taxes on net share settlements of stock-based compensation . . . . . . . . . . . .
Indemnification payment from GCI Liberty, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash . .
Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . $

(405)

—
606
1,167
71
5
160
251
1
(1)
(243)
9

59
(396)
1,284

—
—
(141)
(325)
(134)
—
(600)

3,161
(3,274)
(392)
—
(7)
—
(149)
(661)
(2)
21
660
681

964

(141)
637
33
88
6
162
(76)
(1)
24
(185)
3

(308)
67
1,273

—
562
(100)
(275)
(140)
—
47

4,221
(4,395)
(988)
(475)
(29)
133
(41)
(1,574)
2
(252)
912
660

See accompanying notes to consolidated financial statements.

2,487

(452)
725
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S

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

(1) Basis of Presentation

The accompanying consolidated financial statements include the accounts of Qurate Retail, Inc. (formerly named
Liberty Interactive Corporation prior to the Transactions (defined and described below), or “Liberty”) and its controlled
subsidiaries (collectively, "Qurate Retail," the "Company," “we,” “us,” and “our”) unless the context otherwise requires).
All significant intercompany accounts and transactions have been eliminated in consolidation.

Qurate Retail, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the

video and online commerce industries in North America, Europe and Asia.

Prior to the Transactions (described and defined below), the Company utilized tracking stocks in its capital
structure. A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic
performance of a particular business or "group," rather than the economic performance of the company as a whole. Qurate
Retail had two tracking stocks—QVC Group common stock and Liberty Ventures common stock, which were intended to
track and reflect the economic performance of the businesses, assets and liabilities attributed to the QVC Group and the
Ventures Group, respectively. The QVC Group was comprised of the Company’s wholly-owned subsidiaries QVC, Inc.,
Zulily, LLC (“Zulily”), HSN, Inc. (“HSN”) and Cornerstone Brands, Inc. (“Cornerstone”), among other assets and
liabilities. The Ventures Group was comprised of businesses not included in the QVC Group including Evite, Inc.
(“Evite”) and our
in Liberty Broadband Corporation (“Liberty Broadband”), LendingTree, Inc.
(“LendingTree”), investments in Charter Communications, Inc. (“Charter”) and ILG, Inc. (“ILG”), among other assets and
liabilities. The Company’s results are attributed to the QVC Group and the Ventures Group through March 9, 2018.

interests

On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN it did not already own in an all-
stock transaction making HSN a wholly-owned subsidiary. HSN stockholders (other than Qurate Retail) received fixed
consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each share of HSN common stock.
Qurate Retail issued 53.6 million shares QVCA common stock to HSN stockholders. On December 31, 2018, Qurate
Retail transferred its 100% ownership interest in HSN to QVC, Inc. through a transaction among entities under common
control. References throughout this annual report to “QVC” refer to QVC, Inc., which includes HSN, QVC U.S. and QVC
International. Cornerstone remains a subsidiary of Qurate Retail.

F-36

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty. The
following is a reconciliation of the assets and liabilities that were derecognized by the Company (in millions) at the date
of the GCI Liberty Split-Off (as defined below):

Investment in Liberty Broadband . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investment in Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Margin Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Income Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,822
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On October 17, 2018, Qurate Retail announced a series of initiatives designed to better position its HSN and QVC
U.S. businesses (“QRG Initiatives”). As part of the QRG Initiatives, QVC will close its fulfillment centers in Lancaster,
Pennsylvania and Roanoke, Virginia and leased a new fulfillment center in Bethlehem, Pennsylvania, that commenced in
2019 (see note 9). Qurate Retail recorded transaction related costs of $41 million during the year ended December 31,
2018 related to the QRG Initiatives, which primarily related to severance costs. Also, as a result of changes in internal
reporting from the QRG Initiatives, during the first quarter of 2019 the Company changed its reportable segments to
combine HSN and QVC U.S. into one reportable segment called “QxH.”

Qurate Retail and GCI Liberty (for accounting purposes a related party of Qurate Retail) entered into a tax sharing
agreement. Pursuant to that tax sharing agreement, GCI Liberty has agreed to indemnify Qurate Retail for taxes and tax-
related losses resulting from the GCI Liberty Split-Off to the extent such taxes or tax-related losses (i) result primarily
from, individually or in the aggregate, the breach of certain restrictive covenants made by GCI Liberty (applicable to
actions or failures to act by GCI Liberty and its subsidiaries following the completion of the GCI Liberty Split-Off), or (ii)
result from Section 355(e) of the Internal Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI
Liberty Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire,
directly or indirectly, a 50-percent or greater interest (measured by vote or value) in the stock of GCI Liberty (or any
successor corporation).

F-37

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Qurate Retail and Liberty Media Corporation (“LMC”) (for accounting purposes a related party of Qurate Retail)
entered into certain agreements in order to govern certain of the ongoing relationships between the two companies. These
agreements include a reorganization agreement, a services agreement (the “Services Agreement”), a facilities sharing
agreement (the “Facilities Sharing Agreement”) and a tax sharing agreement (the “Tax Sharing Agreement”). The Tax
Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail
and LMC and other agreements related to tax matters. Qurate Retail is party to on-going discussions with the IRS under
the Compliance Assurance Process audit program. The IRS may propose adjustments that relate to tax attributes allocated
to and income allocable to LMC. Any potential outcome associated with any proposed adjustments would be covered by
the Tax Sharing Agreement and are not expected to have any impact on Qurate Retail's financial position. Pursuant to the
Services Agreement, LMC provides Qurate Retail with general and administrative services including legal, tax, accounting,
treasury and investor relations support. See below for a description of an amendment to the services agreement entered
into in December 2019. Qurate Retail reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing
these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on
an estimated percentage of time spent providing services to Qurate Retail. Under the Facilities Sharing Agreement, Qurate
Retail shares office space with LMC and related amenities at LMC's corporate headquarters. Under these various
agreements approximately $8 million, $8 million and $11 million of these allocated expenses were reimbursable from
Qurate Retail to LMC for the years ended December 31, 2019, 2018 and 2017, respectively. Qurate Retail had a tax sharing
payable of approximately $95 million and $114 million as of December 31, 2019 and 2018, respectively, included in Other
liabilities in the consolidated balance sheets.

In December 2019, the Company entered into an amendment to the Services Agreement in connection with
LMC’s entry into a new employment arrangement with Gregory B. Maffei, the Company’s Chairman of the Board (the
“Chairman”). Under the amended Services Agreement, components of his compensation will either be paid directly to him
by each of the Company, Liberty TripAdvisor Holdings, Inc., GCI Liberty, Inc., and Liberty Broadband Corporation.
(collectively, the “Service Companies”) or reimbursed to LMC, in each case, based on allocations among LMC and the
Service Companies set forth in the amended Services Agreement, currently set at 19% for the Company. The new
agreement provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with
an aggregate annual base salary of $3 million (with no contracted increase), an aggregate one-time cash commitment bonus
of $5 million, an aggregate annual target cash performance bonus of $17 million, aggregate annual equity awards of
$17.5 million and aggregate equity awards granted in connection with his entry into his new agreement of $90 million (the
“upfront awards”). A portion of the grants made to our Chairman in the year ended December 31, 2019 related to our
Company’s allocable portion of these upfront awards.

(2) Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash equivalents consist of investments which are readily convertible into cash and have maturities of three

months or less at the time of acquisition.

Receivables

Receivables are reflected net of an allowance for doubtful accounts and sales returns. A provision for bad debts
is provided as a percentage of accounts receivable based on historical experience in the period of sale and included in
selling, general and administrative expense. A provision for vendor receivables are determined based on an estimate of
probable expected losses and included in cost of retail sales.

F-38

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

A summary of activity in the allowance for doubtful accounts is as follows:

Balance
beginning Charged

Additions

Balance
Deductions- end of

of year

to expense Other write-offs
amounts in millions

year

2019 . . . . . . . . . . $
2018 . . . . . . . . . . $
2017 . . . . . . . . . . $

117
92
99

130 4
123 3
73 (1)

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Inventory

Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. Cost is
determined by the average cost method, which approximates the first-in, first-out method. Assessments about the
realizability of inventory require the Company to make judgments based on currently available information about the likely
method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated
recoverable values of each disposition category. Inventory is stated net of inventory obsolescence reserves of $152 million
and $151 million for the years ended December 31, 2019 and 2018, respectively.

Investments

All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted
market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on
financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement
alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less
impairments) for its equity securities without readily determinable fair values. The Company had no equity securities for
which it elected the fair value option as of December 31, 2019 and 2018.

For those investments in affiliates in which the Company has the ability to exercise significant influence, the
equity method of accounting is used, except in situations where the fair value option has been selected. Under the equity
method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company's share of net
earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are
limited to the extent of the Company's investment in, advances to and commitments for the investee. In the event the
Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company
records its share of earnings or losses of such affiliate on a lag.

The Company performs a qualitative assessment each reporting period for its equity securities without readily
determinable fair values to identify whether an equity security could be impaired. When our qualitative assessment
indicates that an impairment could exist, we estimate the fair value of the investment and to the extent the fair value is less
than the carrying value, we record the difference as an impairment in the consolidated statements of operations.

Derivative Instruments and Hedging Activities

All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance
sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and
of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow
hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings

F-39

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in
the fair value of the derivative are recognized in earnings.

The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted
transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).
For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective
and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how
the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and
a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated
and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative
is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The
ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in
earnings.

Property and Equipment

Property and equipment consisted of the following:

December 31, December 31,

2019
2018
amounts in millions

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Support equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Projects in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease right-of-use ("ROU") assets . . . . . . . . . . . . . . . . . . . . .

Total property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

128

1,204
1,023
169
282
2,806

128
1,194
1,302
61
—
2,685

Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses,
if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 15 years for support
equipment and 3 to 39 years for buildings and improvements. Depreciation expense for the years ended December 31,
2019, 2018 and 2017 was $220 million, $211 million and $176 million, respectively.

Intangible Assets

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible
assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested
for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed
during the fourth quarter of each year.

In January 2017, the FASB issued new accounting guidance to simplify the measurement of goodwill impairment.
Under the new guidance, an entity no longer performs a hypothetical purchase price allocation to measure goodwill

F-40

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

impairment. Instead, a goodwill impairment is measured using the difference between the carrying value and the fair value
of the reporting unit. The Company early adopted this guidance during the fourth quarter of 2017.

In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting
unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more
likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there
are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition,
increased costs in doing business, management challenges, the legal environments and how these factors might impact
company specific performance in future periods. As part of the analysis the Company also considers fair value
determinations for certain reporting units that have been made at various points throughout the current year and prior year
for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company
performs the quantitative impairment test.

The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying
value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate
discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and
timing of expected future cash flows. The cash flows employed in Qurate Retail's valuation analyses are based on
management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in
future years. There is no assurance that actual results in the future will approximate these forecasts.

The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is
more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance
also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period
and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in
any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the
Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is
performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is
recognized in an amount equal to that excess.

Impairment of Long-lived Assets

The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets
(other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate
that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment
is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their
fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting
estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to
estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset
groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

Noncontrolling Interests

The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount
of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of
operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are
recorded in equity.

F-41

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign
operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign
subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of
operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized
cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other
comprehensive earnings in stockholders' equity.

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates
at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are
reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized
(based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and
unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations.

Revenue Recognition

On January 1, 2018, the Company adopted the revenue accounting standard (“ASC 606”) using the modified
retrospective method. The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled
for the transfer of promised goods or services to customers. This guidance also requires additional disclosure about the
nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company
recognized the cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of
retained earnings. The comparative information has not been restated and continues to be reported under the accounting
standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a
material impact to our net income on an ongoing basis.

In accordance with the revenue standard requirements, the following table illustrates the impact on our reported
results in the consolidated statements of operations assuming we did not adopt the new revenue standard on January 1,
2018. Other than as previously discussed, upon the adoption of the new revenue standard on January 1, 2018, there were
no additional material adjustments to our consolidated balance sheet as of December 31, 2018.

As reported
Year ended

December 31, 2018

Impact of ASC 606

in millions

Balance without
adoption of
ASC 606

Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

14,070

Cost of retail sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expenses, including

stock-based compensation and transaction related costs $
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . $
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

9,209

1,897
970
(60)
916

(154)

(13)

(126)
(2)
2
(11)

13,916

9,196

1,771
968
(58)
905

F-42

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The effect of changes of adoption is primarily due to changes in the timing of revenue recognition and the
classification of credit card income for the QVC-branded credit card and the HSN-branded credit card. For the year ended
December 31, 2018, revenue is recognized at the time of shipment to our customers consistent with when control passes
and credit card income is recognized in revenue. For the year ended December 31, 2017, revenue was recognized at the
time of delivery to the customers and deferred revenue, as well as inventory and related expenses, were recorded to account
for the shipments in-transit. In addition, credit card income was recognized as an offset to selling, general and
administrative expenses. The Company recognized a separate $124 million and $121 million asset (included in other
current assets) relating to the expected return of inventory and a $261 million and $266 million liability (included in other
current liabilities) relating to its sales return reserve at December 31, 2019 and 2018, respectively, instead of the net
presentation that was used at December 31, 2017.

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

Year ended
December 31, 2019

QxH

QVC Int'l

Zulily
in millions

Corp and other

Total

Home . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Beauty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . .
Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . $

3,047
1,299
1,289
918
1,141
402
181
8,277

905
659
422
376
107
226
14
2,709

422
53
582
416
15
54
29
1,571

729
—
172
—
—
—
—
901

5,103
2,011
2,465
1,710
1,263
682
224
13,458

Year ended
December 31, 2018

QxH

QVC Int'l

Zulily
in millions

Corp and other

Total

3,175
1,326
1,323
933
1,129
473
185
8,544

1,023
640
453
273
119
213
17
2,738

511
50
684
472
18
53
29
1,817

791
—
180
—
—
—
—
971

5,500
2,016
2,640
1,678
1,266
739
231
14,070

Consumer Product Revenue and Other Revenue. Qurate Retail's revenue includes sales of consumer products in
the following categories: home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live
merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs.

Other revenue consists primarily of income generated from our company branded credit cards in which a large
consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose

F-43

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics
of the credit card program.

Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this
occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized
revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns.

The Company recognizes revenue related to its company branded credit cards over time as the credit cards are

used by Qurate Retail's customers.

Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from

revenue.

The Company has elected to treat shipping and handling activities that occur after the customer obtains control
of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company accrues the related
shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy,
all shipping and handling activities are treated as fulfillment costs.

The Company generally has payment terms with its customers of one year or less and has elected the practical

expedient applicable to such contracts not to consider the time value of money.

Significant Judgments. Qurate Retail’s products are generally sold with a right of return and we may provide other
credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to
recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as
additional information becomes available. The Company has determined that it is the principal in vendor arrangements as
the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these
arrangements on a gross basis.

An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The
total reduction in sales due to returns for the years ended December 31, 2019, 2018 and 2017 aggregated $2,336 million,
$2,434 million and $1,861 million, respectively. Sales tax collected from customers on retail sales is recorded on a net
basis and is not included in revenue.

A summary of activity in the allowance for sales returns, is as follows:

Balance
beginning
of year

Additions -
charged to
earnings

2019 . . . . . $
2018 (1) . . $
2017 . . . . . $

266
267
98

2,336
2,434
1,027

Deductions
in millions
(2,341)
(2,435)
(1,023)

Acquisition
of HSN

Balance
end of year

-
-
35

261
266
137

(1) Amounts in 2018 and 2019 include the impact of adoption of ASC 606.

F-44

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Cost of Sales

Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received

from suppliers, shipping and handling costs and warehouse costs.

Stock-Based Compensation

As more fully described in note 13, the Company has granted to its directors, employees and employees of its
subsidiaries options, restricted stock and stock appreciation rights relating to shares of Qurate Retail and/or Liberty
Ventures common stock ("Qurate Retail common stock") (collectively, "Awards"). The Company measures the cost of
employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock)
based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the
employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of
employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will
be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting
date.

Stock compensation expense was $71 million, $88 million and $123 million for the years ended December 31,
2019, 2018 and 2017, respectively, included in selling, general and administrative expense in the accompanying
consolidated statements of operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying value
amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax
credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing
jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered
or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than
not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change
in tax rates is recognized in income in the period that includes the enactment date.

When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes
interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest
expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of
penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the
accompanying consolidated statements of operations.

F-45

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Earnings (Loss) Attributable to Qurate Retail Stockholders and Earnings (Loss) Per Common Share

Net earnings (loss) attributable to Qurate Retail stockholders is comprised of the following (amounts in millions):

Years ended December 31,

2019

2018

2017

Qurate Retail

Net earnings (loss) from continuing operations . . . . . . . . . $
Net earnings (loss) from discontinued operations . . . . . . . $

Liberty Ventures

Net earnings (loss) from continuing operations . . . . . . . . .
Net earnings (loss) from discontinued operations . . . . . . .

$
$

(456)
NA

NA
NA

674
NA

101
141

1,208
NA

781
452

Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) attributable to such
common stock by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS
presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning
of the periods presented.

Series A and Series B Qurate Retail Common Stock

EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding.
Excluded from diluted EPS for the years ended December 31, 2019, 2018 and 2017 are approximately 22 million,
25 million and 20 million potential common shares, respectively, because their inclusion would be antidilutive.

Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . .
Diluted WASO . . . . . . . . . . . . . . . . . . . . . . . . . . .

Series A and Series B Liberty Ventures Common Stock

2019

Years ended December 31,
2018
number of shares in millions

2017

424
—
424

462
3
465

445
3
448

EPS for all periods through December 31, 2019, is based on the following weighted average shares outstanding.
Excluded from diluted EPS for the years ended December 31, 2018 and 2017 are less than a million potential common
shares because their inclusion would be antidilutive.

F-46

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Basic WASO . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . .
Diluted WASO . . . . . . . . . . . . . . . . .

2019

Years ended December 31,
2018 (1)
number of shares in millions

2017

NA
NA
NA

86
1
87

(1) All of the outstanding shares of Liberty Ventures Series A and B common stock were redeemed for GCI Liberty Series

A and B common stock as a result of the GCI Liberty Split-Off on March 9, 2018.

Reclasses and adjustments

Certain prior period amounts have been reclassified for comparability with the current year presentation.

As a result of repurchases of Series A Qurate Retail common stock, the Company’s additional paid-in capital
balance was in a deficit position in certain quarterly periods during the year ended December 31, 2019. In order to maintain
a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit ($328 million) at December
31, 2019 to retained earnings.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate
Retail considers (i) recurring and non-recurring fair value measurements, (ii) accounting for income taxes and (iii)
estimates of retail-related adjustments and allowances to be its most significant estimates.

New Accounting Pronouncements Not Yet Adopted

Internal-Use Software. In August 2018, the FASB issued new guidance which aligns the requirements for
capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for
capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for
the Company in the first quarter of 2020 with early adoption permitted. The Company is currently assessing the impact
that adopting this new accounting standard will have on its consolidated financial statements.

F-47

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(3) Supplemental Disclosures to Consolidated Statements of Cash Flows

Years ended December 31,
2018 2017
2019

amounts in millions

Cash paid for acquisitions:

Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of equity consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash paid (received) for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . $

—
—
—
—
—
—
—

956
(11)
1,577
—
651
(4)
(977)
10
5
(281)
— (1,948)
(22)
—

Cash paid for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

360

362

343

Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

175

226

158

Non-cash capital additions obtained in exchange for liabilities . . . . . . . . . . . . . . . . . . . . . . . $

—

In November 2016, the FASB issued new accounting guidance which requires entities to show the changes in the
total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The Company
adopted this guidance during the first quarter of 2018 and has reclassified prior period balances in cash and cash equivalents
within the consolidated statements of cash flows in order to conform with current period presentation. The following table
reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount
presented in our consolidated statements of cash flows:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash included in other current assets . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and restricted cash in the consolidated

in millions
673
8

statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

681

653
7

660

December 31,
2019

December 31,
2018

F-48

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(4) Acquisitions

On December 29, 2017, Qurate Retail acquired the approximately 62% of HSN it did not already own in an all-
stock transaction making HSN a wholly-owned subsidiary, attributed to the QVC Group. HSN shareholders (other than
Qurate Retail) received fixed consideration of 1.65 shares of Series A QVC Group common stock (“QVCA”) for each
share of HSN common stock. Qurate Retail issued 53.6 million shares of QVCA common stock to HSN shareholders. In
conjunction with application of acquisition accounting, we recorded a full step up in basis of HSN which resulted in a
$409 million gain. The fair market value of our ownership interest previously held in HSN ($605 million) was determined
based on the trading price of QVCA common stock on the date of the acquisition (Level 1) less a control premium. The
market value of the shares of QVCA common stock issued to HSN shareholders ($1.3 billion) was determined based on
the trading price of QVCA common stock on the date of the acquisition. The total equity value of the transaction was
$1.9 billion. Included in net earnings (loss) from continuing operations for the year ended December 31, 2017 is
$43 million related to HSN’s operations since the date of acquisition, which is primarily related to severance cost post
acquisition. Of the $43 million, $38 million related to HSN ($8 million of which related to stock-based compensation
expense and is included in Selling, general and administrative, including stock-based compensation expense in the
consolidated statements of operations) and $5 million related to Cornerstone. With the exception of the $43 million of
severance-related costs incurred on December 30, 2017, HSN’s results of operations are not included in our consolidated
operating results for the year ended December 31, 2017, as the final two days of the period were considered immaterial.

The pro forma revenue and net earnings from continuing operations of Qurate Retail, prepared utilizing the
historical financial statements of HSN, giving effect to purchase accounting related adjustments made at the time of
acquisition, as if the transaction discussed above occurred on January 1, 2016, are as follows:

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) from continuing operations . . . . . . . . . . . . . . $

Year Ended December 31,

2017

amounts in millions
(unaudited)

13,791
2,200

The pro forma information is not representative of Qurate Retail’s future financial position, future results of
operations or future cash flows nor does it reflect what Qurate Retail’s financial position, results of operations or cash
flows would have been as if the transaction had happened previously and Qurate Retail controlled HSN during the periods
presented. The pro forma information includes a nonrecurring adjustment for transaction costs incurred as a result of the
acquisition.

(5) Disposals

Disposals - Presented as Discontinued Operations

On March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. At the time of the GCI Liberty Split-Off,
GCI Liberty was comprised of, among other things, GCI Liberty’s legacy business, Qurate Retail’s former interest in
Liberty Broadband, Charter and LendingTree, and Qurate Retail’s former wholly-owned subsidiary Evite. Qurate Retail
viewed Liberty Broadband, LendingTree and Evite as separate components and evaluated them separately for discontinued
operations presentation. As Qurate Retail’s former interest in Charter was accounted for as an available for sale investment
it did not meet the definition of a component for discontinued operation presentation. The disposition of Liberty Broadband

F-49

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

was considered significant to the overall financial statements. Accordingly, the accompanying consolidated financial
statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Liberty Broadband as a discontinued
operation for the years ended December 31, 2018 and 2017. The disposition of LendingTree and Evite as part of the GCI
Liberty Split-Off does not have a major effect on Qurate Retail’s historical or future results. Accordingly, LendingTree and
Evite are not presented as discontinued operations in the accompanying consolidated financial statements of Qurate Retail.
LendingTree and Evite are included in the Corporate and other segment through March 8, 2018. See “Disposals – Not
Presented as Discontinued Operations” below for additional information regarding Evite and LendingTree.

Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings

(loss) from discontinued operations, is as follows (amounts in millions):

Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

NA
NA

187
(46)

473
(21)

Years ended December 31,

2019

2018

2017

The combined impact from discontinued operations, discussed above, is as follows:

Basic earnings (loss) from discontinued operations attributable to

Qurate Retail shareholders per common share (note 2):
Series A and Series B Qurate Retail common stock . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . $

Diluted earnings (loss) from discontinued operations attributable to

Qurate Retail shareholders per common share (note 2):
Series A and Series B Qurate Retail common stock . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . $

Years ended December 31,

2019

2018

2017

NA
NA

NA
1.64

NA
1.62

NA
5.26

NA
5.20

Prior to the GCI Liberty Split-Off, Qurate Retail accounted for the investment in Liberty Broadband at its fair
value. Accordingly, Liberty Broadband’s assets, liabilities and results of operations were not included in Qurate Retail’s
consolidated financial statements. Summary financial information for Liberty Broadband for the periods prior to the GCI
Liberty Split-Off is as follows:

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (loss) of affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on dilution of investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty Broadband shareholders . . . . . . . . . . . . . . . . . . . .

$
$
$
$
$

(25)
2,509
(18)
(417)
2,034

Year ended December 31,

2017
amounts in millions

F-50

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Disposals – Not Presented as Discontinued Operations

As discussed above, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. Although Liberty
Broadband has been presented as a discontinued operation, Evite and LendingTree are not presented as discontinued
operations. Included in revenue in the accompanying consolidated statements of operations is $3 million and $24 million
for the years ended December 31, 2018 and 2017, respectively, related to Evite. Included in net earnings (loss) in the
accompanying consolidated statements of operations are losses of $2 million and $3 million, for the years ended December
31, 2018 and 2017, respectively, related to Evite. Included in net earnings (loss) in the accompanying consolidated
statements of operations are earnings of less than a million and $6 million for the years ended December 31, 2018 and
2017, respectively, related to LendingTree.

(6) Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs
to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active
markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2
inputs, other than quoted market prices included within Level 1, are observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring
assets or liabilities measured at fair value that would be considered Level 3.

The Company's assets and liabilities measured at fair value are as follows:

Description

Total

December 31, 2019
Quoted prices
in active
markets
for identical
assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Total

December 31, 2018
Quoted prices
in active
markets
for identical
assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $ 339
Indemnification asset (1) . . . . . . . . . . . . . . . . . . $ 202
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,557

339
—
—

amounts in millions
310
79
1,557 1,334

—
202

310
—
—

—
79
1,334

(1) The indemnification asset is included in Other current assets on the consolidated balance sheets as of December 31,

2019 and 2018.

The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market
prices that are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the debt instruments are
reported in the foregoing table as Level 2 fair value.

F-51

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Pursuant to an indemnification agreement, GCI Liberty has agreed to indemnify LI LLC for certain payments
made to a holder of LI LLC’s 1.75% Exchangeable Debentures due 2046 (the “1.75% Exchangeable Debentures”). An
indemnity asset in the amount of $281 million was recorded upon completion of the GCI Liberty Split-Off. In June 2018,
Qurate Retail repurchased 417,759 of the 1.75% Exchangeable Debentures for approximately $457 million, including
accrued interest, and GCI Liberty made a payment under the indemnification agreement to Qurate Retail in the amount of
$133 million. The remaining indemnification to LI LLC for certain payments made to a holder of the 1.75% Exchangeable
Debentures pertains to the holder’s ability to exercise its exchange right according to the terms of the debentures on or
before October 5, 2023. Such amount will equal the difference between the exchange value and par value of the 1.75%
Exchangeable Debentures at the time the exchange occurs. The indemnification asset recorded in the consolidated balance
sheets as of December 31, 2019 represents the fair value of the estimated exchange feature included in the 1.75%
Exchangeable Debentures primarily based on observable market data as significant inputs (Level 2). As of December 31,
2019, a holder of the 1.75% Exchangeable Debentures does have the ability to exchange and, accordingly, such
indemnification asset is included as a current asset in our consolidated balance sheet as of that date. Additionally, as of
December 31, 2019, 332,241 bonds of the 1.75% Exchangeable Debentures remain outstanding.

Realized and Unrealized Gains (Losses) on Financial Instruments

Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the

following:

Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (22)
Exchangeable senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(337)
123
Indemnification asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Other financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (251)

155

434
(3) (193)
—
(70)
(96)
(6)
145
76

Years ended December 31,
2019 2018 2017
amounts in millions

F-52

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(7) Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill are as follows:

QxH

QVC
International

Zulily

Corporate
and Other Total

Balance at January 1, 2018 . . . . . . . . . . . . . . .
Foreign currency translation adjustments .
Disposition (1) . . . . . . . . . . . . . . . . . . . . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2018 . . . . . . . . . . . .
Foreign currency translation adjustments .
Impairment (3) . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . $

5,238
—
—
(10)
5,228
—
—
5,228

amounts in millions
917
—
—
—
917
—
(440)
477

885
(25)
—
—
860
(1)
—
859

42
—
(26)
(4)
12
—
—
12

7,082
(25)
(26)
(14)
7,017
(1)
(440)
6,576

(1) As a result of the GCI Liberty Split-Off on March 9, 2018, the Company disposed of its wholly-owned subsidiary

Evite, resulting in a $26 million decrease to goodwill.

(2) As discussed in note 4, the preliminary purchase price allocation for the HSN acquisition was adjusted, resulting in a

decrease to goodwill.

(3) See discussion of the 2019 impairment below.

Goodwill recognized from acquisitions primarily relates to assembled workforces, website community and other

intangible assets that do not qualify for separate recognition.

As presented in the accompanying consolidated balance sheets, tradenames is the other significant indefinite lived

intangible asset.

Intangible Assets Subject to Amortization

Intangible assets subject to amortization are comprised of the following:

December 31, 2019

December 31, 2018

Gross

carrying
amount

Accumulated
amortization

Net
carrying
amount

Gross

Net

carrying
amount

Accumulated carrying
amount
amortization

amounts in millions

Television distribution rights . . . . . . . . . . $
Customer relationships . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

764
3,319
1,343
5,426

(624)
(2,891)
(956)
(4,471)

140
428
387
955

723
3,320
1,329
5,372

(583)
(2,768)
(963)
(4,314)

140
552
366
1,058

F-53

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The weighted average life of these amortizable intangible assets was approximately 9 years at the time of
acquisition. However, amortization is expected to match the usage of the related asset and will be on an accelerated basis
as demonstrated in table below.

Amortization expense for intangible assets with finite useful lives was $386 million, $426 million and
$549 million for the years ended December 31, 2019, 2018 and 2017, respectively. Based on its amortizable intangible
assets as of December 31, 2019, Qurate Retail expects that amortization expense will be as follows for the next five years
(amounts in millions):

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
$
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

319
230
143
87
74

Impairments

As a result of Zulily’s deteriorating financial performance, Zulily initiated a process to evaluate its current
business model and long-term business strategy in light of the challenging retail environment. Upon completing the
evaluation of Zulily’s model and long-term strategy, it was determined during the third quarter of 2019 that an indication
of impairment existed for the Zulily reporting unit related to its tradename and goodwill. With the assistance of a third
party specialist, the fair value of the tradename was determined using the relief from royalty method (Level 3), and an
impairment in the amount of $580 million was recorded during the third quarter of 2019, in the impairment of intangible
assets line item in the consolidated statements of operations. With the assistance of a third party specialist, the fair value
of the Zulily reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment in
the amount of $440 million was recorded during the third quarter of 2019, in the Impairment of intangible assets line item
in the consolidated statements of operations. As of December 31, 2019, the Zulily reporting unit has accumulated goodwill
impairment losses of $440 million. Based on the quantitative assessment performed during the third quarter of 2019 and
the resulting impairment losses recorded, the estimated fair values of the tradename and the Zulily reporting unit do not
significantly exceed their carrying values as of December 31, 2019.

The Company performed a qualitative goodwill impairment analysis during the fourth quarter of 2019 and 2018
and determined that triggering events existed at the HSN reporting unit in both periods due to a variety of factors, primarily
HSN’s inability to meet its 2019 and 2018 revenue projections. With the assistance of an external valuation expert, the
Company determined the estimated business enterprise value of HSN, including its intangible assets and goodwill as of
December 31, 2018, and the estimated value of its tradename intangible asset as of December 31, 2019 and December 31,
2018. In 2018 the business enterprise valuation was performed using a combination of a discounted cash flow model using
HSN’s projections of future operating performance (income approach) and market multiples (market approach) (Level 3).
In both periods the tradename valuation was performed using a relief from royalties method, primarily using a discounted
cash flow model using HSN’s projections of future operating performance (income approach) and applying a royalty rate
(market approach) (Level 3). As a result of the analysis, HSN recorded a $147 million and a $30 million impairment to its
tradename intangible asset as of December 31, 2019 and December 31, 2018, respectively. No impairment of HSN’s
goodwill was necessary in 2018.

As of December 31, 2019 the Company had accumulated goodwill impairment losses of $440 million.

F-54

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(8) Debt

Debt is summarized as follows:

Outstanding
principal
December 31, December 31,

Carrying value

2019

2019
amounts in millions

December 31,
2018

Corporate level debentures

8.5% Senior Debentures due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8.25% Senior Debentures due 2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4% Exchangeable Senior Debentures due 2029 . . . . . . . . . . . . . . . . . . . . . .
3.75% Exchangeable Senior Debentures due 2030 . . . . . . . . . . . . . . . . . . .
3.5% Exchangeable Senior Debentures due 2031 . . . . . . . . . . . . . . . . . . . .
0.75% Exchangeable Senior Debentures due 2043 . . . . . . . . . . . . . . . . . . .
1.75% Exchangeable Senior Debentures due 2046 . . . . . . . . . . . . . . . . . . .

Subsidiary level notes and facilities

QVC 3.125% Senior Secured Notes due 2019 . . . . . . . . . . . . . . . . . . . . . . .
QVC 5.125% Senior Secured Notes due 2022 . . . . . . . . . . . . . . . . . . . . . . .
QVC 4.375% Senior Secured Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . .
QVC 4.85% Senior Secured Notes due 2024 . . . . . . . . . . . . . . . . . . . . . . . .
QVC 4.45% Senior Secured Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . .
QVC 5.45% Senior Secured Notes due 2034 . . . . . . . . . . . . . . . . . . . . . . . .
QVC 5.95% Senior Secured Notes due 2043 . . . . . . . . . . . . . . . . . . . . . . . .
QVC 6.375% Senior Secured Notes due 2067 . . . . . . . . . . . . . . . . . . . . . . .
QVC 6.25% Senior Secured Notes due 2068 . . . . . . . . . . . . . . . . . . . . . . . .
QVC Bank Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other subsidiary debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred loan costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total consolidated Qurate Retail debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

287
504
431
433
251
—
332

—
500
750
600
600
400
300
225
500
1,235
—
—
7,348

285
502
327
318
422
2
488

—
500
750
600
599
399
300
225
500
1,235
—
(40)
7,412
(1,557)
5,855

286
502
304
307
377
2
344

399
500
750
600
599
399
300
225
—
1,320
188
(29)
7,373
(1,410)
5,963

Exchangeable Senior Debentures

Each $1,000 debenture of Liberty Interactive LLC’s (“LI LLC”) 4% Exchangeable Senior Debentures is
exchangeable at the holder's option for the value of 3.2265 shares of Sprint Corporation (“Sprint”) common stock and
0.7860 shares of CenturyLink, Inc. ("CenturyLink") common stock. LI LLC may, at its election, pay the exchange value
in cash, Sprint and CenturyLink common stock or a combination thereof. LI LLC, at its option, may redeem the debentures,
in whole or in part, for cash generally equal to the face amount of the debentures plus accrued interest.

Each $1,000 debenture of LI LLC's 3.75% Exchangeable Senior Debentures is exchangeable at the holder's option
for the value of 2.3578 shares of Sprint common stock and 0.5746 shares of CenturyLink common stock. LI LLC may, at
its election, pay the exchange value in cash, Sprint and CenturyLink common stock or a combination thereof. Qurate
Retail, at its option, may redeem the debentures, in whole or in part, for cash equal to the face amount of the debentures
plus accrued interest.

F-55

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Each $1,000 debenture of LI LLC's 3.5% Exchangeable Senior Debentures (the "Motorola Exchangeables") is
exchangeable at the holder's option for the value of 5.2598 shares of Motorola Solutions, Inc. (“MSI”). The remaining
exchange value is payable, at Qurate Retail's option, in cash or MSI stock or a combination thereof. LI LLC, at its option,
may redeem the debentures, in whole or in part, for cash generally equal to the adjusted principal amount of the debentures
plus accrued interest. As a result of various principal payments made to holders of the Motorola Exchangeables, the
adjusted principal amount of each $1,000 debenture is $514 as of December 31, 2019. During the year ended December
31, 2019, holders exchanged, under the terms of the Motorola Exchangeables, approximately $58 million principal of the
Motorola Exchangeables and Qurate Retail made cash payments of approximately $99 million to settle the obligations.

Each $1,000 original principal amount of the 0.75% Exchangeable Senior Debentures due 2043 is exchangeable
for a basket of 3.1648 shares of common stock of Charter and 7.4199 shares of common stock of AT&T Inc., which may
change over time to include other publicly traded common equity securities that may be distributed on or in respect of
those shares of Charter and Time Warner (or into which any of those securities may be converted or exchanged). This
basket of shares for which each Debenture in the original principal amount of $1,000 may be exchanged is referred to as
the Reference Shares attributable to such Debenture, and to each issuer of Reference Shares as a reference company. Each
Debenture is exchangeable at the option of the holder at any time, upon which they will be entitled to receive the Reference
Shares attributable to such Debenture or, at the election of LI LLC, cash or a combination of Reference Shares and cash
having a value equal to such Reference Shares. Upon exchange, holders will not be entitled to any cash payment
representing accrued interest or outstanding additional distributions. Subsequent to December 31, 2017, an extraordinary
additional distribution was made to the holders of the 0.75% Exchangeable Senior Debentures due 2043 in the amount of
$11.9399 per $1,000 original principal of the debentures, which is attributable to the cash consideration of $18.50 per share
paid to former holders of common stock of Time Inc. on January 31, 2018, in connection with the acquisition of Time Inc.
by Meredith Corporation. The Company paid the extraordinary additional distribution on March 1, 2018, to holders of
record of the 0.75% Exchangeable Senior Debentures due 2043 on February 14, 2018, the special record date for the
extraordinary additional distribution.

In August 2016, Qurate Retail issued $750 million principal amount of new senior exchangeable debentures due
September 2046 which bear interest at an annual rate of 1.75%. Each $1,000 debenture is exchangeable at the holder’s
option for the value of 2.9317 shares of Charter Class A common stock. Qurate Retail may, at its election, pay the exchange
value in cash, Charter Class A common stock or a combination thereof. The number of shares of Charter Class A common
stock attributable to a debenture represents an initial exchange price of approximately $341.10 per share. On October 5,
2023, Qurate Retail, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the face
amount of the debentures plus accrued interest. See note 6 for additional information about these debentures.

Qurate Retail has elected to account for all of its Exchangeables using the fair value option. Accordingly, changes
in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. Qurate
Retail will review the triggering events on a quarterly basis to determine whether a triggering event has occurred to require
current classification of certain Exchangeables, see additional discussion below.

Qurate Retail has sold, split-off or otherwise disposed of all of its shares of MSI, Sprint, Charter and CenturyLink
common stock which underlie the respective exchangeable senior debentures. Because such exchangeable debentures are
exchangeable at the option of the holder at any time and Qurate Retail can no longer use owned shares to redeem the
debentures, Qurate Retail has classified for financial reporting purposes the debentures that could be redeemed for cash as
a current liability. Exchangeable senior debentures classified as current totaled $1,557 million at December 31, 2019.
Although such amount has been classified as a current liability for financial reporting purposes, the Company believes the
probability that the holders of such instruments will exchange a significant principal amount of the debentures prior to
maturity is unlikely.

F-56

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Interest on the Company's exchangeable debentures is payable semi-annually based on the date of issuance. At

maturity, all of the Company's exchangeable debentures are payable in cash.

In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and
measurement of financial instruments. The Company adopted this guidance during the first quarter of 2018. A portion of
the unrealized gain (loss) recognized on the Company’s exchangeable debt accounted for at fair value is now presented in
other comprehensive income as it relates to instrument specific credit risk on the consolidated statements of comprehensive
income.

Senior Debentures

Interest on the 8.5% Senior Debentures due 2029 and the 8.25% Senior Debentures due 2030 (collectively, the
“Senior Debentures”) is payable semi-annually based on the date of issuance. The Senior Debentures are stated net of an
aggregate unamortized discount of $4 million at December 31, 2019 and $3 million at December 31, 2018. Such discount
is being amortized to interest expense in the accompanying consolidated statements of operations.

QVC Senior Secured Notes

On March 18, 2014, QVC issued $400 million principal amount of 3.125% Senior Secured Notes due 2019 at an
issue price of 99.828% and $600 million principal amount of 4.85% Senior Secured Notes due 2024 at an issue price of
99.927% (collectively, the “March Notes”). The March Notes were secured by the capital stock of QVC and certain of
QVC’s subsidiaries and had equal priority to QVC’s senior secured credit facility. In April 2019, QVC repaid the
outstanding balance on the 3.125% Senior Secured Notes due 2019.

On August 21, 2014, QVC issued $600 million principal amount of 4.45% Senior Secured Notes due 2025 at an
issue price of 99.860% and $400 million principal amount 5.45% Senior Secured Notes due 2034 at an issue price of
99.784% (collectively, the “August Notes”). The August Notes are secured by the capital stock of QVC and certain of
QVC’s subsidiaries and have equal priority to QVC’s senior secured credit facility. During prior years, QVC issued
$500 million principal amount of 5.125% Senior Secured Notes due 2022 at par, $750 million principal amount of 4.375%
Senior Secured Notes due 2023 at par and $300 million principal amount of 5.95% Senior Secured Notes due 2043 at par.

In September 2018, QVC completed a registered debt offering for $225 million of 6.375% Senior Notes due 2067
(the “2067 Notes”). QVC has the option to call the 2067 Notes after 5 years at par value, plus accrued and unpaid interest.

On November 26, 2019, QVC completed a registered debt offering for $435 million of the 6.25% Senior Secured
Notes due 2068 (“2068 Notes”) at par. QVC granted an option for underwriters to purchase up to an additional $65 million
of 2068 Notes which was exercised on December 6, 2019, bringing the aggregate principal borrowed to $500 million.
QVC has the option to call the 2068 Notes after 5 years at par value, plus accrued and unpaid interest.

On February 4, 2020, QVC completed a registered debt offering for $575 million of the 4.75% Senior Secured
Notes due 2027 (the "2027 Notes”) at par. Interest on the 2027 Notes will be paid semi-annually in February and August,
with payments commencing on August 15, 2020.

QVC Bank Credit Facilities

On December 31, 2018, QVC entered into the Fourth Amended and Restated Credit Agreement with Zulily as co-
borrowers (collectively, the “Borrowers”) which is a multi-currency facility that provides for a $3.65 billion (which was

F-57

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

reduced to $2.95 billion, effective February 4, 2020 upon the closing of QVC’s offering of the 2027 Notes) revolving credit
facility, with a $450 million sub-limit for standby letters of credit and $1.5 billion of uncommitted incremental revolving
loan commitments or incremental term loans. The Fourth Amended and Restated Credit Agreement includes a $400 million
tranche that may be borrowed by QVC or Zulily, with a $50 million sub-limit for standby letters of credit. The remaining
$3.25 billion (which was subsequently reduced to $2.55 billion upon reduction of the revolving credit facility, effective
February 4, 2020) and any incremental loans may be borrowed only by QVC. Borrowings that are alternate base rate loans
will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% to 0.75% depending
on the Borrowers’ combined ratio of consolidated total debt to consolidated EBITDA (the “Combined Consolidated
Leverage Ratio”). Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR
plus a margin that varies between 1.25% and 1.75% depending on the Borrowers’ Combined Consolidated Leverage Ratio.
Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No
mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability;
provided that, if Zulily ceases to be controlled by Qurate Retail, all of its loans must be repaid and its letters of credit cash
collateralized. The facility matures on December 31, 2023. Payment of loans may be accelerated following certain
customary events of default.

The payment and performance of the borrowers’ obligations (including Zulily’s obligations) under the Fourth
Amended and Restated Credit Agreement are guaranteed by each of QVC’s Material Domestic Subsidiaries (as defined in
the Fourth Amended and Restated Credit Agreement). Further, the borrowings under the Fourth Amended and Restated
Credit Agreement are secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests. In
addition, the payment and performance of the borrowers’ obligations with respect to the $400 million tranche available to
both QVC and Zulily are also guaranteed by Zulily and secured by a pledge of all of Zulily’s equity interests.

The Fourth Amended and Restated Credit Agreement contains certain affirmative and negative covenants,
including certain restrictions on QVC and Zulily and each of their respective restricted subsidiaries (subject to certain
exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets;
making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments;
dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback
transactions; restricting subsidiary distributions; and limiting QVC’s consolidated leverage ratio and the Borrowers’
Combined Consolidated Leverage Ratio.

The interest rate on borrowings outstanding under the Fourth Amended and Restated Credit Agreement was 3.1%
at December 31, 2019. Availability under the Fourth Amended and Restated Credit Agreement at December 31, 2019 was
$2.4 billion (which was subsequently reduced to $1.7 billion upon the reduction of the revolving credit facility, effective
February 4, 2020), including the remaining portion of the $400 million tranche available to Zulily and net of $23 million
of outstanding standby letters of credit.

Interest Rate Swap Arrangements

During the year ended December 31, 2016, QVC entered into a three-year interest rate swap arrangement with a
notional amount of $125 million to mitigate the interest rate risk associated with interest payments related to its variable
rate debt. The swap arrangement did not qualify as a cash flow hedge under GAAP, and expired in June 2019. In July 2019,
the Company entered into a three-year interest swap arrangement with a notional amount of $125 million. The swap
arrangement did not qualify as a cash flow hedge under U.S. GAAP and the fair value of the swap instrument was in a net
liability position of less than $1 million as of December 31, 2019. On December 31, 2018, QVC entered into a thirteen
month interest rate swap arrangement that effectively converted $250 million of its variable rate bank credit facility to a
fixed rate of 1.05% with a maturity date in January 2020. The swap instrument does not qualify as a cash flow hedge and

F-58

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

the fair value of the swap instrument was in a net asset position of less than $1 million as of December 31, 2019. Changes
in the fair value of the swaps are reflected in realized and unrealized gains (losses) on financial instruments, net in the
accompanying consolidated statements of operations.

Other Subsidiary Debt

Other subsidiary debt at December 31, 2018 is comprised of capitalized satellite transponder lease obligations.

Debt Covenants

Qurate Retail and its subsidiaries were in compliance with all debt covenants at December 31, 2019.

Five Year Maturities

The annual principal maturities of Qurate Retail's debt, based on stated maturity dates, for each of the next five

years is as follows (amounts in millions):

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
$
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11
11
512
1,997
613

Fair Value of Debt

Qurate Retail estimates the fair value of its debt based on the quoted market prices for the same or similar issues
or on the current rate offered to Qurate Retail for debt of the same remaining maturities (Level 2). The 2067 Notes and
2068 Notes are traded on the New York Stock Exchange, and the Company considers them to be actively traded. As such,
the 2067 Notes and 2068 Notes are valued based on their trading price (Level 1). The fair value, based on quoted prices of
instruments not considered to be active markets, of Qurate Retail's publicly traded debt securities that are not reported at
fair value in the accompanying consolidated balance sheets is as follows (amounts in millions):

Senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
QVC senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

804
4,011

2019

2018

786
3,573

December 31,

Due to the variable rate nature, Qurate Retail believes that the carrying amount of its subsidiary debt not discussed

above approximated fair value at December 31, 2019.

F-59

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(9) Leases

In February 2016 and subsequently, the FASB issued new guidance which revises the accounting for leases.
Under the new guidance, entities that lease assets are required to recognize assets and liabilities on the balance sheet related
to the rights and obligations created by those leases regardless of whether they are classified as finance or operating
leases. In addition, new disclosures are required to meet the objective of enabling users of the financial statements to better
understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this guidance,
which established Accounting Standards Codification Topic 842 (“ASC 842”), on January 1, 2019 and elected the optional
transition method that allowed for a cumulative-effect adjustment in the period of adoption. Results for reporting periods
beginning after January 1, 2019 are presented under the new guidance, while prior period amounts were not adjusted and
continue to be reported under the accounting standards in effect for those periods.

The Company elected certain of the available transition practical expedients, including those that permit it to not
reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or
existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect
the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing
impairment. The most significant impact of the new guidance was the recognition of ROU assets and lease liabilities for
operating leases. In addition, the Company elected the practical expedient to account for the lease and non-lease
components as a single lease component and will not recognize right-of-use assets or lease liabilities for short-term leases,
which are those leases with a term of twelve months or less at the lease commencement date.

The Company recognized $287 million of operating lease ROU assets, $51 million of short term operating lease
liabilities and $259 million of long term operating lease liabilities on the consolidated balance sheet upon adoption of the
new standard. The operating lease liabilities were determined based on the present value of the remaining rental payments
and the operating lease ROU asset was determined based on the value of the lease liabilities, adjusted primarily for deferred
rent, net of prepaid rent of $23 million.

The Company has finance lease agreements with transponder and transmitter network suppliers for the right to
transmit its signals in the U.S. and Germany. The Company is also party to a finance lease agreement for data processing
hardware and a warehouse. The Company also leases data processing equipment, facilities, office space, retail space and
land. These leases are classified as operating leases. Operating lease ROU assets and operating lease liabilities are
recognized based on the present value of the future lease payments using our incremental borrowing rate.

Our leases have remaining lease terms of less than one year to 15 years some of which may include
the option to extend for up to 14 years, and some of which include options to terminate the leases within less than one year.

F-60

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The components of lease cost during the year ended December 31, 2019 were as follows:

Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Finance lease cost

Depreciation of leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total finance lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Year ended
December 31, 2019
in millions

20
9
29

Prior to the adoption of ASC 842, rental expense under lease arrangements amounted to $80 million and $45

million for the years ended December 31, 2018 and 2017, respectively.

The remaining weighted-average lease term and the weighted-average discount rate were as follows:

Weighted-average remaining lease term (years):

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average discount rate:

December 31, 2019

9.2
9.1

5.0%
4.9%

F-61

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Supplemental balance sheet information related to leases was as follows:

Operating leases:
Operating lease ROU assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current operating lease liabilities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance Leases:
Finance lease ROU assets (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease ROU asset accumulated depreciation (4) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease ROU assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current finance lease liabilities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liabilities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

December 31,
2019
in millions

397

64
349
413

282
(129)
153
18
163
181

(1) Included within the Other assets, at cost, net of accumulated amortization line item on the consolidated balance

sheets.

(2) Included within the Other current liabilities line item on the consolidated balance sheets.
(3) Included within the Other liabilities line item on the consolidated balance sheets.
(4) Included within the Property and equipment, net line item on the consolidated balance sheets.

Supplemental cash flow information related to leases was as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ROU assets obtained in exchange for lease obligations

Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$
$

$
$

Year ended
December 31, 2019
in millions

75
9
22

173
16

F-62

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Future lease payments under finance leases and operating leases with initial terms of one year or more at December 31,
2019 consisted of the following:

Finance Leases

Operating Leases

in millions

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26
25
25
25
23
108
232
51
181

81
68
60
59
56
224
548
135
413

On October 5, 2018, QVC entered into a lease (“ECDC Lease”) for an East Coast distribution center.
The 1.7 million square foot rental building is located in Bethlehem, Pennsylvania and will be leased to QVC for
an initial term of 15 years. QVC obtained initial access to a portion of the ECDC Lease during March 2019 and obtained
access to the remaining portion during September 2019. In total, QVC recorded a ROU asset of $141 million and an
operating lease liability of $131 million relating to the ECDC Lease, with the difference attributable to prepaid rent. QVC
is required to pay an initial base rent of $10 million per year, with payments that began in the third quarter of 2019, and
increasing to $14 million per year, as well as all real estate taxes and other building operating costs. QVC also has
the option to extend the term of the ECDC Lease for up to two consecutive terms of 5 years each and one final term of 4
years.

F-63

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(10) Income Taxes

On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act made broad and complex changes
to the U.S. tax code, the most significant of which was a reduction to the U.S. federal corporate tax rate from 35 percent
to 21 percent. The Company reflected the income tax effects of the Tax Act for which the accounting was known as of
December 31, 2017 and made immaterial revisions to such amounts during the allowed one year measurement period. As
of December 31, 2018, the Company had completed its analysis of the tax effects of the Tax Act.

The corporate rate reduction was applied to our inventory of deferred tax assets and deferred tax liabilities which

resulted in the net tax benefit in the period ended December 31, 2017.

Income tax benefit (expense) consists of:

2019

Years ended December 31,
2018
amounts in millions

2017

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax benefit (expense) . . . . . . . . . . . . . $

94
(27)
(93)
(26)

247
(5)
1
243
217

(126)
(35)
(84)
(245)

131
57
(3)
185
(60)

(61)
(23)
(88)
(172)

1,252
(95)
—
1,157
985

The following table presents a summary of our domestic and foreign earnings from continuing operations before

income taxes:

2019

Years ended December 31,
2018
amounts in millions

2017

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (858)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (622)

683
200
883

841
209
1,050

F-64

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of

21% in 2019 and 2018 and 35% in 2017 as a result of the following:

Years ended December 31,

2019

2018

2017

amounts in millions

Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local income taxes, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Foreign taxes, net of foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative energy tax credits and incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in tax rate due to Tax Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in state tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in tax rate - tax loss carryback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidation of equity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax write-off of consolidated subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

131
9
(1)
—
152
(51)
—
(23)
45
—
34
(93)
14
217

(186)
(13)
(5)
—
92
9
—
61
—
—
—
—
(18)
(60)

(367)
(16)
(32)
10
85
(100)
1,317
(71)
—
138
—
—
21
985

For the year ended December 31, 2019 income tax benefit was greater than the U.S. statutory rate of 21% due to
tax benefits from tax credits and incentives generated by our alternative energy investments and tax benefits from losses
generated in 2019 that were eligible for carryback to tax years with federal income tax rates greater than the U.S. statutory
tax rate of 21%, partially offset by a goodwill impairment that is not deductible for tax purposes and an increase in the
valuation allowance against certain deferred tax assets.

For the year ended December 31, 2018 income tax expense was lower than the U.S. statutory rate of 21% due to
tax benefits from tax credits and incentives generated by our alternative energy investments, a reduction in the Company’s
state effective tax rate used to measure deferred taxes resulting from the GCI Liberty Split-Off in March 2018, and a
reduction in the Company’s state effective tax rate used to measure deferred taxes resulting from a state law change during
the second quarter.

For the year ended December 31, 2017 the significant reconciling items were net tax benefits for the effect of the
change in the U.S. federal corporate tax rate from 35% to 21% on deferred taxes, the tax-free consolidation of our equity
method investment in HSN, and tax benefits derived from Qurate Retail’s alternative energy tax credits and incentives,
partially offset by net tax expense for an increase in the Company’s valuation allowance and an increase in the Company’s
state effective tax rate used to measure deferred taxes.

F-65

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and

deferred income tax liabilities are presented below:

December 31,

2019
2018
amounts in millions

Deferred tax assets:

Tax losses and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

314
154
22
84
48
186
808
(205)
603

177
121
30
—
65
110
503
(154)
349

Deferred tax liabilities:

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on exchangeable debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122
856
106
1,047
153
2,284
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,681

55
1,123
—
1,067
29
2,274
1,925

The Company's valuation allowance increased $51 million in 2019, and all of which affected tax expense.

At December 31, 2019, the Company has a deferred tax asset of $314 million for net operating losses, credit
carryforwards, and interest expense carryforwards. If not utilized to reduce income tax liabilities in future periods,
$262 million of these loss carryforwards and tax credits will expire at various times between 2020 and 2039. The remaining
$52 million of tax losses and carryforwards may be carried forward indefinitely. These losses and credit carryforwards are
expected to be utilized prior to expiration, except for $126 million.

At December 31, 2019, the Company had a deferred tax asset of $154 million for foreign tax credit carryforwards.
If not utilized to reduce income tax liabilities in future periods, these foreign tax credits carryforwards will expire at various
times between 2022 and 2029. The Company estimates that $79 million of its foreign tax credit carryforward will expire
without utilization.

F-66

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

A reconciliation of unrecognized tax benefits is as follows:

Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions based on tax positions related to the current year . . . . . . . . . . .
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statute and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

2017

Years ended December 31,
2018
2019
amounts in millions
70
5
14
(3)
(11)
75

72
10
4
—
(15)
71

71
9
2
—
(12)
70

As of December 31, 2019, 2018 and 2017, the Company had recorded tax reserves of $75 million, $70 million
and $71 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to
be recognized for financial statement purposes, $61 million, $56 million and $60 million for the years ended December 31,
2019, 2018 and 2017, respectively, would be reflected in the Company's tax expense and affect its effective tax rate. Qurate
Retail's estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment. The
Company has tax positions for which the amount of related unrecognized tax benefits could change during 2019. The
amount of unrecognized tax benefits related to these issues could change as a result of potential settlements, lapsing of
statute of limitations and revisions of estimates. It is reasonably possible that the amount of the Company's gross
unrecognized tax benefits may increase within the next twelve months by up to $2 million.

As of December 31, 2019, the Company's tax years prior to 2016 are closed for federal income tax purposes, and
the IRS has completed its examination of the Company's 2016 and 2017 tax years. The Company's 2018 and 2019 tax
years are being examined currently as part of the IRS's Compliance Assurance Process ("CAP") program. Various states
are currently examining the Company's prior years’ state income tax returns. The Company is not under audit in any foreign
tax jurisdictions.

The Company recorded $23 million of accrued interest and penalties related to uncertain tax positions as of

December 31, 2019, $20 million as of December 31, 2018 and $17 million as of December 31, 2017.

(11) Stockholders' Equity

Preferred Stock

Qurate Retail's preferred stock is issuable, from time to time, with such designations, preferences and relative
participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in
a resolution or resolutions providing for the issue of such preferred stock adopted by Qurate Retail's Board of Directors.
As of December 31, 2019, no shares of preferred stock were issued.

Common Stock

Series A Qurate Retail common stock has one vote per share, and Series B Qurate Retail common stock has ten
votes per share. Each share of the Series B common stock is exchangeable at the option of the holder for one share of
Series A common stock of the same group. The Series A and Series B common stock participate on an equal basis with
respect to dividends and distributions.

F-67

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

At the Annual Meeting of Stockholders held on June 2, 2015, the Company’s stockholders approved an
amendment to the Restated Certificate of Incorporation that increased (i) the total number of shares of the Company’s
capital stock which the Company will have the authority to issue to 9,015 million shares, (ii) the number of shares of the
Company’s capital stock designated as “Common Stock” to 8,965 million shares and (iii) the number of shares of Common
Stock designated as “Series A Liberty Ventures Common Stock,” “Series B Liberty Ventures Common Stock” and “Series
C Liberty Ventures Common Stock” to 400 million shares, 15 million shares and 400 million shares, respectively.

At the Annual Meeting of Stockholders held on May 23, 2018, the Company’s stockholders approved an
amendment to the Restated Certificate of Incorporation, which (i) eliminated the tracking stock capitalization structure of
the Company and (ii) reclassified each outstanding share of Series A and Series B QVC Group common stock into one
share of our Series A and Series B common stock, respectively. In addition, the amendment to the Restated Certificate of
Incorporation changed (i) the total number of shares of the Company’s capital stock which the Company will have the
authority to issue to 8,200 million shares, (ii) the number of shares of the Company’s capital stock designated as “Common
Stock” to 8,150 million shares, (ii) the number of shares of Common Stock designated as “Series A Common Stock,”
“Series B Common Stock” and “Series C Common Stock” to 4,000 million shares, 150 million shares and 4,000 million
shares, respectively, and (iii) the number of shares of the Company’s capital stock designated as “Preferred Stock” to 50
million shares.

As of December 31, 2019, Qurate Retail reserved for issuance upon exercise of outstanding stock options
approximately 23.2 million shares of Series A Qurate Retail common stock and approximately 1.8 million shares of Series
B Qurate Retail common stock.

In addition to the Series A and Series B Qurate Retail common stock, there are 4 billion shares of Series C Qurate
Retail common stock authorized for issuance, respectively. As of December 31, 2019, no shares of any Series C Qurate
Retail common stock were issued or outstanding.

On December 29, 2017, in conjunction with the acquisition of HSN, Qurate Retail issued 53.6 million shares of

Series A Qurate Retail common stock. See additional discussion about the acquisition in note 4.

As discussed in note 1, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. As part of the

GCI Liberty Split-Off, all outstanding shares of Series A Liberty Ventures common stock were redeemed for one share
of GCI Liberty Class A common stock and each outstanding share of Series B Liberty Ventures common stock was
redeemed for one share of GCI Liberty Class B common stock.

Purchases of Common Stock

During the year ended December 31, 2017, the Company repurchased 34,765,751 shares of Series A Qurate Retail

common stock for aggregate cash consideration of $766 million.

During the year ended December 31, 2018, the Company repurchased 43,080,787 shares of Series A Qurate Retail

common stock for aggregate cash consideration of $988 million.

During the year ended December 31, 2019, the Company repurchased 24,329,610 shares of Series A Qurate Retail

common stock for aggregate cash consideration of $392 million.

All of the foregoing shares were repurchased pursuant to a previously announced share repurchase program and

have been retired and returned to the status of authorized and available for issuance.

F-68

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(12) Related Party Transactions with Officers and Directors

Chairman Compensation Arrangement

In December 2014, the Compensation Committee of Qurate Retail approved a compensation arrangement,
including term options discussed in note 13, for its current Chairman. The arrangement provides for a five year employment
term beginning January 1, 2015 and ending December 31, 2019, with an annual base salary of $960,750, increasing
annually by 5% of the prior year's base salary, and an annual target cash bonus equal to 250% of the applicable year's
annual base salary. The arrangement also provides that, in the event the Chairman is terminated for "cause," he will be
entitled only to his accrued base salary and any amounts due under applicable law and he will forfeit all rights to his
unvested term options. If, however, the Chairman was terminated by Qurate Retail without cause or if he terminated his
employment for “good reason,” the arrangement provided for him to receive his accrued base salary, his accrued but unpaid
bonus and any amounts due under applicable law, a severance payment of 1.5 times his base salary during the year of his
termination, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of
termination, a payment equal to $17.5 million, and for his unvested term options to generally vest pro rata based on the
portion of the term elapsed through the termination date plus 18 months and for all vested and accelerated options to remain
exercisable until their respective expiration dates. If the Chairman terminated his employment without “good reason,” he
would have been entitled to his accrued base salary, his accrued but unpaid bonus and any amounts due under applicable
law, a payment equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination,
and for his unvested term options to generally vest pro rata based on the portion of the term elapsed through the termination
date and all vested and accelerated options to remain exercisable until their respective expiration dates. Lastly, in the case
of the Chairman's death or his disability, the arrangement provided that he would have been entitled only to his accrued
base salary and any amounts due under applicable law, a payment of 1.5 times his base salary during that year, a payment
equal to $11.75 million pro rated based upon the elapsed number of days in the calendar year of termination, a payment
equal to $17.5 million and for his unvested term options to fully vest and for his vested and accelerated term options to
remain exercisable until their respective expiration dates.

Pursuant to the Chairman’s compensation arrangement, he received aggregate target equity awards allocated
between Qurate Retail and Liberty Media in the amounts of $16 million with respect to calendar year 2015, $17 million
with respect to calendar year 2016, $18 million with respect to calendar year 2017, $19 million with respect to calendar
year 2018 and $20 million with respect to calendar year 2019. In addition, Qurate Retail and Liberty Media’s compensation
committees could have granted additional equity awards each year up to a maximum of 50% of the target amount allocated
to Qurate Retail for the relevant year.

See discussion in note 1 regarding the new compensation agreement with the Company’s Chairman effective

January 1, 2020.

F-69

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

CEO Compensation Agreement

On September 27, 2015, the Compensation Committee of Qurate Retail approved a compensation arrangement
for our current CEO. The arrangement provides for a five year employment term beginning December 16, 2015 and ending
December 31, 2020, with an annual base salary of $1.25 million and an annual target cash bonus equal to 100% of the
CEO’s annual base salary. The arrangement also provides the CEO with the opportunity to earn annual performance-based
equity incentive awards during the employment term. Beginning in 2016, the CEO received an annual $4.125 million
grant of performance-based RSUs with respect to QRTEA. Also, on September 27, 2015, in connection with the approval
of his compensation arrangement, the CEO received a one-time grant of 1,680,065 stock options to purchase shares of
QRTEA with an exercise price of $26.00 per share. 50% of such options vested on December 31, 2019 and the remaining
50% will vest on December 31, 2020, with an expiration date of December 31, 2022.

In connection with the CEO’s appointment to this position on March 9, 2018, the Compensation Committee of
Qurate Retail approved a one-time grant of stock options and performance-based RSUs to the CEO on August 13, 2018.
The options consist of 577,358 options to purchase shares of QRTEA with an exercise price of $22.18. 50% of such
options vested on December 15, 2019 and the remaining 50% will vest on December 15, 2020, and have a seven year term.
The RSUs consist of 182,983 performance-based RSUs with respect to QRTEA which vest on December 21, 2020 based
on performance of the Company and the personal performance of the CEO, and at the sole discretion of the Compensation
Committee.

(13) Stock-Based Compensation

Qurate Retail - Incentive Plans

Pursuant to the Qurate Retail, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”), as amended, the Company
may grant stock options (“Awards”) to be made in respect of a maximum of 39.9 million shares of Series A and Series B
Qurate Retail common stock. Awards generally vest over 4-5 years and have a term of 7-10 years. Qurate Retail issues
new shares upon exercise of equity awards.

In connection with the HSN acquisition in December 2017 (see note 4), outstanding awards to purchase shares of
HSN common stock (an “HSN Award”) were exchanged for awards to purchase shares of Series A Qurate Retail common
stock (a “QRTEA Award”). The exercise prices and number of shares subject to the QRTEA Award were determined based
on (1) the exercise prices and number of shares subject to the HSN Award and (2) the acquisition exchange ratio. The
exchange of such awards was considered a modification under ASC 805 – Business Combinations. A portion of the fair
value of the replacement QRTEA Awards was attributed to the consideration paid in the acquisition. The remaining portion
of the fair value will be recognized in the consolidated financial statements over the remaining vesting period of each
individual award.

F-70

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Qurate Retail – Grants

The following table presents the number and weighted average GDFV of options granted by Qurate Retail during

the years ended December 31, 2019, 2018 and 2017:

For the Years ended December 31,
2018

2017

2019

Options
Granted
(000's)

Weighted
Average
GDFV

Options
Granted
(000's)

Weighted
Average
GDFV

Options
Granted
(000's)

Weighted
Average
GDFV

Series A Qurate Retail common stock, QVC and HSN employees (1) . . . . . . . . 2,503 $
Series A Qurate Retail common stock, Zulily employees (1) . . . . . . . . . . . . . . .
Series A Qurate Retail common stock, Qurate Retail employees and

328 $

4.07 3,783 $

8.77

3,115 $

4.08

336 $

8.65

483 $

directors (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Qurate Retail common stock, Qurate Retail President and CEO (3) . . .
Series A Qurate Retail common stock, Qurate Retail Chairman of the

639 $

3.97

72 $

7.31

518 $

577 $

7.09

Board (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,134 $

3.44 NA

Series B Qurate Retail common stock, Qurate Retail Chairman of the

Board (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26 $

5.84

175 $

8.84

154 $

Series A Ventures Group common stock, Qurate Retail employees and

directors (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

NA NA

188 $

Series B Ventures Group common stock, Qurate Retail Chairman of the

Board (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143 $

16.55

269 $

7.86
7.86

7.81
NA

7.92

16.52

15.41

(1) Mainly vests semi-annually over four years.

(2) Mainly vests between three and five years for employees and in one year for directors.

(3) 50% vested on December 15, 2019, and 50% vests on December 15, 2020.

(4) The grant made in March 2019 vested immediately, and the grant made in December 2019 in connection with the
Chairman’s new employment agreement cliff vests in December 2023. Grants in 2018 and 2017 cliff vested at the end
of their respective grant year. Grants were made in connection with his new and previous employment agreement (see
notes 1 and 12).

In addition to the stock option grants to the Qurate Retail Chairman of the Board, and in connection with his
employment agreement, Qurate Retail granted time-based and performance-based restricted stock units ("RSUs"). During
the year ended December 31, 2019, Qurate Retail granted 19 thousand time-based RSUs of Series B Qurate Retail common
stock. Such RSUs had a GDFV of $17.90 per share at the time they were granted and cliff vested on March 11, 2019.
During the years ended December 31, 2019, 2018 and 2017, Qurate Retail granted 194 thousand, 124 thousand and 115
thousand performance-based RSUs, respectively, of Series B Qurate Retail common stock. Such RSUs had a fair value of
$17.90, $27.56 and $19.90 per share, respectively, at the time they were granted. Also during the year ended December
31, 2019, Qurate Retail granted approximately 191 thousand performance-based RSUs of Series A Qurate Retail common
stock to its President and CEO. The Series A RSUs had a GDFV of $17.90 per share at the time they were granted. The
2019, 2018 and 2017 performance-based RSUs cliff vest one year from the month of grant, subject to the satisfaction of
certain performance objectives and based on an amount determined by the compensation committee. Performance
objectives, which are subjective, are considered in determining the timing and amount of the compensation expense
recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation
expense. The value of the grant is remeasured at each reporting period. This grant includes the first upfront option grant
related to the Chairman’s new employment agreement. See discussion in note 1 regarding the new compensation agreement
with the Company’s Chairman.

F-71

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

In connection with the Option Exchange in 2017 (see below), Qurate Retail granted 5.9 million, 946 thousand
and 1.1 million options to purchase shares of Series A Qurate Retail common stock, Series A Liberty Ventures common
stock and Series B Liberty Ventures common stock, respectively. Such options had an incremental weighted average
GDFV of $3.49, $8.53 and $6.94, respectively.

During the fourth quarter of 2017, the Company entered into a series of transactions with certain officers of Qurate
Retail, associated with certain outstanding stock options, in order to recognize tax deductions in 2017 versus future years
(the “Option Exchange”). On December 26, 2017 (the “Grant Date”), pursuant to the approval of the Compensation
Committee of its Board of Directors, the Company effected the acceleration of (i) each unvested in-the-money option to
acquire shares of LVNTA and (ii) each unvested in-the-money option to acquire shares of LVNTB, in each case, held by
certain of its officers (collectively, the “Eligible Optionholders”). Following this acceleration, also on the Grant Date, each
Eligible Optionholder exercised, on a net settled basis, all of his outstanding in-the-money vested and unvested options to
acquire QRTEA shares, LVNTA shares and LVNTB shares (the “Eligible Options”), and:

• with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new
option with substantially the same terms and conditions as the exercised vested Eligible Option, except that
the exercise price for the new option was, in the case of options to acquire shares of QRTEA or LVNTA, the
closing price on the Grant Date per QRTEA or LVNTA share, as applicable, and, in the case of options to
acquire shares of LVNTB, the fair market value on the Grant Date of the LVNTB shares as determined
pursuant to the incentive plan under which the awards were granted; and

• with respect to each unvested Eligible Option:

in satisfaction of the exercise, on a net settled basis, of the unvested Eligible Options, the Company
granted the Eligible Optionholder a number of restricted LVNTA or LVNTB shares (the “Restricted
Shares”) with a vesting schedule identical to that of the unvested Eligible Options so exercised, and
the Eligible Optionholder made an election under Section 83(b) of the Internal Revenue Code with
respect to such Restricted Shares; and

the Company granted the Eligible Optionholder a new option (the “Unvested New Option”) to
acquire the same series of common stock and with substantially the same terms and conditions,
including with respect to vesting and expiration, as the unvested Eligible Option exercised as set
forth above, except that the number of LVNTA or LVNTB shares subject to such Unvested New
Option was equal to the number of shares subject to the unvested Eligible Option minus the number
of Restricted Shares received upon exercise of such unvested Eligible Option. The exercise price of
such new option was, in the case of a LVNTA option, the closing price on the Grant Date per share
of LVNTA, or, in the case of a LVNTB option, the fair market value on the Grant Date of the LVNTB
shares as determined pursuant to the incentive plan under which the Unvested New Options were
granted.

The Option Exchange was considered a modification under ASC 718 – Stock Compensation, with the following
impacts on compensation expense. The unamortized value of the unvested Eligible Options that were exercised, which
was $14 million for LVNTA and LVNTB combined, will be expensed over the vesting period of the Restricted Shares
attributable to the exercise of those options; of this amount, $6 million of expense was assumed by GCI Liberty as a result
of the GCI Liberty Split-Off. The grant of new vested options resulted in incremental compensation expense in the fourth
quarter of 2017 of $30 million for QRTEA, LVNTA and LVNTB combined. The grant of Unvested New Options resulted
in incremental compensation expense totaling $6 million for LVNTA and LVNTB combined, which will be amortized over
the vesting periods of those options; of this amount, $5.8 million of incremental compensation expense was assumed by
GCI Liberty as a result of the GCI Liberty Split-Off.

F-72

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes-Merton
Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For
grants made in 2019, 2018 and 2017, the range of expected terms was 2.0 to 6.4. The volatility used in the calculation for
Awards is based on the historical volatility of the Company's stocks and the implied volatility of publicly traded Qurate
Retail options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that
of the subject options.

The following table presents the range of volatilities used by Qurate Retail in the Black-Scholes-Merton Model

for the 2019, 2018 and 2017 Qurate Retail and Liberty Ventures grants.

2019 grants

Qurate Retail options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30.1 %

44.8 %

2018 grants

Qurate Retail options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Ventures options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29.7 %
27.9 %

2017 grants

26.9 %
25.9 %

-
-

30.5 %
27.9 %

32.7 %
28.9 %

Volatility

Qurate Retail - Outstanding Awards

The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase
Qurate Retail common stock granted to certain officers, employees and directors of the Company, as well as the weighted
average remaining life and aggregate intrinsic value of the Awards.

Series A

Qurate Retail

Awards
(000's) WAEP

Awards

(in millions) (000's) WAEP

Weighted Aggregate
intrinsic
average
remaining
value
life

Series B
Weighted Aggregate
average
remaining
life

intrinsic
value

(in millions)

Outstanding at January 1, 2019 . . . . . . . . . . . .

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . .

28,438

$ 24.47
5,604 $ 10.49
(449) $ 15.43
(10,345) $ 24.46
23,248 $ 21.28
13,200 $ 23.74

4.1 years $
3.1 years $

4
4

1,818

$ 27.22
26 $ 18.03
—
— $
—
— $
1,844 $ 27.09
1,844 $ 27.09

3.1 years $
3.1 years $

—
—

As of December 31, 2019, the total unrecognized compensation cost related to unvested Qurate Retail Awards
was approximately $46 million. Such amount will be recognized in the Company's consolidated statements of operations
over a weighted average period of approximately 1.7 years.

As of December 31, 2019, Qurate Retail reserved 25.1 million shares of Series A and Series B common stock

for issuance under exercise privileges of outstanding stock Awards.

F-73

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

Qurate Retail - Exercises

The aggregate intrinsic value of all options exercised during the years ended December 31, 2019, 2018 and 2017
was $2 million, $28 million and $145 million, respectively. The aggregate intrinsic value of options exercised for the year
ended December 31, 2017 includes approximately $104 million related to the intrinsic value of options exercised as a
result of the Option Exchange.

Qurate Retail - Restricted Stock

The Company had approximately 5.4 million unvested restricted shares of Qurate Retail common stock, held by
certain directors, officers and employees of the Company as of December 31, 2019. These Series A and Series B unvested
restricted shares of Qurate Retail had a weighted average GDFV of $18.58 per share.

The aggregate fair value of all restricted shares of Qurate Retail common stock that vested during the years ended

December 31, 2019, 2018 and 2017 was $25 million, $64 million and $23 million, respectively.

(14) Employee Benefit Plans

Subsidiaries of Qurate Retail sponsor 401(k) plans, which provide their employees an opportunity to make
contributions to a trust for investment in Qurate Retail common stock, as well as other mutual funds. The Company's
subsidiaries make matching contributions to their plans based on a percentage of the amount contributed by employees.
Employer cash contributions to all plans aggregated $25 million, $26 million and $20 million, respectively, for the years
ended December 31, 2019, 2018 and 2017, respectively.

(15) Other Comprehensive Earnings (Loss)

Accumulated other comprehensive earnings (loss) included in the Company’s consolidated balance sheets and
consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive
earnings (loss) attributable to debt credit risk adjustments and the Company's share of accumulated other comprehensive
earnings of affiliates.

F-74

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The change in the components of accumulated other comprehensive earnings (loss), net of taxes ("AOCI"), is

summarized as follows:

Comprehensive
Share of Earnings (loss)
AOCI
Attributable to
of equity Debt Credit Risk

Foreign
currency
translation
adjustments affiliates Adjustments Other

AOCI

Balance at January 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(260)

Other comprehensive earnings (loss) attributable to Qurate

Retail, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

130
(130)

Other comprehensive earnings (loss) attributable to Qurate

Retail, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(50)
—
(180)

Other comprehensive earnings (loss) attributable to Qurate

Retail, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(1)
(181)

amounts in millions
(6)

—

(266)

3
(3)

(2)
—
(5)

—
(5)

—
—

133
(133)

38
—
38

16
76
92

2
40

(1)
91

2
76
(55)

—
(55)

The components of other comprehensive earnings (loss) are reflected in Qurate Retail's consolidated statements
of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component
of other comprehensive earnings (loss).

Tax

Before-tax
amount

(expense) Net-of-tax
benefit
amounts in millions

amount

Year ended December 31, 2019:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) attributable to debt credit risk adjustments . . . . . . . . .

Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Year ended December 31, 2018:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . . . . . . . . . . .
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) attributable to debt credit risk adjustments . . . . . . . . .

Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Year ended December 31, 2017:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . .

Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

—
(1)
1
—

(49)
21
(3)
50
19

155
5
160

1
—
—
1

1
(5)
1
(12)
(15)

(21)
(2)
(23)

1
(1)
1
1

(48)
16
(2)
38
4

134
3
137

F-75

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(16) Commitments and Contingencies

Litigation

Qurate Retail has contingent liabilities related to legal and tax proceedings and other matters arising in the
ordinary course of business. Although it is reasonably possible Qurate Retail may incur losses upon conclusion of such
matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts,
if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying
consolidated financial statements.

(17) Information About Qurate Retail's Operating Segments

Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the
video and on-line commerce industries. Qurate Retail identifies its reportable segments as (A) those consolidated
subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and
(B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax
earnings. The segment presentation for prior periods has been conformed to the current period segment presentation.

Qurate Retail evaluates performance and makes decisions about allocating resources to its operating segments
based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units
shipped and revenue or sales per customer equivalent. In addition, Qurate Retail reviews nonfinancial measures such as
unique website visitors, conversion rates and active customers, as appropriate.

For segment reporting purposes, Qurate Retail defines Adjusted OIBDA as revenue less cost of sales, operating
expenses, and selling, general and administrative expenses (excluding all stock-based compensation and transaction related
costs). Qurate Retail believes this measure is an important indicator of the operational strength and performance of its
businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of
ongoing business trends. In addition, this measure allows management to view operating results and perform analytical
comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of
performance excludes depreciation and amortization, stock-based compensation, certain purchase accounting adjustments,
separately reported litigation settlements, transaction related costs (including restructuring, integration, and advisory fees),
and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly,
Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow
provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Qurate
Retail generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at
current prices.

During the first quarter of 2019 the Company changed its reportable segments to combine HSN and QVC U.S.
into one reportable segment called “QxH,” and presented prior period information to conform with this change. As a result
of the QRG Initiatives and additional integration activities to drive synergies between HSN and QVC U.S., the chief
operating decision maker began reviewing HSN and QVC U.S. information as one business unit during the first quarter of
2019.

F-76

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

For the year ended December 31, 2019, Qurate Retail has identified the following consolidated subsidiaries as its

reportable segments:

• QxH– QVC U.S. and HSN market and sell a wide variety of consumer products in the United States, primarily
by means of their televised shopping programs and via the Internet through their websites and mobile
applications.

• QVC International – QVC International markets and sells a wide variety of consumer products in several
foreign countries, primarily by means of its televised shopping programs and via the Internet through its
international websites and mobile applications.

• Zulily – Zulily markets and sells a wide variety of consumer products in the United States and several foreign

countries through flash sales events, primarily through its app, mobile and desktop experiences.

Qurate Retail's operating segments are strategic business units that offer different products and services. They are
managed separately because each segment requires different technologies, distribution channels and marketing strategies.
The accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the
Company's summary of significant accounting policies.

Performance Measures

2019

Years ended December 31,
2018

2017

QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,277
2,709
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,571
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
901
Inter-segment eliminations . . . . . . . . . . . . . . . . . . . . . . .
—
Consolidated Qurate Retail . . . . . . . . . . . . . . . . . . . . . $ 13,458

1,536
446
48
(1)
—
2,029

Other Information

Revenue

Adjusted
OIBDA

Revenue

Adjusted
OIBDA

Revenue

Adjusted
OIBDA
amounts in millions
8,544
2,738
1,817
973
(2)
14,070

1,630
429
108
(13)
—
2,154

6,140
2,631
1,613
23
(3)
10,404

1,455
451
91
(47)
—
1,950

Total
assets

December 31, 2019
Investments
in
affiliates

Capital
expenditures

Total
assets
amounts in millions

December 31, 2018
Investments
in
affiliates

Capital
expenditures

QxH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,774
2,268
QVC International . . . . . . . . . . . . . . . . . .
Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,136
Corporate and other . . . . . . . . . . . . . . . . . .
1,127
Consolidated Qurate Retail . . . . . . . . . . $ 17,305

40
—
—
86
126

257
34
23
11
325

12,817
2,154
2,199
671
17,841

38
—
—
97
135

161
67
24
23
275

F-77

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

The following table provides a reconciliation of consolidated segment Adjusted OIBDA to operating income and

earnings (loss) from continuing operations before income taxes:

Years ended December 31,
2018
2019
amounts in millions

2017

Consolidated segment Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . $ 2,029 2,154 1,950
(123)
(88)
(725)
(637)
(59)
(72)
—
(33)
184 1,324 1,043
(355)
(381)
(374)
(200)
(162)
(160)

Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transaction related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets and long lived assets . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (loss) of affiliates, net . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments,

(71)
(606)
(1)
(1,167)

net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . .
Tax sharing income (expense) with GCI Liberty, Inc. . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) from continuing operations before income taxes . $

(251)
(1)
(26)
6
(622)

76
1
32
(7)

145
410
—
7
883 1,050

Revenue by Geographic Area

Revenue by geographic area based on the location of customers is as follows:

2019

Years ended December 31,
2018
amounts in millions

2017

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,666
1,028
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
890
Other foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . .
874
$ 13,458

11,233
947
943
947
14,070

7,684
934
899
887
10,404

Long-lived Assets by Geographic Area

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

935
153
154
109
$ 1,351

869
165
161
127
1,322

December 31,

2018
2019
amounts in millions

F-78

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

(18) Quarterly Financial Information (Unaudited)

As discussed in note 5, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. The unaudited
quarterly information below for 2018 reflects Qurate Retail’s interest in Liberty Broadband as a discontinued operation
for all periods presented.

1st
Quarter

2nd
Quarter Quarter Quarter

3rd

4th

amounts in millions,
except per share amounts

2019:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,085
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66
Net earnings (loss) attributable to Qurate Retail, Inc. stockholders:

3,111 3,089
(727)
(755)

336
130

4,173
287
154

Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $
55
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $ NA

118
NA

(770)
NA

141
NA

Basic net earnings (loss) from continuing operations attributable to Qurate

Retail, Inc. stockholders per common share:
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $ 0.13
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $ NA

Diluted net earnings (loss) from continuing operations attributable to Qurate

Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per

common share:
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $ 0.13
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $ NA

Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per

0.28
NA

(1.85)
NA

0.34
NA

0.28
NA

(1.85)
NA

0.34
NA

0.28
NA

(1.85)
NA

0.34
NA

0.28
NA

(1.85)
NA

0.34
NA

F-79

QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2019, 2018 and 2017

1st

Quarter

3rd

2nd
Quarter Quarter Quarter
amounts in millions,
except per share amounts

4th

2018:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to Qurate Retail, Inc. stockholders:

3,230 3,233 3,231
237
358
82
198

294
397

4,376
435
287

Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $

142
242

187
NA

72
NA

273
NA

Basic net earnings (loss) from continuing operations attributable to Qurate

Retail, Inc. stockholders per common share:
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $

Diluted net earnings (loss) from continuing operations attributable to Qurate

Basic net earnings (loss) attributable to Qurate Retail, Inc. stockholders per

common share:
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $

Diluted net earnings (loss) attributable to Qurate Retail, Inc. stockholders per

common share:
Series A and Series B Qurate Retail common stock . . . . . . . . . . . . . . . . . . . . . $
Series A and Series B Liberty Ventures common stock . . . . . . . . . . . . . . . . . . $

0.30
1.17

0.40
NA

0.16
NA

0.61
NA

0.30
1.16

0.40
NA

0.16
NA

0.61
NA

0.30
2.81

0.40
NA

0.16
NA

0.61
NA

0.30
2.78

0.40
NA

0.16
NA

0.61
NA

F-80

Qurate Retail, Inc.
Reconciliation of Qurate Retail, Inc. ("Qurate Retail") Net Assets and
Net Earnings to Liberty Interactive LLC ("Liberty LLC") Net Assets and Net Earnings

December 31, 2019

(unaudited)

amounts in millions

Qurate Retail Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Reconciling items:

Zulily, LLC ("Zulily") net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cornerstone Brands, Inc. ("Cornerstone") net assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity investment in Cornerstone held by Liberty LLC (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax sharing agreement with GCI Liberty, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty LLC Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Qurate Retail Net Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Reconciling items:

Zulily net (earnings) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cornerstone net (earnings) loss (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cornerstone equity method investment share of earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
GCI Liberty, Inc. tax sharing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty LLC Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

4,972

(586)
(238)
29
85
4,262

(405)

944
5
(2)
26
568

(1) On December 29, 2017, Qurate Retail acquired the approximate remaining 62% of HSN, Inc. (which includes its
televised shopping business “HSN” and its catalog retail business “Cornerstone”) it did not already own. On
December 31, 2018, Qurate Retail transferred their 100% ownership interest in HSN to QVC, Inc. through a
transaction amongst entities under common control and based on the guidance for accounting for transactions
amongst entities under common control HSN’s results have been excluded for the entire period. Liberty LLC
continues to hold 38% of Cornerstone and accounts for its ownership in Cornerstone as an equity method
investment.

F-81

2019 ANNUAL REPORT

CORPORATE DATA

BOARD OF DIRECTORS

Gregory B. Maffei
Chairman of the Board
Qurate Retail, Inc.

Richard N. Barton
Co-Founder and Executive Chairman
Zillow Group, Inc.

Fiona P. Dias
Principal Digital Partner
Ryan Retail Consulting

Michael A. George
President and Chief Executive Officer
Qurate Retail, Inc.

M. Ian G. Gilchrist
Director and President
Trine Acquisition Corp.

Evan D. Malone, Ph.D.
President
NextFab Studio, LLC

John C. Malone
Chairman of the Board
Liberty Media Corporation

David E. Rapley
Retired President and
Chief Executive Officer
Rapley Consulting, Inc.

Larry E. Romrell
Retired Executive Vice President
Tele-Communications, Inc.

Mark C. Vadon
Co-Founder and Former
Chairman of the Board
Zulily

Andrea L. Wong
Former President, International Production
Sony Pictures Television
Former President, International
Sony Pictures Entertainment

EXECUTIVE COMMITTEE

Michael A. George

Gregory B. Maffei

John C. Malone

COMPENSATION COMMITTEE

Larry E. Romrell (Chairman)

Mark C. Vadon

Andrea L. Wong

AUDIT COMMITTEE

M. Ian G. Gilchrist (Chairman)

David E. Rapley

Larry E. Romrell

NOMINATING & CORPORATE
GOVERNANCE COMMITTEE

David E. Rapley (Chairman)

Richard N. Barton

Mark C. Vadon

SENIOR OFFICERS

Gregory B. Maffei
Chairman of the Board

Michael A. George
President and Chief Executive Officer

Renee L. Wilm
Chief Legal Officer

Albert E. Rosenthaler
Chief Corporate Development Officer

Courtnee A. Chun
Chief Portfolio Officer

Brian J. Wendling
Chief Accounting Officer and Principal
Financial Officer

CORPORATE SECRETARY

Katherine C. Jewell

CORPORATE HEADQUARTERS
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5300

STOCK INFORMATION
Series A and B Common Stock (QRTEA/B)
trade on the NASDAQ Global Select Market.

CUSIP NUMBERS
QRTEA – 74915M 100
QRTEB – 74915M 209

TRANSFER AGENT
Qurate Retail, Inc.
Shareholder Services
c/o Broadridge Corporate Issuer Solutions
P.O. Box 1342
Brentwood, NY 11717
Phone: (888) 789-8461
Toll Free: (626) 427-6421
https://shareholder.broadridge.com/qri

INVESTOR RELATIONS
Courtnee A. Chun
investor@qurateretail.com
(866) 876-0461

ON THE INTERNET
Visit the Qurate Retail, Inc. website at
www.qurateretail.com

FINANCIAL STATEMENTS
Qurate Retail, Inc. financial statements are
filed with the Securities and Exchange
Commission. Copies of these financial
statements can be obtained from the
Transfer Agent or through the Qurate Retail,
Inc. website.

ANNUAL REPORT 2020

ELECTRONIC DELIVERY

OUR ENVIRONMENT

We encourage Qurate Retail stockholders to voluntarily

Qurate Retail believes in working to keep our environment cleaner

elect to receive future proxy and annual report materials

and healthier. We are proud to have our headquarters overlooking the

electronically.

•

If you are a registered stockholder, please visit

Colorado Rockies. Every day, Qurate Retail takes steps to preserve the

natural beauty of the surroundings that we are privileged to enjoy.

www.proxyvote.com for simple instructions.

Qurate Retail’s initiative in reducing its carbon footprint by promoting

• Beneficial shareowners can elect to receive future

proxy and annual report materials electronically as

well as vote their shares online at www.proxyvote.com.

> Faster > Economical > Cleaner > Convenient

SCAN THE QR CODE

to vote using your mobile device, sign up for

e-delivery or download annual meeting materials.

2020 ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 21, 2020

8:00 a.m. Mountain Time

The 2020 annual meeting of
stockholders will be held via the
internet as a virtual meeting. See
our proxy statement for additional
information.

electronic delivery of shareholder materials has had a positive effect

on the environment. Based upon 2019 statistics, voluntary receipt of

e-delivery resulted in the following environmental savings:

Using approximately 32 fewer tons of wood,

or 191 fewer trees

Using approximately 203 million fewer BTUs,

or the equivalent of the amount of energy used

by 242 refrigerators

Using approximately 143,000 fewer pounds

of greenhouse gases, including carbon dioxide,

or the equivalent of 13 automobiles running

for 1 calendar year

Saving approximately 171,000 gallons of water, or

the equivalent of approximately 7 swimming pools

Saving approximately 9,390 pounds of solid waste

Reducing hazardous air pollutants by approximately

12.7 pounds

Environmental impact estimates calculated using the Environmental

Paper Network Paper Calculator. For more information visit

www.papercalculator.org.

12300 Liberty Boulevard
Englewood, CO 80112
Phone: + (720) 875-5300
Email: investor@qurateretail.com
Web: www.qurateretail.com

W W W. Q U R ATE R E TAI L . C O M