2024 ANNUAL REPORT
2025 PROXY STATEMENT
TABLE OF CONTENTS
LETTER TO SHAREHOLDERS
STOCK PERFORMANCE
INVESTMENT SUMMARY
PROXY STATEMENT
FINANCIAL INFORMATION
CORPORATE DATA
ENVIRONMENTAL STATEMENT
FORWARD-LOOKING STATEMENTS
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 business, finance, product and marketing strategies, including
QVC’s WIN strategy; revenue growth at QVC; synergies; economic and macroeconomic trends; statements regarding the carrying
value of intangible assets; projected sources and uses of cash; repayment of debt; fluctuations in interest rates and foreign
currency exchange rates; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and
other matters arising in the ordinary course of business. You can identify some of the forward-looking statements by the use of
forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar
expressions, although not all forward-looking statements contain these identifying words. 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. You should not place undue reliance on these forward-looking statements made in this Annual
Report. 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 attract new customers and retain existing customers
by anticipating customer demand and adapting to changes in demand;
•
competitor responses to our products and services;
•
increased digital TV penetration and the impact on channel positioning of our programs;
•
the levels of online traffic to our businesses’ websites and our ability to convert visitors into customers or contributors;
•
uncertainties inherent in the development and integration of new business lines and business strategies;
•
our future financial performance, including availability, terms, deployment of capital and our level of indebtedness;
•
our ability to effectively manage our installment sales plans and revolving credit card programs;
•
the cost and ability of shipping companies, manufacturers, suppliers, digital marketing channels, and vendors to deliver
products, equipment, software and services;
•
the outcome of any pending or threatened litigation;
•
availability of qualified personnel;
•
the impact of the seasonality of our businesses;
•
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the
Federal Communications Commission (FCC) and Environmental, Social and Governance (ESG) commitments and
adverse outcomes from regulatory proceedings;
•
changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors, including our
increased reliance on social media platforms as a marketing tool;
•
domestic and international economic and business conditions and industry trends, including the impact of Brexit (as
defined below) and the impact of inflation and increased labor costs;
•
increases in market interest rates;
•
changes in tariffs, trade policy and trade relations with the United Kingdom (U.K.) and China;
•
consumer spending levels, including the availability and amount of individual consumer debt and customer credit
losses;
•
system interruption and the lack of integration and redundancy in the systems and infrastructures of our businesses;
•
advertising spending levels;
•
changes in distribution and viewing of television programming, including the expanded deployment of video on demand
technologies and Internet protocol television and their impact on home shopping programming;
•
rapid technological changes;
•
failure to protect the security of personal information, including as a result of cybersecurity threats and cybersecurity
incidents, subjecting us to potentially costly government enforcement actions and/or private litigation and reputational
damage;
•
the regulatory and competitive environment of the industries in which we operate;
•
natural disasters, public health crises (such as COVID-19 and its variants or future pandemics or epidemics), political
crises, and other catastrophic events or other events outside of our control, including climate change;
4
ANNUAL REPORT 2024
•
threatened terrorist attacks, political and economic unrest in international markets and ongoing military action around
the world;
•
failure to successfully implement business improvement initiatives and growth strategies; and
•
fluctuations in foreign currency exchange rates.
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.
FORWARD-LOOKING STATEMENTS (CONTINUED)
ANNUAL REPORT 2024
5
LETTER TO SHAREHOLDERS
March 2025
2024 marked an important year for our business. We successfully concluded Project Athens and announced a
new strategy to grow revenue while maintaining our improved adjusted OIBDA margin.1
Through Project Athens, we improved our cost structure and enhanced operating discipline, and ultimately
delivered significant adjusted OIBDA margin and free cash flow2 improvement. Linear TV is a highly engaging,
highly profitable platform and it remains our cornerstone. However, as traditional TV declines and a mix of video
platforms takes a greater share of customer attention, we must hurry our expansion beyond TV to find growth.
Our strategy is to transform QVC Group into a live social shopping company. We plan to intensify our already
successful efforts in social and streaming to deliver $1.5 billion in run-rate revenue from these platforms within
three years. We will WIN in live social shopping by pursuing three priorities:
• Wherever She Shops:
Drive live shopping content to everywhere she spends her time
• Inspiring People and Products:
Create the world’s leading live social shopping content engine, inspiring
human connection with incredible finds
• New Ways of Working:
Lean into technology and continuous improvement to fund expansion onto new
platforms and into new audiences
We are moving quickly on organizational changes to support our new strategy:
• We have rebranded our company as QVC Group (leveraging the name recognition of our largest brand).
• We are combining capabilities across U.S. live shopping and consolidating QVC U.S. and HSN operations
in West Chester, Pennsylvania.
• We named Mike Fitzharris as President, QVC U.S. Brand & Chief Operating Officer, QVC Group (leading
Content Production and Broadcast for QVC U.S. and HSN, and QVC Group Operations, People, and
Technology) and Stacy Bowe as President, HSN Brand & U.S. Merchandising (leading Buying, Planning,
Programming and Brand Marketing for QVC U.S. and HSN).
• We have hired a Chief Growth Officer to lead U.S. Social, Streaming, Digital (qvc.com and hsn.com), New
Business Development, and Platform Distribution.
We are fundamentally redefining who we are as a company and the role we play for our customers and in retail.
We enter this next phase of our turnaround with rigor and excitement.
Our Future in Live Social Shopping
Live social shopping is a new, fast-growing retail segment, where customers discover and purchase products by
browsing through livestream video on their smartphones, tablets, laptops and TVs. Social commerce revenue in the
U.S. is projected to nearly double from $76 billion in 2023 to more than $140 billion in 2028.3 Among U.S. adults,
minutes viewed on social media, OTT platforms (such as Netflix or Prime Video), and non-premium digital video
platforms are rising 8% or more per year.4
While there are many players in live social shopping, no one has emerged as a leader. QVC Group is uniquely
positioned to capture a meaningful portion of this market:
• We are the original innovators in live shopping, with unmatched capabilities at the intersection of live
content production, retailing, customer relationship building, and holistic content distribution.
• We inspire deep levels of trust through our exceptional storytelling, personalities, products and customer
service.
1
For a definition of adjusted OIBDA as defined by our company, as well as a reconciliation of adjusted OIBDA to operating income
(loss), see “Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations”
below.
2
For definition and reconciliation of free cash flow, see Appendix A in QVC Group’s Definitive Proxy Statement on Schedule 14A
with respect to its annual meeting of stockholders.
3
Source: Statista
4
Source: eMarketer
6
ANNUAL REPORT 2024
• We produce more live shoppable content than anyone else—40,000+ hours per year, featuring 100+
celebrity partnerships and our own host-creators.
• We seamlessly distribute content across multiple platforms, including our creator affiliates, our social
presence, our streaming service and streaming partners, and our linear TV channels.
• We sell large volumes of viral product in short time frames. Through our brand relationships, we offer
400,000 products. Our supply chain efficiently ships over 200 million units a year.
• Finally, content consumption and shopping behaviors on social platforms are similar to those on linear TV.
Social scrolling is arguably the new channel surfing. Impulse buys account for 68% of purchases made on
social platforms.5
We are already seeing success in live social shopping. Following our August launch on TikTok Shop, QVC’s TikTok
followers nearly tripled. Over 74,000 TikTok creators have featured QVC items in their posts, driving traffic to our
TikTok Shop. Across our QVC and HSN social pages, social media impressions have risen 50+% a year.
Across our streaming content, monthly average users rose 80% in 2024, while minutes viewed rose 27% and
attributed net revenue rose 19%. A single, 28-minute episode of “The Ultimate Gift Wrapping Challenge,” our reality
style competition show, attracted nearly 400,000 unique viewers who watched over 3 million minutes. Variety
called “Busy This Week,” our late-night talk show with actor, activist and writer Busy Philipps, “a high-profile example
of efforts within [QVC Group] to embrace a new generation of celebrities and a wider range of programs and
genres for its shopping-centric programming.”
QxH (QVC U.S. and HSN)
Our core video commerce model remains highly attractive to a large, engaged customer base. Across QxH, repeat
and reactivated customers accounted for 96% of 2024 sales. Existing customers spent $1,647 and bought 32
items in 2024, on average, both up 2% year-over-year. At QVC, our best customers (those who buy 20 or more items
a year) spent $3,980 and bought 76 items, on average in 2024.
QVC’s Age of Possibility campaign launched in April to further pursue our core customers: women 50+. As Martha
Stewart told PEOPLE Magazine, QVC “has done a very good job of reaching many, many millions of people, but
especially women over 50.” Since launch, more than 420,000 women have joined our “Over 50 & Fabulous” Facebook
group. Age of Possibility drove an 11% increase in 2024 sales for related brands, which include new offerings
from actress Jennie Garth, style expert Stacy London, health advocate Naomi Watts, and more.
HSN is leaning into the unique appeal of our platform with celebrities to build relationships and drive viewership,
sales and customer retention. Last month, actress Vivica A. Fox launched her exclusive fashion line with HSN. “The
HSN design team made the process of developing my collection so much fun,” Fox said. “I feel blessed and
honored to be HSN family, it’s a dream come true.”
QVC International
QVC International was our best-performing business unit of 2024. The team delivered stable revenue while
expanding adjusted OIBDA margin through growth and efficiency initiatives.
Integrated Experience—our holistic multiplatform experience focused on specific passions and interests that are
most relevant for both customers and prospects—continues to build momentum. In the U.K., Integrated Experience
drove an 18% sales increase in 2024 across gardening and menopause wellness, while in Germany, the concept
resulted in a 17% increase in culinary sales. We added AI-powered personal assistants to Integrated Experience in
2024, and we look forward to extending this concept to new categories and markets.
Customers have embraced our big screen streaming app in the U.K., Germany and Italy, which offers livestreams
of our broadcast channels and on-demand viewing of past shows. Across markets, monthly active users rose 14%
in 2024, while minutes viewed rose over 200%. In all markets, we are expanding personalization in our digital
platforms, based on successful pilots in 2024 that drove increased conversion. We expect further incremental
conversion gains in 2025. For example, we are driving impulse purchases through targeted pop-ups related to the
customer’s browsing behavior.
5
Source: Neilsen
LETTER TO SHAREHOLDERS (CONTINUED)
ANNUAL REPORT 2024
7
Cornerstone Brands
Our Cornerstone Brands—Ballard Designs, Frontgate, Garnet Hill and Grandin Road—had a challenging 2024 due
to the headwinds in the housing sector, as increasing mortgage rates and home ownership costs reached their
highest levels in decades. Cornerstone revenue and OIBDA margin declined for the full year and had an outsized
impact on the company’s consolidated results.
Cornerstone launched a transformation plan to improve revenue and OIBDA, focused on opportunities in sourcing,
ecommerce, and performance marketing. We are creating a performance marketing center-of-excellence to
serve all four brands. We opened six new stores, including our first Garnet Hill store in Dedham, Massachusetts.
Capital Structure
We took action across the balance sheet and extended our debt maturity profile in 2024. We reduced principal
amount of debt $442 million and tendered 89% of QVC’s 2027 and 2028 notes, funded with $605 million of new
2029 notes and cash on hand. In February 2025, we addressed QVC’s 2025 notes with revolver capacity and cash
on hand. These actions place the business in a healthier operating position and eliminate any maturities coming
due ahead of our credit facility which matures in 2026. Our go forward strategy will continue to prioritize solid free
cash flow generation and debt reduction to strengthen our balance sheet.
Closing
Live social shopping is a once-in-a-generation opportunity for our company. Social and streaming are the next
frontier for entertainment and retail, and we are well positioned to compete and WIN in this market. We are intently
focused on achieving our objectives and on positioning our company for future success.
Thank you for your support, and we look forward to updating you on our progress.
David Rawlinson II
President & Chief Executive Officer
Gregory B. Maffei
Executive Chairman of the Board
8
ANNUAL REPORT 2024
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on an investment
in QVC Group Series A and Series B common stock from December 31, 2019 through December 31, 2024 to
the percentage change in the cumulative total return on the S&P 500 Index and the S&P 500 Retail Index. This
chart includes the impact of (i) the special dividend of 0.03 of a share of QVC Group’s newly-created preferred stock
per share of common stock which was distributed to shareholders in September 2020, including the ongoing
distributions of quarterly dividends paid to preferred stockholders and assuming reinvestment of such dividends
into QVC Group’s preferred stock, and (ii) the distribution of special cash dividends, assuming reinvestment of the
cash proceeds into our common stock.
$0
$50
$100
$150
$300
$250
$200
Dec-19
Dec-20
Dec-22
Dec-24
Dec-23
Dec-21
QVC Group Common Stock vs. S&P 500 and S&P 500 Retail Indices
12/31/19 to 12/31/24
QVC Group Series A
QVC Group Series B
S&P 500 Index
S&P 500 Retail Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
QVC Group Series A
$100.00
$219.77
$185.87
$ 46.80
$ 37.16
$ 29.67
QVC Group Series B
$100.00
$216.93
$184.56
$ 86.99
$103.62
$ 59.61
S&P 500 Index
$100.00
$116.26
$147.52
$118.84
$147.64
$182.05
S&P 500 Retail Index
$100.00
$122.81
$153.53
$124.63
$182.85
$263.14
Note: Trading data for the Series B shares is limited as they are thinly traded.
ANNUAL REPORT 2024
9
INVESTMENT SUMMARY
(Based on publicly available information as of January 31, 2025 unless otherwise noted)
investors.qvcgrp.com/about/asset-list
The following table sets forth some of QVC Group, 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 QVC Group, Inc. and, to the extent known by QVC Group, Inc., other holders. In some cases, QVC Group,
Inc.’s interest may be subject to buy/sell procedures, repurchase rights or dilution.
QVC GROUP, INC.
ENTITY
DESCRIPTION OF OPERATING BUSINESS
ATTRIBUTED
SHARE
COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
Cornerstone
Brands
Cornerstone is comprised of interactive, aspirational
home and apparel lifestyle brands including Frontgate,
Ballard Designs, Garnet Hill and Grandin Road.
N/A
100%
LIC Sound, LLC
Venture investment fund focused on technology
companies.
N/A
Various(3)
Liberty Technology
Venture Capital II,
LLC
Investment fund focused on Israeli technology
companies.
N/A
80%
QVC, Inc.
QVC, Inc. is a world leader in video commerce
(“vCommerce”), which includes video-driven shopping
across linear TV, ecommerce sites, digital streaming and
social platforms. QVC offers an ever-changing collection
of familiar brands and fresh new products—from home
and fashion to beauty, electronics, and jewelry—and
connects shoppers to interesting personalities, engaging
stories, and award-winning customer service. QVC, Inc.
includes QVC U.S., QVC International and HSN.
N/A
100%
Note: Tables above include holdings with owned asset value greater than $5 million.
1)
Applicable only for publicly-traded entities.
2)
Represents undiluted ownership interest.
3)
Includes portfolio of assets with varying non-controlling ownership percentages.
10
ANNUAL REPORT 2024
QVC GROUP, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2025 annual meeting of stockholders of
QVC Group, Inc. (formerly Qurate Retail, Inc.) to be held at 11:00 a.m., Mountain
time, on May 12, 2025. 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/QVC2025. To enter the annual
meeting, you will need the 16-digit control number that is printed on your Notice of
Internet Availability of Proxy Materials or 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 12,
2025.
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 the proxy card if you received a paper copy of the proxy
materials by mail. 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 QVC Group.
Very truly yours,
David Rawlinson II
President and Chief Executive Officer
March 28, 2025
The Notice of Internet Availability of Proxy Materials is first being mailed on or
about March 28, 2025, and the proxy materials relating to the annual meeting will
first be made available on or about the same date.
NOTICE OF 2025 ANNUAL MEETING OF
STOCKHOLDERS
Notice is hereby given of the annual meeting of stockholders of QVC Group, Inc. The annual meeting will be held via the
Internet and will be a completely virtual meeting of stockholders.
MEETING DATE & TIME
VIRTUAL MEETING LOCATION
RECORD DATE
May 12, 2025,
at 11:00 a.m. MT
You may attend the meeting, submit questions and vote your
shares electronically during the meeting via the Internet by
visiting www.virtualshareholdermeeting.com/QVC2025.
5:00 p.m., New York City
time, on March 24, 2025
To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of
Proxy Materials or 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 12, 2025.
At the annual meeting, you will be asked to consider and vote on the following proposals. Our Board of Directors (Board or
Board of Directors) has unanimously approved each proposal for inclusion in the proxy materials.
PROPOSAL
BOARD
RECOMMENDATION
PAGE
1
A proposal (which we refer to as the election of directors proposal) to elect Richard N.
Barton and M. Ian G. Gilchrist to continue serving as Class IIl members of our Board until the
2028 annual meeting of stockholders or their earlier resignation or removal.
FOR each director
nominee
12
2
A proposal (which we refer to as the reverse stock split proposal) to approve the adoption
of an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of
our Series A common stock, par value $0.01 per share, and our Series B common stock, par
value $0.01 per share, at a ratio of at least 1-for-2 and up to 1-for-50, with the exact ratio
within the foregoing range to be determined by our Board of Directors (or a committee
thereof) and publicly announced prior to the effectiveness of the reverse stock split.
FOR
32
3
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, 2025.
FOR
41
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.”
FOR
44
You may also be asked to consider and vote on such other business as may properly come before the annual meeting.
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.
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. You may vote electronically during the annual
meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:
Internet
Virtual Meeting
Phone
Mail
Vote online at
www.proxyvote.com
Vote live during the annual
meeting at the URL above
Vote by calling
1-800-690-6903 (toll free) in
the United States or Canada
Vote by returning a properly
completed, signed and dated
proxy card
WHO MAY VOTE
WHO MAY NOT VOTE
Holders of record of our Series A common stock, par value
$0.01 per share, and our Series B common stock, par value
$0.01 per share, as of the record date 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.
Holders of record of our 8% Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share,
are not entitled to any voting powers, except as specified in
the Certificate of Designations relating to such shares or as
required by Delaware law, and may not vote on the
proposals to be presented at the annual meeting.
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 ten days ending on the day
before the meeting date. If you have any questions with respect to accessing this list, please contact QVC Group Investor Relations
at (866) 876-0461.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on
May 12, 2025: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2024 Annual Report to Stockholders
are available at www.proxyvote.com.
By order of the Board of Directors,
Katherine C. Jewell
Vice President and Secretary
Englewood, Colorado
March 28, 2025
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 THE PROXY
CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.
Table of Contents
PROXY SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . .
1
About Our Company . . . . . . . . . . . . . . . . . . . . . . . .
1
2024 Year in Review . . . . . . . . . . . . . . . . . . . . . . . .
2
Voting Roadmap
. . . . . . . . . . . . . . . . . . . . . . . . . .
3
Sustainability Highlights . . . . . . . . . . . . . . . . . . . . . .
5
Executive Compensation Highlights . . . . . . . . . . . . . .
6
Proxy Statement for Annual Meeting of Stockholders
. .
6
THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . .
7
Notice and Access of Proxy Materials . . . . . . . . . . . . .
7
Electronic Delivery . . . . . . . . . . . . . . . . . . . . . . . . .
7
Time, Place and Date . . . . . . . . . . . . . . . . . . . . . . .
7
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Recommendation of Our Board of Directors . . . . . . . . .
8
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Votes Required
. . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Votes You Have . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . . .
9
Number of Holders . . . . . . . . . . . . . . . . . . . . . . . . .
9
Voting Procedures for Record Holders
. . . . . . . . . . . .
9
Voting Procedures for Shares Held in Street Name . . . .
10
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . .
10
Other Matters to Be Voted on at the Annual Meeting . . .
11
Stockholder Proposals
. . . . . . . . . . . . . . . . . . . . . .
11
Additional Information . . . . . . . . . . . . . . . . . . . . . . .
11
PROPOSAL 1 – THE ELECTION OF DIRECTORS
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Board of Directors Overview . . . . . . . . . . . . . . . . . . .
12
Vote and Recommendation
. . . . . . . . . . . . . . . . . . .
12
Our Board at a Glance
. . . . . . . . . . . . . . . . . . . . . .
13
Director Skills and Experience
. . . . . . . . . . . . . . . . .
14
Nominees for Election as Directors
. . . . . . . . . . . . . .
15
Directors Whose Term Expires in 2026 . . . . . . . . . . . .
16
Directors Whose Term Expires in 2027 . . . . . . . . . . . .
18
CORPORATE GOVERNANCE
. . . . . . . . . . . . . . . . . .
20
Director Independence
. . . . . . . . . . . . . . . . . . . . . .
20
Board Composition . . . . . . . . . . . . . . . . . . . . . . . . .
20
Board Classification . . . . . . . . . . . . . . . . . . . . . . . .
20
Board Leadership Structure . . . . . . . . . . . . . . . . . . .
21
Board Role in Risk Oversight
. . . . . . . . . . . . . . . . . .
21
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Insider Trading Policy
. . . . . . . . . . . . . . . . . . . . . . .
21
Family Relationships; Legal Proceedings
. . . . . . . . . .
22
Committees of the Board of Directors
. . . . . . . . . . . .
22
Board Criteria and Director Candidates . . . . . . . . . . . .
25
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Director Attendance At Annual Meetings . . . . . . . . . . .
27
Stockholder Communication with Directors . . . . . . . . .
27
Executive Sessions . . . . . . . . . . . . . . . . . . . . . . . . .
27
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . .
28
Nonemployee Directors . . . . . . . . . . . . . . . . . . . . . .
28
John C. Malone . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Director Compensation Table . . . . . . . . . . . . . . . . . .
30
PROPOSAL 2 – THE REVERSE STOCK SPLIT
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Vote and Recommendation
. . . . . . . . . . . . . . . . . . .
33
Purpose of Proposed Reverse Stock Split . . . . . . . . . .
33
Potential Effects of the Proposed Reverse Stock
Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Examples of Potential Reverse Stock Split at Various
Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Effects on Ownership by Individual Stockholders
. . . . .
35
Effect on Restricted Stock, RSUs and Options . . . . . . .
36
Effect on QVCGB Shares.
. . . . . . . . . . . . . . . . . . . .
36
Effect on QVCGP Shares . . . . . . . . . . . . . . . . . . . . .
36
Other Effects on Outstanding Shares . . . . . . . . . . . . .
37
Interests of Directors and Executive Officers . . . . . . . .
37
Authorized Shares of Stock . . . . . . . . . . . . . . . . . . .
37
Procedure for Effecting the Proposed Reverse Stock
Split and Exchange of Stock Certificates . . . . . . . . . . .
37
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
38
No Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . .
38
Accounting Consequences . . . . . . . . . . . . . . . . . . . .
38
No Going Private Transaction . . . . . . . . . . . . . . . . . .
38
Potential Anti-Takeover Effect . . . . . . . . . . . . . . . . . .
38
Material U.S. Federal Income Tax Consequences of the
Reverse Stock Split
. . . . . . . . . . . . . . . . . . . . . . . .
39
Board Discretion to Implement the Reverse Stock
Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
PROPOSAL 3 – THE AUDITORS RATIFICATION
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Vote and Recommendation
. . . . . . . . . . . . . . . . . . .
41
Audit Fees and All Other Fees . . . . . . . . . . . . . . . . . .
41
Policy on Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditor . . . . . . . . .
42
AUDIT COMMITTEE REPORT
. . . . . . . . . . . . . . . . . .
43
PROPOSAL 4 – THE SAY-ON-PAY PROPOSAL . . . . . . .
44
Advisory Vote
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Vote and Recommendation
. . . . . . . . . . . . . . . . . . .
44
EXECUTIVE OFFICERS
. . . . . . . . . . . . . . . . . . . . . .
45
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . .
47
Compensation Discussion and Analysis . . . . . . . . . . .
47
Summary Compensation Table . . . . . . . . . . . . . . . . .
62
Executive Compensation Arrangements . . . . . . . . . . .
64
Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . .
68
Option Grant Practices
. . . . . . . . . . . . . . . . . . . . . .
69
Outstanding Equity Awards at Fiscal Year-End . . . . . . .
70
Option Exercises and Stock Vested . . . . . . . . . . . . . .
71
Potential Payments Upon Termination or Change in
Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Benefits Payable Upon Termination or Change in
Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . .
76
Equity Compensation Plan Information . . . . . . . . . . . .
80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
. . . . . . . . . . . . . . . . .
81
Security Ownership of Certain Beneficial Owners . . . . .
81
Security Ownership of Management
. . . . . . . . . . . . .
82
Hedging Disclosure
. . . . . . . . . . . . . . . . . . . . . . . .
84
Changes in Control . . . . . . . . . . . . . . . . . . . . . . . . .
84
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . .
84
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Malone Stock Exchange and Maffei Arrangements . . . .
85
Maffei Call Agreement . . . . . . . . . . . . . . . . . . . . . . .
87
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
Glossary of Defined Terms
360networks
360networks Corporation
Atlanta Braves Holdings
Atlanta Braves Holdings, Inc.
Charter
Charter Communications, Inc.
Contrarius
Contrarius Investment Management Limited
Contrarius Bermuda
Contrarius Investment Management (Bermuda) Limited
Expedia
Expedia, Inc.
FPR
FPR Partners, LLC
FW Cook
Frederic W Cook & Co., Inc.
GAAP
U.S. Generally Accepted Accounting Principals
GCI Liberty
GCI Liberty, Inc.
Glassdoor
Glassdoor, Inc.
Grainger
W. W. Grainger, Inc.
JCPenney
J.C. Penney Company, Inc.
LGI
Liberty Global, Inc. (LGP’s predecessor)
LGP
Liberty Global plc
Liberty Broadband
Liberty Broadband Corporation
Liberty Expedia
Liberty Expedia Holdings, Inc.
Liberty Media
Liberty Media Corporation (including predecessors)
Liberty TripAdvisor
Liberty TripAdvisor Holdings, Inc.
Live Nation
Live Nation Entertainment, Inc.
LMAC
Liberty Media Acquisition Corporation
LMI
Liberty Media International, Inc. (LGI’s predecessor)
Microsoft
Microsoft Corporation
Oracle
Oracle Corporation
QVC
QVC, Inc.
QVC Group
QVC Group, Inc. (formerly Qurate Retail, Inc.)
Sirius XM
Sirius XM Holdings Inc.
TCI
Tele-Communications, Inc.
Tripadvisor
Tripadvisor, Inc.
Vanguard
The Vanguard Group
Zillow
Zillow Group, Inc.
Cautionary Note Regarding Forward-
Looking Statements
This proxy statement includes certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements about business strategies and initiatives (including our new transformation
strategy) and their expected benefits, the expected benefits of the reverse stock split (if effected) and other matters that are
not historical facts. Forward-looking statements describe future expectations, plans, results or strategies and can often
be identified by the use of terminology such as “may,” “will,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,”
“could” or similar terminology. These statements are based upon management’s current expectations and assumptions and
are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated
in these statements due to a variety of risks and uncertainties and other factors, including, among other things, the impact
of the reverse stock split (if effected) on our stock price, our ability to meet the continued listing requirements of the
Nasdaq Capital Market, possible changes in market acceptance of new products or services, competitive issues, regulatory
matters affecting our businesses, continued access to capital on terms acceptable to QVC Group, changes in law and
government regulations, the availability of investment opportunities, general market conditions (including as a result of future
public health crises), issues impacting the global supply chain and labor market and use of social media and influencers.
Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from
those contemplated in forward-looking statements is included from time to time in our filings with the Securities and
Exchange Commission (the SEC), including under the heading “Risk Factors” in our Annual Report on Form 10-K for the
year ended December 31, 2024, which was filed with the SEC on February 27, 2025 (the 2024 Form 10-K), and in our
subsequent periodic reports. Forward-looking statements speak only as of the date they are made and, except for our
ongoing obligations under the U.S. federal securities laws, we undertake no obligation to publicly update any forward-
looking statements whether as a result of new information, future events or otherwise. We believe these forward-looking
statements are reasonable; however, you should not place undue reliance on forward looking statements, which are based
on current expectations.
Furthermore, certain statements in this proxy statement, particularly pertaining to our sustainability performance, goals
and initiatives, are subject to additional risks and uncertainties, including regarding: gathering and verification of information
and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost,
and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and
policies; our reference to various sustainability reporting standards and frameworks (including standards for the measurement
of underlying data), which continue to evolve; and other unforeseen events or conditions. These factors, as well as
others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements.
Additionally, we may provide information herein that is not necessarily “material” under the U.S. federal securities laws for
SEC reporting purposes but that is informed by various sustainability standards and frameworks (including standards for the
measurement of underlying data) and the interest of various stakeholders. However, we cannot guarantee strict adherence
to framework recommendations and much of this information is subject to assumptions, estimates or third-party
information that is still evolving and subject to change, and our disclosures based on these frameworks may change due
to revisions in framework requirements, availability of information, changes in our business or applicable governmental
policy, or other factors, some of which may be beyond our control.
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all
information you should consider. Please read the entire proxy statement carefully before voting.
What’s new with this year’s proxy statement?
• 2024 Year in Review
• Voting Roadmap on page 3
• Reverse Stock Split Proposal on page 32
• New Rawlinson Employment Agreement on page 58
ABOUT OUR COMPANY
QVC Group, Inc. (NASDAQ: QVCGA, QVCGB, QVCGP) is a Fortune 500 company with six leading retail brands—QVC®,
HSN®, Ballard Designs®, Frontgate®, Garnet Hill® and Grandin Road®—and other minority interests.
QVC GroupSM is a live social shopping company that redefines the shopping experience through video-driven commerce
on every screen, from smartphones and tablets to laptops and TVs. QVC GroupSM brings innovative products, compelling
content, and unforgettable moments to millions of shoppers worldwide via social platforms, streaming apps, ecommerce
sites and TV channels, making every screen a doorway to discovery, delight and community.
QVC GroupSM reaches more than 200 million homes worldwide via 15 television channels, which are widely available on
cable/satellite TV, free over-the-air TV, free ad-supported TV and other digital livestreaming TV. QVC GroupSM also reaches
millions of customers via its QVC+ and HSN+ streaming experience, Facebook, Instagram, TikTok, YouTube, websites,
mobile apps, print catalogs, and in-store destinations.
PROXY SUMMARY
QVC GROUP, INC. / 1
2024 YEAR IN REVIEW
• Concluded Project Athens, delivering significant Adjusted OIBDA(1) margin and free cash flow(2) improvement
• Expanded gross margins 120 basis points for the full year and reduced operating and selling, general and
administrative expenses 8% and 9%, respectively
• Improved QVC’s credit profile and extended its maturities, including executing private exchange offers for 89% of
the 2027 and 2028 notes
• QxH existing customers spent on average $1,650 and purchased 32 items in 2024, both up 2% year-over-year
• QVC International generated stable revenue, $275 million in operating income and expanded Adjusted OIBDA
margin 70 basis points in 2024
• QxH streaming had strong growth, with average monthly users up 80% and minutes viewed up over 20%
• In November 2024, launched a new strategy to transform QVC Group into a live social shopping company focused
on revenue growth while maintaining improved Adjusted OIBDA margin
(1)
For a definition of Adjusted OIBDA as defined by our company, as well as a reconciliation of Adjusted OIBDA to operating income
(loss), see the 2024 Form 10-K.
(2)
See Appendix A to the proxy statement for our definition of free cash flow and a reconciliation of free cash flow to the most directly
comparable GAAP financial measure.
PROXY SUMMARY
2 / 2025 PROXY STATEMENT
VOTING ROADMAP
Proposal 1: Election of Directors Proposal (see page 12)
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The Board of Directors recommends that you vote FOR each director nominee. These individuals
bring a range of relevant experiences and overall diversity of perspectives that is essential to good
governance and leadership of our company. See pages 12 – 19 for further information.
OUR DIRECTOR NOMINEES
RICHARD N. BARTON
Director Since: 2016
Committee(s): Nominating & Corporate Governance
Independent Director
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.
M. IAN G. GILCHRIST
Director Since: 2009
Committee(s): Audit (Chair); Compensation
Independent Director
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 our 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.
CURRENT BOARD OF DIRECTORS AT A GLANCE
INDEPENDENCE
55%
GENDER/DEMOGRAPHIC DIVERSITY
44%
(Note: Includes Mr. Malone and Ms. Wong, each of whom will not be standing for re-election upon the expiration of their term at the annual
meeting.)
PROXY SUMMARY
QVC GROUP, INC. / 3
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Effective Independent Oversight
Strong Governance Practices
• Majority of our directors are independent
• Separate Chairman of the Board and Chief Executive
Officer
• Executive sessions of independent directors held
without the participation of management
• Independent directors chair the audit, compensation
and nominating and corporate governance committees
• Ability to engage with independent consultants or
advisors
• No compensation committee interlocks or
compensation committee engagement in related party
transactions in 2024
• Succession planning
• Stockholder access to the director nomination process
• Corporate Governance Guidelines, Code of Business
Conduct and Ethics and various policies (including
Enterprise Risk Management Policy, Human Rights
Policy and Tax Policy) which are published online
• Directors have unabridged access to senior
management and other company employees
• Anonymous “whistleblowing” channels for any
concerns
• Well-established risk oversight process
• Collaborative approach to enhancing sustainability
practices
Proposal 2: Reverse Stock Split Proposal (see page 32)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because it will allow our Board
of Directors flexibility in effecting a reverse stock split in order to bring our Series A common stock
back into compliance with the minimum bid price requirements of The Nasdaq Stock Market LLC
(Nasdaq) to ensure its continued listing on Nasdaq. See pages 32 – 40 for further information.
Proposal 3: Auditors Ratification Proposal (see page 41)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an
independent firm with few ancillary services and reasonable fees, and has significant industry and
financial reporting expertise. See pages 41 – 42 for further information.
Proposal 4: Say-on-Pay Proposal (see page 44)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because our compensation
structure is aligned with our ultimate goal of appropriately motivating our executives to increase
long-term stockholder value. See page 44 for further information.
PROXY SUMMARY
4 / 2025 PROXY STATEMENT
SUSTAINABILITY HIGHLIGHTS
QVC Group believes that we can have the largest impact, and unlock the greatest value, through a collaborative approach
to sustainability issues. This approach reflects a sustainability partnership across our company, Liberty Media, Liberty
TripAdvisor and Liberty Broadband, as well as with the portfolio of assets within each of these public companies.
QVC Group has a long-standing commitment to doing business the right way and creating positive change for all the
communities we touch. QVC Group’s Global Impact strategy builds on its materiality assessments, which help identify our
core material topics based on extensive research and stakeholder engagement. These material topics have been
organized around three strategic pillars to demonstrate how our people, our networks and our brands all support us in the
pursuit of our corporate responsibility commitments as outlined at www.qvcgrp.com.
B
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Inspiring a
More Sustainable
Way to Retail
Waste Reduction
Supply Chain Emissions
Energy Management
Inclusion & Belonging
Employee Well-Being
Community & Social Impact
Supply Chain Working Conditions
Material Sourcing Transparency
Product Lifecycle Stewardship
Curating Product Responsibility
Championing
Empowerment
& Belonging
Protecting
Our Environment
PROXY SUMMARY
QVC GROUP, INC. / 5
EXECUTIVE COMPENSATION HIGHLIGHTS
Compensation Philosophy
Our compensation 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 incentive awards.
WHAT WE DO
WHAT WE DO NOT DO
• A significant portion of compensation is at-risk and
performance-based.
• Performance targets for our executives support the
long-term growth of our company.
• We have clawback provisions for equity-based
incentive compensation.
• Our compensation practices do not encourage
excessive risk taking.
• We do not provide tax gross-up payments in
connection with taxable income from perquisites.
• We do not engage in liberal share recycling.
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 2025
Annual Meeting of Stockholders to be held at 11:00 a.m., Mountain time, on May 12, 2025, or at any adjournment or
postponement of the annual meeting. 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/QVC2025. 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 (QVCGA), and Series B common stock, par value $0.01 per share (QVCGB).
The holders of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (QVCGP), are not
entitled to any voting powers, except as specified in the Certificate of Designations relating to QVCGP or as required by
Delaware law, and may not vote on the proposals to be presented at the annual meeting. We refer to QVCGA and
QVCGB together as our common stock. We refer to our common stock together with QVCGP as our capital stock.
PROXY SUMMARY
6 / 2025 PROXY STATEMENT
The Annual Meeting
NOTICE AND ACCESS OF PROXY MATERIALS
We have elected, in accordance with the SEC “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy
Materials (the Notice) to our stockholders and to post our proxy statement and our annual report to our stockholders
(collectively, the proxy materials) electronically. The Notice is first being mailed to our stockholders on or about March 28,
2025. The proxy materials will first be made available to our stockholders on or about the same date.
The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The
Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or
voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested
to do so. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which
contain important information and are available to you on the Internet or by mail. We encourage you to access and review
the proxy materials before voting.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be
Held on May 12, 2025: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2024
Annual Report to Stockholders are available at www.proxyvote.com.
We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record
who have the same address and last name and did not receive a Notice of Internet Availability or otherwise receive their
proxy materials electronically will receive only one copy of this Proxy Statement, unless we are notified that one or more of
these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and
postage fees.
If you are eligible for householding, but you and other stockholders of record with whom you share an address currently
receive multiple copies of this Proxy Statement or if you hold our common stock in more than one account, and in either case
you wish to receive only a single copy of each of these documents for your household, please contact Broadridge
Financial Solutions, Inc. by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes
Way, Edgewood, New York 11717 or by calling, toll-free in the United States, 1-866-540-7095. If you participate in
householding and wish to receive a separate copy of this Proxy Statement or if you do not wish to continue to participate
in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge Financial
Solutions, Inc. as indicated above.
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 11:00 a.m., Mountain time, on May 12, 2025. 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
THE ANNUAL MEETING
QVC GROUP, INC. / 7
www.virtualshareholdermeeting.com/QVC2025. To enter the annual meeting, you will need the 16-digit control number that
is printed on your Notice or 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 12, 2025.
TECHNICAL DIFFICULTIES DURING THE ANNUAL MEETING. If during the check-in time or during the annual meeting
you have technical difficulties or trouble accessing the applicable virtual meeting website, Broadridge Corporate Issuer
Solutions, Inc. will have technicians ready to assist you with any individual technical difficulties you may have accessing the
virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or
meeting time for the annual meeting, please call the technical support number that will be posted on the virtual meeting
website log-in page at www.virtualshareholdermeeting.com/QVC2025. If we experience technical difficulties during the
annual meeting (e.g., a temporary or prolonged power outage), we will determine whether the annual meeting can be
promptly reconvened (if the technical difficulty is temporary) or whether the annual meeting will need to be reconvened
on a later day (if the technical difficulty is more prolonged). In any such situation, we will promptly notify stockholders of the
decision via www.virtualshareholdermeeting.com/QVC2025.
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 Richard N. Barton and M. Ian G. Gilchrist to continue serving as Class III
members of our Board until the 2028 annual meeting of stockholders or their earlier resignation or removal;
• the reverse stock split proposal, to approve the adoption of an amendment to our Restated Certificate of
Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio of at least
1-for-2 and up to 1-for-50, with the exact ratio within the foregoing range to be determined by our Board of Directors
(or a committee thereof) and publicly announced prior to the effectiveness of the reverse stock split;
• the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year
ending December 31, 2025; 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.”
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.
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Our Board of Directors has unanimously approved each of the proposals for inclusion in the proxy
materials and recommends that you vote FOR the election of each director nominee and FOR each
of the reverse stock split proposal, auditors ratification proposal and say-on-pay proposal.
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 constitutes presence in person for purposes of a 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.
THE ANNUAL MEETING
8 / 2025 PROXY STATEMENT
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 24,
2025 (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 office.
Approval of the reverse stock split proposal requires the affirmative vote of the holders of record of a majority of the
voting power of the outstanding shares of our common stock entitled to vote on this proposal, voting together as a single
class.
Approval of each of the auditors ratification proposal and 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 constitutes presence in person for purposes of each required vote.
VOTES YOU HAVE
At the annual meeting, holders of shares of QVCGA will have one vote per share and holders of shares of QVCGB will
have ten votes per share, in each case, that our records show are owned as of the record date. Holders of QVCGP will NOT
be eligible to vote at the annual meeting.
SHARES OUTSTANDING
As of the record date, 394,184,829 shares of QVCGA and 9,114,716 shares of QVCGB were issued and outstanding and
entitled to vote at the annual meeting.
NUMBER OF HOLDERS
There were, as of the record date, 2,080 and 56 record holders of QVCGA and QVCGB, 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, if they received a paper copy of the proxy materials
by mail, they may give a proxy by completing, signing, dating and returning the proxy card by mail.
Holders of record may vote their shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/QVC2025. To enter the annual meeting, holders will need the 16-digit control number
that is printed on their Notice or 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 12,
2025.
Instructions for voting prior to the annual meeting by using the Internet are printed on the Notice or 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 Notices or proxy cards available so they can input the required information from the Notice or proxy card, and log
THE ANNUAL MEETING
QVC GROUP, INC. / 9
onto the Internet website address shown on the Notice or proxy card. When holders log onto the Internet website address,
they will receive instructions on how to vote their shares. 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 reverse stock split proposal, auditors ratification proposal and 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), other than the reverse stock split proposal. In this case, your
shares will be counted as votes “AGAINST” the reverse stock split proposal.
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 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, the election of
directors and say-on-pay proposal, each as described in this proxy statement. 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.
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 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 11, 2025 for shares held directly.
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 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.
THE ANNUAL MEETING
10 / 2025 PROXY STATEMENT
We have also retained D.F. King & Co., Inc. (D.F. King) to assist in the solicitation of proxies at a cost of $12,500, plus
disbursements and we agree to indemnify D.F. King and its affiliates against certain claims, liabilities, losses, damages and
expenses for their services as our company’s proxy solicitor.
If you have any further questions about voting or attending the annual meeting, please contact QVC Group 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) 257-2028 (brokers and banks only) or (800) 848-3410 (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 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.
STOCKHOLDER PROPOSALS
This proxy statement relates to our annual meeting of stockholders for the calendar year 2025 which will take place on
May 12, 2025. Based solely on the date of our 2025 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 November 28, 2025 in order to be eligible for inclusion
in our proxy materials for the annual meeting of stockholders for the calendar year 2026 (the 2026 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 January 12, 2026 and not later than
February 11, 2026 to be considered for presentation at the 2026 annual meeting. We currently anticipate that the 2026
annual meeting will be held during the second quarter of 2026. If the 2026 annual meeting takes place more than 20 days
before or 70 days after May 12, 2026 (the anniversary of the 2025 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 2026 annual meeting is communicated to stockholders or public disclosure of
the date of the 2026 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2026
annual meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support
of director nominees other than QVC Group nominees must provide notice that sets forth the information required by
Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), no later than March 13, 2026.
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.qvcgrp.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 2024 Form 10-K or any of the exhibits listed therein, please
call or submit a request in writing to Investor Relations, QVC Group, Inc., 12300 Liberty Boulevard, Englewood,
Colorado 80112, Tel. No. (866) 876-0461, and we will provide you with the 2024 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).
THE ANNUAL MEETING
QVC GROUP, INC. / 11
Proposal 1—The Election of Directors
Proposal
BOARD OF DIRECTORS OVERVIEW
We are asking our stockholders to elect Richard N. Barton and
M. Ian G. Gilchrist to continue serving as Class III members of our
Board until the 2028 annual meeting of stockholders or their earlier
resignation or removal.
Our Board of Directors currently consists of nine directors, divided among
three classes. Our Class III directors, whose term will expire at the 2025
annual meeting, are Richard N. Barton, John C. Malone, Andrea L. Wong
and M. Ian G. Gilchrist. Messrs. Barton and Gilchrist are nominated for
election to our Board to continue serving as Class III directors, and we have
been informed that each of Messrs. Barton and Gilchrist is willing to
continue serving as a director of our company. As previously announced, Mr. Malone and Ms. Wong will be retiring from
service on the Board of Directors and will not be standing for re-election upon the expiration of their term at the annual
meeting. At such time, the size of the board of directors will be decreased to seven directors. The term of the Class III
directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2028.
Our Class I directors, whose term will expire at the annual meeting of our stockholders in the year 2026, are Fiona P. Dias,
Evan D. Malone and Larry E. Romrell. Our Class II directors, whose term will expire at the annual meeting of our
stockholders in the year 2027 are Gregory B. Maffei and David Rawlinson ll.
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 two nominees for election as directors at the annual meeting and the five 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. For additional information on our Board’s evaluation of director candidates or incumbent directors
seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” All positions referenced in the
biographical information below with our company include, where applicable, positions with our predecessors. The number
of shares of our capital stock beneficially owned by each director is set forth in this proxy statement under the caption
“Security Ownership of Certain Beneficial Owners and Management.”
The members of our nominating and corporate governance committee have determined that Messrs. Barton and Gilchrist,
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.
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 Richard N. Barton and M. Ian G. Gilchrist as Class III members of our Board of Directors.
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The Board of Directors recommends that you vote FOR each director nominee. These individuals
bring a range of relevant experiences and overall diversity of perspectives that is essential to good
governance and leadership of our company.
What am I being
asked to vote on
and how should I
vote?
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
12 / 2025 PROXY STATEMENT
OUR BOARD AT A GLANCE
Committee Memberships
Name and Principal Occupation
Director
Since
Executive
Compensation
Nominating &
Corporate
Governance
Audit
Non-Liberty Public
Board Directorships(1)
Class III directors who will stand for election this year.
RICHARD N. BARTON
2016
M
2
M. IAN G. GILCHRIST
2009
M
C
—
Class I directors who will stand for election in 2026
FIONA P. DIAS
2017
M
M
1
EVAN D. MALONE
2008
1
LARRY E. ROMRELL
1999(2)
C
M
1
Class II directors who will stand for election in 2027
GREGORY B. MAFFEI
(BOARD CHAIRMAN)
2005
M
2
DAVID RAWLINSON II
2022
M
1
Directors Not Standing for Re-Election
JOHN C. MALONE
1994
M
2
ANDREA L. WONG(3)
2010
M
C
2
(1)
Does not include service on the Board of Directors of Liberty Media, Liberty Broadband, Liberty TripAdvisor, Tripadvisor, Charter
or Live Nation. See “Corporate Governance—Board Criteria and Director Candidates—Outside Commitments.”
(2)
Mr. Romrell briefly stepped down from the Board of Directors from September 2011 to December 2011. Please see his biography
below.
(3)
We intend to fill the vacancies on the Compensation Committee and Nominating & Governance Committee created by Ms. Wong’s
departure as promptly as practicable in accordance with our relevant governing documents.
C = Chairperson
M = Member
= Independent
INDEPENDENCE
55%
1
1
1
2
40s
50s
60s
70s
80s
64.5 AVERAGE
AGE
4
GENDER/DEMOGRAPHIC DIVERSITY
44%
(Note: Includes Mr. Malone and Ms. Wong, each of whom will not be standing for re-election upon the expiration of their term at the annual
meeting.)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
QVC GROUP, INC. / 13
DIRECTOR SKILLS AND EXPERIENCE
ENTERTAINMENT, MEDIA &
SPORT
MARKETING, RETAIL & DIGITAL
COMMERCE
OPERATIONS AND
MANAGEMENT
STRATEGIC OVERSIGHT
RISK MANAGEMENT
ACCOUNTING & FINANCE
EXECUTIVE LEADERSHIP
PUBLIC BOARD EXPERIENCE
67%
78%
100%
100%
89%
78%
89%
100%
SUSTAINABILITY
100%
(Note: Includes Mr. Malone and Ms. Wong, each of whom will not be standing for re-election upon the expiration of their term at the annual
meeting.)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
14 / 2025 PROXY STATEMENT
NOMINEES FOR ELECTION AS DIRECTORS
Richard N. Barton
Director Since: December 2016
Age: 57
Committees: Nominating & Corporate Governance
Independent Director
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.
Professional Background:
• Co-founder and Chief Executive Officer of Zillow, a
provider of real estate and home-related information
marketplaces, from February 2019 to August 2024, and
Chief Executive Officer from December 2004 to September
2010
• Co-founder of Glassdoor, a job listing platform, and served
as its Non-Executive Chairman from June 2007 to
June 2018
• Venture partner at Benchmark Capital, a venture capital
firm, from 2005 to 2018
• Founded Expedia, a travel booking website, as a group
within Microsoft in 1994, which was spun out as Expedia in
1999; served as its Chief Executive Officer and President
from 1999 to 2003
Public Company Directorships:
Non-Liberty Public Company Directorships:
• Zillow (December 2004 – present; Co-Executive Chairman
since August 2024; Executive Chairman,
September 2010 – February 2019)
• Netflix, Inc. (2002 – present)
Former Public Company Directorships:
• Altimeter Growth Corp. 2 (January 2021 – March 2022)
• Altimeter Growth Corp.
(September 2020 – December 2021)
• Glassdoor (Non-Executive Chairman,
June 2007 – June 2018)
• Expedia (1999 – 2003)
• Ticketmaster Entertainment, Inc.
(December 2001 – August 2002)
M. Ian G. Gilchrist
Director Since: July 2009
Age: 75
Committees: Audit (Chair); Compensation
Independent Director
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 our 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.
Professional Background:
• Director and President of Trine Acquisition Corp., a special
purpose acquisition company, from March 2019 to
December 2020
• Various officer positions including Managing Director at
Citigroup Inc., a global financial services company, and
Salomon Brothers Inc., a financial services company, from
1995 to 2008, CS First Boston Corporation, the former
investment banking affiliate of Credit Suisse, from 1988 to
1995, and Blyth Eastman Paine Webber, a former
investment bank, from 1982 to 1988 and served as a Vice
President of Warburg Paribas Becker Incorporated, a
former investment bank, from 1976 to 1982
• Previously worked in the venture capital field and as an
investment analyst
Public Company Directorships:
• Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships: None
Former Public Company Directorships:
• Trine Acquisition Corp. (March 2019 – December 2020)
• Ackerley Communications, Inc. (1995 – 2000)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
QVC GROUP, INC. / 15
DIRECTORS WHOSE TERM EXPIRES IN 2026
Fiona P. Dias
Director Since:
December 2017
Age: 59
Committees: Audit;
Nominating & Corporate
Governance
Independent Director
Ms. Dias was appointed to
our Board in connection
with the closing of the HSN,
Inc. acquisition and
pursuant to the terms of the
merger agreement for the
transaction.
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.
Professional Background:
• Digital commerce consultant since 2014, including
practicing with Ryan Retail Consulting, a global firm, since
January 2015
• Chief Strategy Officer of ShopRunner, an online shopping
service, from August 2011 to October 2014
• Executive Vice President, Strategy & Marketing, of GSI
Commerce, Inc., a provider of digital commerce solutions,
from February 2007 to June 2011
• Previously 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, a global food and beverage
company, Pennzoil-Quaker State Company, a petroleum
products company, and The Procter & Gamble Company, a
consumer products company
Public Company Directorships:
Non-Liberty Public Company Directorships:
• Anywhere Real Estate, Inc. (formerly Realogy Holdings
Corp.) (June 2013 – present)
Former Public Company Directorships:
• Advance Auto Parts, Inc. (September 2009 – May 2019)
• HSN, Inc. (July 2016 – December 2017)
• Choice Hotels International, Inc. (November 2004 –
April 2012)
• Berkshire Grey Inc. (July 2021 – July 2023)
Evan D. Malone
Director Since: August 2008
Age: 54
Dr. Malone brings an applied science and engineering perspective to our 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 our Board in evaluating strategic opportunities.
Professional Background:
• President of NextFab Studio, LLC, a provider of
manufacturing-related technical training, product
development, and business acceleration services, since
June 2009
• Owner and manager of 1525 South Street LLC, a real
estate property and management company, since
January 2008
• 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
• 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, since November 2016
Public Company Directorships:
• Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships:
• Sirius XM (May 2013 – present)
Former Public Company Directorships: None
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
16 / 2025 PROXY STATEMENT
Larry E. Romrell
Director Since: December 2011, previously served
March 1999 – September 2011
Age: 85
Committees: Audit; Compensation (Chair)
Independent Director
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.
Professional Background:
• Held numerous executive positions with TCI from 1991 to
1999
• Previously held various executive positions with Westmarc
Communications, Inc., a subsidiary of TCI engaged in the
cable television and common carrier microwave
communications businesses
Public Company Directorships:
• Liberty Media (September 2011 – present)
• Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:
• LGP (July 2013 – present)
Former Public Company Directorships:
• LGI (June 2005 – June 2013)
• LMI (May 2004 – June 2005)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
QVC GROUP, INC. / 17
DIRECTORS WHOSE TERM EXPIRES IN 2027
Gregory B. Maffei
Chairman of the Board
Director Since: November 2005, Executive Chairman since
March 2018
Age: 64
Committees: Executive
Mr. Maffei brings to our Board significant financial and operational experience based on his current senior policy making positions
at our company and Liberty TripAdvisor and his previous executive positions at Liberty Media, Atlanta Braves Holdings, Liberty
Broadband, GCI Liberty, Oracle, 360networks and Microsoft, as well as his 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.
Professional Background:
• President and Chief Executive Officer of our company from
February 2006 to March 2018, having served as its
CEO-Elect from November 2005 through February 2006;
Chairman of the Board since March 2018
• President and Chief Executive Officer of Liberty
TripAdvisor since July 2013
• President and Chief Executive Officer of Liberty Media
from May 2007 to December 2024
• President and Chief Executive Officer of Liberty
Broadband from June 2014 to December 2024
• President and Chief Executive Officer of Atlanta Braves
Holdings from December 2022 to August 2024
• President and Chief Executive Officer of GCI Liberty from
March 2018 until its combination with Liberty Broadband in
December 2020
• President and Chief Executive Officer of LMAC from
November 2020 until its liquidation and dissolution in
December 2022
• Previously President and Chief Financial Officer of Oracle,
a computer software company, Chairman, President and
Chief Executive Officer of 360networks, a wholesale
telecommunications carrier, and Chief Financial Officer of
Microsoft, a global technology company
Public Company Directorships:
• Live Nation (February 2011 – present; Chairman of the
Board, March 2013 – present)
• Liberty TripAdvisor (June 2013 – present; Chairman of the
Board, June 2015 – present)
• Tripadvisor (Chairman of the Board, February 2013 –
present)
• Charter (May 2013 – present)
Non-Liberty Public Company Directorships:
• Zillow (February 2015 – present)
• Sirius XM (March 2009 – present; Chairman of the Board,
April 2013 – present)
Former Public Company Directorships:
• Liberty Media (May 2007 – December 2024)
• Liberty Broadband (June 2014 – December 2024)
• Atlanta Braves Holdings (December 2022 – August 2024;
Chairman of the Board, July 2023 – August 2024)
• LMAC (November 2020 – December 2022; Chairman of
the Board, April 2021 – December 2022)
• GCI Liberty (March 2018 – December 2020)
• Zillow, Inc. (Zillow’s predecessor) (May 2005 – February
2015)
• DIRECTV and predecessors (February 2008 – June 2010)
• Electronic Arts, Inc. (June 2003 – July 2013)
• Barnes & Noble, Inc. (September 2011 – April 2014)
• STARZ (Chairman of the Board, January 2013 –
December 2016)
• Pandora Media, Inc. (September 2017 – February 2019)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
18 / 2025 PROXY STATEMENT
David Rawlinson II
President and Chief Executive Officer
Director Since: January 2022
Age: 49
Committees: Executive
Mr. Rawlinson brings to our company and our Board significant experience in global e-commerce, consumer trends, customer
data and digital business-to-business operations. In addition to his background in information solutions, Mr. Rawlinson brings deep
leadership experience on a global scale and adds another expert perspective to our Board with his track record of success in
digital commerce.
Professional Background:
• Chief Executive Officer and President of our company and
QVC since October 2021, previously President and
CEO-Elect from August 2021 to September 2021
• Chief Executive Officer of NielsenIQ (formerly Nielsen
Global Connect), a global marketing research firm, from
February 2020 to March 2021
• President of Global Online Business at Grainger, a
distributor of maintenance, repair and operating supplies,
from November 2015 to February 2020, joined Grainger in
July 2012 and previously held other executive roles with
Grainger
• Previously held executive roles at Exelis, Inc. (formerly ITT
Corp.), a global aerospace defense, information and
technology services company, from 2009 to 2012
• Previously served as a White House Fellow and held
appointed positions in both the Bush and Obama
administrations; in the Obama administration served as a
senior advisor for economic policy with the White House
National Economic Council
Public Company Directorships:
Non-Liberty Public Company Directorships:
• Discover Financial Services (February 2021 – present)
Former Public Company Directorships:
• Nielsen Holdings plc (February 2017 – March 2021)
• MonotaRO Co., Ltd. (2014 – 2019)
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
QVC GROUP, INC. / 19
Corporate Governance
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, Larry E. Romrell
and Andrea L. Wong qualifies as an independent director of our company.
BOARD COMPOSITION
As described above under “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 five decades. For more information on our policies with respect to Board candidates, see “—Board
Criteria and Director Candidates” below.
BOARD CLASSIFICATION
As described above under “Proposal 1—The Election of Directors Proposal,” our Board of Directors currently consists of
nine directors, divided among three classes. Following the annual meeting, the size of the board of directors will be decreased
to seven directors, divided among three classes. Our Board believes that its current classified structure, with directors
serving for three-year terms, is the appropriate board structure for our company at this time and is in the best interests of
our stockholders for the following reasons.
LONG-TERM FOCUS & ACCOUNTABILITY
Our Board believes that a classified board encourages our directors to look to the long-term best interest of our company
and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and special interests.
In addition, our Board believes that three-year terms focus director accountability on the Board’s long-term strategic
vision and performance, rather than short-term pressures and circumstances.
CONTINUITY OF BOARD LEADERSHIP
A classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledge
to both management and less-tenured directors. By its very nature, a classified board ensures that at any given time
there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our
businesses, including our relationships with current and potential strategic partners, as well as the competition, opportunities,
risks and challenges that exist in the industries in which our businesses operate. We also believe the benefit of a classified
board to our company and our stockholders comes not from continuity alone but rather from the continuity of highly
qualified, engaged and knowledgeable directors focused on long-term stockholder interests. Each year, our nominating
and corporate governance committee works actively to ensure our Board continues to be comprised of such individuals.
CORPORATE GOVERNANCE
20 / 2025 PROXY STATEMENT
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 Executive Chairman of the Board, leads our Board and Board meetings and
provides strategic guidance to our Chief Executive Officer. David Rawlinson II, 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 business risks, including operational,
data privacy and cybersecurity risk 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 the nomination of individuals with the judgment, skills, integrity and independence
necessary to oversee the key risks associated with our company, as well as risks inherent in our corporate structure. These
committees then provide reports periodically to the full Board. In addition, the oversight and review of other strategic
risks are conducted directly by 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 short-,
intermediate- and long-term risks. These areas of focus include existing and emerging strategic, operational, financial and
reporting, succession and compensation, legal and compliance, cybersecurity, artificial intelligence and other risks,
including those related to material environmental and social matters such as climate change, human capital management,
diversity, equity and inclusion, and community relations. Our management reporting processes include regular reports
from our Chairman of the Board and Chief Executive Officer, which are prepared with input from our senior management
team, and also include input from our internal audit group and our Senior Vice President, Investor Relations, who manages
our company’s sustainability efforts and remains in regular contact with senior sustainability leaders across our portfolio
of companies who provide feedback and disclosure on material issues. Our company has also historically received the
benefit of Liberty Media’s Corporate Responsibility Committee, which has cross-functional representation across all reaches
of Liberty Media’s leadership, and receives the benefit of QVC Group’s Corporate Responsibility Executive Steering
Committee, which aims to effectively integrate corporate responsibility strategies into QVC Group’s major business functions
and operations to accomplish business objectives. With our Board’s oversight, we seek to collaborate across our portfolio
of companies to drive best practices through regular sustainability-focused internal meetings and discussions, including on
topics such as sustainability disclosure, diversity and inclusion and cybersecurity.
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 https://investors.qvcgrp.com/investors/corporate-governance/governance-
documents.
INSIDER TRADING POLICY
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules
and regulations. As part of this commitment, our company has adopted an Insider Trading Policy which governs among other
things, the purchase, sale and other dispositions of our company’s securities, including by our directors, officers and
employees. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws,
rules and regulations, and the exchange listing standards applicable to us. Because our Insider Trading Policy and
procedures are designed to address transactions in our company’s securities by our directors, officers, and employees, we
do not have formal insider trading policies or procedures that govern our purchase of our company’s securities. A copy of
our Insider Trading Policy is filed as Exhibit 19 to the 2024 Form 10-K.
CORPORATE GOVERNANCE
QVC GROUP, INC. / 21
FAMILY RELATIONSHIPS; LEGAL PROCEEDINGS
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, a current director on our Board who will not be standing for
re-election at the annual meeting.
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.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four standing committees: audit, compensation, executive and nominating and corporate
governance. The key responsibilities and focus areas of each committee, as well as their current members and information
on number of meetings during 2024 are set forth below. The written charters for the audit, compensation and nominating
and corporate governance committees as adopted by each such committee, as well as our corporate governance guidelines
(which were developed by the nominating and corporate governance committee), can be found on our website at
www.qvcgrp.com.
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.
The Board of Directors has determined that all of the members of each of the audit, compensation and nominating and
corporate governance committees are independent. See “—Director Independence.”
CORPORATE GOVERNANCE
22 / 2025 PROXY STATEMENT
AUDIT COMMITTEE OVERVIEW
7 meetings in 2024
Chair
M. Ian G. Gilchrist*
Other Members
Fiona P. Dias
Larry E. Romrell
*Our Board of Directors has
determined that Mr. Gilchrist
is an “audit committee
financial expert” under
applicable SEC rules and
regulations
Audit Committee Report,
page 43
The audit committee reviews and monitors the corporate accounting and 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.
EXECUTIVE COMMITTEE OVERVIEW
Members
John C. Malone
Gregory B. Maffei
David Rawlinson II
Our executive committee may exercise all the powers and authority of our Board of
Directors in the management of our business and affairs (except as specifically
prohibited by the General Corporation Law of the State of Delaware). This includes
the power and authority to authorize the issuance of shares of our capital stock.
No meetings of the executive committee were held in 2024.
CORPORATE GOVERNANCE
QVC GROUP, INC. / 23
COMPENSATION COMMITTEE OVERVIEW
5 meetings in 2024
Chair
Larry E. Romrell
Other Members
M. Ian G. Gilchrist
Andrea L. Wong
Compensation Committee
Report, page 61
The compensation committee assists the Board in discharging its responsibilities
relating to compensation of our company’s executives. The committee’s functions
include, among other things:
• Review and approve corporate goals and objectives relevant to the
compensation of our Chairman of the Board, Chief Executive Officer and our
other executive officers;
• Review and approve the compensation of our Chief Executive Officer, Chief
Legal Officer, Chief Administrative Officer, Chief Accounting Officer and
Principal Financial Officer;
• Oversee the compensation of the chief executive officers of our non-public
operating subsidiaries;
• Make recommendations to our Board and administer any incentive-
compensation plans and equity-based plans; and
• Produce a report on executive compensation for our annual proxy statement.
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).
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
4 meetings in 2024
Chair
Andrea L. Wong
Other Members
Richard N. Barton
Fiona P. Dias
The nominating and corporate governance committee functions include, among
other things:
• Identify individuals qualified to become Board members consistent with criteria
established or approved by our Board of Directors, with the assistance of the
committee, from time to time;
• Identify director nominees for upcoming annual meetings;
• Develop corporate governance guidelines applicable to our company; and
• Oversee the evaluation of our Board and our management.
CORPORATE GOVERNANCE
24 / 2025 PROXY STATEMENT
BOARD CRITERIA AND DIRECTOR CANDIDATES
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 nominated
based on broad criteria, with the objective of identifying and retaining directors that can effectively develop our 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 personal
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.
OUTSIDE COMMITMENTS. In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting
policies on the number of outside public company boards that a director may serve on. Our Board of Directors recognizes
investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties
and responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as
a director. Our company and our Board value the benefits derived by our directors from their service on other public
company boards, as such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-
industry insights, all of which enhance the knowledge base and skill set of our Board as a whole.
Our Board also recognizes the uniqueness of the relationships among Liberty Media, QVC Group, Liberty Broadband and
Liberty TripAdvisor, including the collaborative approach to addressing and better managing the portfolio of assets within
each of these public companies. To the extent our directors serve on more than one of the boards of these companies, we
believe that such service is an important aspect of our directors’ (including Mr. Maffei’s) service, as it capitalizes on
various synergies between and among these boards. For this reason, we believe that a better presentation of these directors’
outside commitments is to consider the number of their “non-Liberty” public company board directorships (see “—Our
Board at a Glance”). Based on this perspective, we have considered the facts-and-circumstances of the roles of our directors
with our company, including the following considerations:
• from a historical perspective, the significant time and resources each of these directors has regularly dedicated to
our company;
• the nature of their board commitments relating to their respective roles with these companies;
• the synergies between their respective service on these other boards and ours;
• their respective service on “non-Liberty” public company board directorships; and
• the respective directors’ personal skills, expertise and qualifications (including the broad industry knowledge of
each such director).
We believe that the outside service of our directors does not conflict with, and instead enhances, their respective roles
and responsibilities at our company.
CORPORATE GOVERNANCE
QVC GROUP, INC. / 25
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, QVC Group, Inc., 12300 Liberty Boulevard, Englewood,
Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under “The
Annual Meeting—Stockholder Proposals” above, 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 and class of shares of our common stock, directly or
indirectly, 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, agreement, arrangement or understanding between (or on behalf of) 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;
• 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 that the Proposing Person and candidate is not subject to, nor will enter into, any voting or other
agreement that has not been disclosed to the company and that could limit or interfere with such candidate’s ability
to comply with their fiduciary duties;
• 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 the accompanying proxy card and to
serve as a director, if nominated and elected;
• 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);
• a written questionnaire completed and signed by the candidate with respect to the background, qualifications and
independence of the candidate and the background of the proposing stockholder, Proposing Person or any
Stockholder Associated Person;
• reasonable evidence that such Proposing Person has met the requirements of Rule 14a-19(a)(3) of the Exchange
Act, if the Proposing Person provides notice pursuant to Rule 14a-19(b) of the Exchange Act; 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 twelve 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.
CORPORATE GOVERNANCE
26 / 2025 PROXY STATEMENT
In connection with its evaluation, the nominating and corporate governance committee may request additional information
from the Proposing Person and the candidate. The nominating and corporate governance committee has sole discretion
to decide which individuals to recommend for nomination as directors. The nominating and corporate governance committee
will evaluate a prospective nominee suggested by any stockholder in the same manner and against the same criteria as
any other prospective nominee identified by the nominating and corporate governance committee.
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. In addition, the nominating and corporate
governance committee will consider any outside directorships held by such individual. See “—Outside Commitments” above.
BOARD MEETINGS
During 2024, there were eight meetings of our full Board of Directors.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
Our Board of Directors encourages all members of the Board to attend each annual meeting of our stockholders. Four of
our nine directors then-serving attended our 2024 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 QVC Group, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112.
All such communications from stockholders will be forwarded to our directors on a timely basis. Stockholders are also
encouraged to send communications to QVC Group Investor Relations, which conducts robust stockholder engagement
efforts for our company and provides our Board with insight on stockholder concerns.
EXECUTIVE SESSIONS
Under the Nasdaq’s corporate governance rules, the independent directors are required to meet in regularly scheduled
executive sessions, without management participation.
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 QVC Group, Inc., c/o QVC Group, 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, Larry E. Romrell and Andrea L. Wong.
CORPORATE GOVERNANCE
QVC GROUP, INC. / 27
Director Compensation
NONEMPLOYEE DIRECTORS
DIRECTOR FEES
Each of our directors who is not an employee of, or service provider to, our company is paid an annual cash fee for 2025
of $269,150 (which, in 2024, was $261,300) (which we refer to as the director fee). Fees for service on our audit committee,
compensation committee and nominating and corporate governance committee are the same for 2025 and 2024, 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 chairperson 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 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 PLAN
Under the QVC Group 2020 Omnibus Incentive Plan (the 2020 incentive plan), our Board of Directors has full power and
authority to grant non-qualified stock options (stock options or options), stock appreciation rights (SARs), restricted
shares, restricted stock units (RSUs) and cash awards or any combination of the foregoing under the 2020 incentive plan
to our nonemployee directors; however, due to share availability considerations, our Board of Directors has not granted
equity awards to our nonemployee directors since 2023. Prior to those share availability considerations resulting in our
director fees being paid in cash, a portion of our company’s director fees were paid as awards granted under the 2020
incentive plan and were administered by our Board of Directors or our compensation committee. The 2020 incentive plan
was 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.
The maximum number of shares of our common stock with respect to which awards may be issued under the 2020
incentive plan is 51,392,900, subject to anti-dilution and other adjustment provisions. Under the 2020 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 $1 million. Shares of our common stock issuable pursuant to awards made under the 2020 incentive plan are
made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.
The 2020 incentive plan will expire on May 21, 2025.
STOCK OWNERSHIP GUIDELINES
Our Board of Directors previously had adopted stock ownership guidelines that generally required 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 had five years from the director’s initial appointment to our Board to comply with these guidelines.
In December 2023, our Board of Directors eliminated these stock holding guidelines because beginning in 2024, the entirety
of our director fees have been paid in cash due to the share availability considerations described above.
DIRECTOR DEFERRED COMPENSATION PLAN
Effective beginning in the fourth quarter of 2013, directors of our company were eligible to participate in the QVC Group,
Inc. Nonemployee Director Deferred Compensation Plan (the director deferred compensation plan), pursuant to which
eligible directors of our company could elect to defer all or any portion of their annual cash fees that they would otherwise
DIRECTOR COMPENSATION
28 / 2025 PROXY STATEMENT
be entitled to receive. The deferral of such annual cash fees was effected by a reduction in the quarterly payment of such
annual cash fees by the percentage specified in the director’s election. Elections were required to be made in advance
of certain deadlines, which generally were on or before the close of business on December 31 of the year prior to the year
to which the director’s election would apply, and elections included 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 will 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 2022, 2023 and 2024, the rate was, and
is 6.5%, 9.125% and 9.6875%, respectively.
Effective December 8, 2022, our Board of Directors amended and restated the director deferred compensation plan in
order to freeze the plan as of December 8, 2022, which closed the director deferred compensation plan to new participants
and provided that no deferrals or deferral elections could be made under the director deferred compensation plan with
respect to annual cash fees for services performed in any plan year commencing on or after January 1, 2023. Deferrals
made on or before December 31, 2022 will continue to accrue interest income at the rate specified above.
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 the approval of Liberty Media’s board of directors. 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 the Standard Industry Fare Level (SIFL), which aggregated $87,948 for use
of the aircraft by our company and Liberty Media during the year ended December 31, 2024. 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 (as defined and described below).
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 Liberty Media, in 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 $3,900 per annum, the lump sum severance payment).
As described above, Liberty Media assumed Mr. Malone’s employment agreement and all outstanding obligations
thereunder, and we will reimburse Liberty Media for our allocated portion of any such lump sum severance payments
made thereunder.
DIRECTOR COMPENSATION
QVC GROUP, INC. / 29
DIRECTOR COMPENSATION TABLE
The following table sets forth information concerning the compensation of our nonemployee directors for 2024.
Name(1)
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(2)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
All other
compensation
($)(4)
Total
($)
John C. Malone
—
—
—
334,035(5)(6)(7)
334,035
Richard N. Barton
271,300
—
17,821
—
289,121
Fiona P. Dias
301,300
—
—
2,150(8)
303,450
M. Ian G. Gilchrist
311,300
—
—
—
311,300
Evan D. Malone
261,300
—
—
—
261,300
Larry E. Romrell
311,300
—
—
—
311,300
Andrea L. Wong
291,300
—
58,321
—
349,621
(1)
Gregory B. Maffei and David Rawlinson, each of whom was a director of our company and a named executive officer throughout
2024, and John C. Malone, who is a director of our company, received no compensation for serving as directors of our company
during 2024. However, we are allocated a portion of the compensation paid to Mr. Malone by Liberty Media. See footnotes (5),
(6) and (7) below.
(2)
We did not grant equity awards to our directors in 2024. However, as of December 31, 2024, our directors (other than Messrs.
Maffei and Rawlinson, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the
following equity awards, which were granted in previous years or, with respect to Ms. Dias, as described in footnote (8) below:
John C.
Malone
Richard N.
Barton
Fiona P.
Dias
M. Ian G.
Gilchrist
Evan D.
Malone
Larry E.
Romrell
Andrea L.
Wong
Options (#)
QVCGA
—
141,955
—
114,757
—
141,955
46,059
Deferred Share Units (#)
QVCGA
—
—
21,038
—
—
—
—
QVCGP
—
—
269
—
—
—
—
(3)
Includes amounts earned on compensation previously deferred under the director deferred compensation plan.
Name
2024 Above
Market Earnings
on Accrued Interest
($)
Richard N. Barton
17,821
Andrea L. Wong
58,321
(4)
Liberty Media makes available to our directors tickets to various sporting events with no aggregate incremental cost attributable to
any single person.
(5)
Includes the amount of Mr. Malone’s base salary of $897 and the following amounts, in each case, which were allocated to our
company under the services agreement:
Amounts ($)
Reimbursement for personal accounting services
13,800
Compensation related to personal use of corporate aircraft(a)
115,472
Tax payments made on behalf of Mr. Malone
194,453
(a)
Calculated based on aggregate incremental cost of such usage to our company.
DIRECTOR COMPENSATION
30 / 2025 PROXY STATEMENT
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.
(6)
Includes $7,935 in matching contributions allocated to our company with respect to the Liberty Media 401(k) Savings Plan.
(7)
Includes $853 in life insurance premiums allocated to our company for the benefit of Mr. Malone.
(8)
Includes regular quarterly cash dividends paid on shares of QVCGP to the extent such amounts were not factored into the grant
date fair value of the underlying awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures.
DIRECTOR COMPENSATION
QVC GROUP, INC. / 31
Proposal 2—The Reverse Stock Split
Proposal
We are asking our stockholders to approve the adoption of an
amendment to our Restated Certificate of Incorporation to effect a
reverse stock split of our issued and outstanding QVCGA and QVCGB
shares at a ratio of at least 1-for-2 and up to 1-for-50, with the exact
ratio within the foregoing range to be determined by our Board of
Directors (or a committee thereof) and publicly announced prior to the
effectiveness of the reverse stock split.
Our Board of Directors has unanimously approved and declared advisable
an amendment to our Restated Certificate of Incorporation (as amended to
date, our restated charter) to effect a reverse stock split of each issued
and outstanding QVCGA and QVCGB share, in a ratio of at least 1-for-2 and up to 1-for-50 (the Reverse Stock Split
Amendment), in order to among other reasons, increase the per-share price of our QVCGA shares to bring our QVCGA
shares back into compliance with the Nasdaq minimum bid price continued listing requirement of at least $1.00 per share
(the minimum bid price requirement) to maintain the continued listing of our QVCGA shares on Nasdaq. As previously
disclosed, Nasdaq granted us an additional 180-day extension, or until June 9, 2025, for QVCGA to comply with the minimum
bid price requirement. To qualify for this additional 180-day extension, we confirmed to Nasdaq that, if necessary to
regain compliance with the minimum bid price requirement prior to June 9, 2025, we will effect a reverse stock split. As of
the date of this proxy statement, QVCGA continues to trade at prices below the minimum bid price requirement, and unless
QVCGA regains compliance with the minimum bid price organically or through our effecting a reverse stock split, QVCGA
will cease to be listed on Nasdaq. The delisting of QVCGA from Nasdaq could increase the risk that QVCGB and or QVCGP
fail to comply with Nasdaq’s continued listing requirements and become subject to delisting.
The precise ratio of the proposed reverse stock split shall be a whole number within this range, determined in the sole
discretion of our Board of Directors (or a duly authorized committee thereof) and will be publicly announced prior to the
effectiveness of the reverse stock split. We are asking our stockholders to give our Board of Directors or a duly authorized
committee thereof discretion to effect the reverse stock split at any time, which could occur as soon as practicable
following stockholder approval of this proposal or at any other time prior to our 2026 annual meeting of stockholders. By
approving this proposal, stockholders would give our Board of Directors and a duly authorized committee thereof authority,
but not the obligation, to effect the reverse stock split and full discretion to approve the ratio at which shares of common
stock will be reclassified, from and including a ratio of 1-for-2 and up to and including a ratio of 1-for-50 at any time prior to
our 2026 annual meeting of stockholders. Our Board of Directors believes that providing this generalized grant of authority
with respect to setting the split ratio and determining the timing for implementation of the reverse stock split, rather than
mere approval of a pre-defined reverse stock split ratio or a specific date for implementation is in the best interest of our
company and our stockholders because it will give our Board of Directors or a duly authorized committee thereof the
flexibility to set the ratio and timing in accordance with current market conditions and therefore allow our Board of Directors
to effect the reverse stock split if our Board of Directors or a duly authorized committee thereof determines the reverse stock
split would be in the best interests of our company and our stockholders. The proposed reverse stock split, if effected,
would not impact the total authorized number of shares of our capital stock (or any class or series thereof) or the par value
of such capital stock. Any reverse stock split ratio determined by our Board of Directors or a duly authorized committee
thereof within the range described above will be on an equal per share basis for the QVCGA and QVCGB shares as required
by our restated charter. No fractional shares shall be issued as a result of the reverse stock split, if effected, and in lieu
thereof, our company shall pay cash therefore, as described below.
In determining the ratio following the receipt of stockholder approval, our Board of Directors or a duly authorized committee
thereof may consider, among other things, factors such as:
• the historical trading price and trading volume of our QVCGA and QVCGB shares;
• the then-prevailing trading price and trading volume of our QVCGA and QVCGB shares and the anticipated impact
of the reverse stock split on the trading market for these shares;
What am I being
asked to vote on
and how should I
vote?
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
32 / 2025 PROXY STATEMENT
• the number of QVCGA and QVCGB shares then outstanding, and the number of QVCGA and QVCGB shares
issuable upon exercise of options and RSUs then outstanding;
• the potential decline of our market capitalization as a result of the reverse stock split;
• the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs;
• prevailing market, industry and general economic conditions; and
• Nasdaq’s continued listing criteria for our OVCGA, QVCGB and QVCGP shares.
If our stockholders approve this proposal, and our Board of Directors does not otherwise abandon the Reverse Stock
Split, we will file a Certificate of Amendment to our restated charter with the Secretary of State of the State of Delaware
(the Delaware Secretary of State) to effect the proposed reverse stock split, in the form attached to this proxy statement as
Appendix B. Our Board of Directors has approved and declared advisable the proposed amendment to our restated
charter as set forth in the Certificate of Amendment, in the form attached to this proxy statement as Appendix B. If the
proposed reverse stock split is effected, then the number of issued and outstanding QVCGA and QVCGB shares would be
reduced. Our Board of Directors has reserved the right to abandon the amendment at any time before the effectiveness
of the filing of the Certificate of Amendment with the Delaware Secretary of State, even if the adoption of the amendment
is approved by our stockholders. Thus, our Board of Directors, at its discretion, may cause the filing of the Certificate of
Amendment (following stockholder approval) to effect the reverse stock split or abandon the amendment and not affect the
reverse stock split if it determines that any such action is or is not advisable and in the best interests of our company and
stockholders.
VOTE AND RECOMMENDATION
The affirmative vote of the holders of record of a majority of the voting power of the outstanding shares of our common
stock entitled to vote on this proposal, voting together as a single class, will be required for approval of this proposal.
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR the reverse stock split proposal because it
will allow our Board of Directors flexibility to effect a reverse stock split in order to bring QVCGA
back into compliance with the minimum bid price requirements of Nasdaq to ensure its continued
listing on Nasdaq.
PURPOSE OF PROPOSED REVERSE STOCK SPLIT
The primary purpose for effecting the reverse stock split, should our Board of Directors choose to effect it, would be to
increase the per share price of our QVCGA shares for continued listing on Nasdaq. In determining to seek authorization
for this reverse stock split proposal, our Board of Directors considered that, by effectively condensing a number of pre-
split shares of QVCGA into one share of QVCGA, the market price of a post-split QVCGA share is generally greater than the
market price of a pre-split share. This will allow our QVCGA shares to regain compliance with Nasdaq’s minimum bid
price requirement and maintain the listing of our QVCGA shares on Nasdaq. Under our restated charter, the reverse stock
split of our QVCGB shares on an equal per share basis is required if we effect a reverse stock split of our QVCGA
shares. There is no reverse stock split required of our QVCGP shares required under the restated charter if we effect a
reverse stock split of our QVCGA shares.
Beginning on April 25, 2024, our QVCGA shares have closed at prices below $1.00 per share. Initially, market volatility in
response to economic disruptions and uncertainties created by concerns about the banking systems and inflationary
pressures generally contributed to the depressed stock price of QVCGA. Our QVCGA stock price has continued to
decline due to declining consumer sentiment in discretionary retail in part from macroeconomic factors, as well as significant
headwinds from linear viewership declines, exacerbated by a heavy news cycle over the last twelve months, and potential
concerns over QVC Group’s capital structure and debt balance. As a result, our QVCGA shares have closed at prices
below $0.50 per share since November 7, 2024.
On June 10, 2024, we received written notice from Nasdaq notifying us of QVCGA’s non-compliance with the minimum bid
price requirement for continued listing on the Nasdaq Global Select Market. QVCGA did not regain compliance with the
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
QVC GROUP, INC. / 33
minimum bid price requirement within the 180 days afforded by Nasdaq and, as a result, we transferred the listing of
QVCGA, QVCGB and QVCGP to the Nasdaq Capital Market effective December 2, 2024, which provided QVCGA with an
additional 180 days, or until June 9, 2025, to regain compliance with the minimum bid price requirement provided that
we commit to effect a reverse stock split of QVCGA in order to regain compliance if necessary.
This reverse stock split proposal is intended primarily to increase the per share price of our QVCGA shares, and, as a
result, bring our QVCGA shares back into compliance with Nasdaq’s minimum bid price requirement. Reducing the number
of outstanding QVCGA shares should, absent other factors, increase its per share market price, although we cannot
provide any assurance that we will be able to meet or maintain a share price over the minimum bid price requirement for
continued listing on Nasdaq or any other exchange.
A continuously low stock price (and the potential delisting of our stocks from Nasdaq) may adversely affect our ability to
raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors
to trade our securities and may negatively affect the value and liquidity of our capital stock. Delisting of our QVCGA
shares also could have other negative results, including the potential loss of employee confidence, the loss of institutional
investors or the loss of interest in business development opportunities. In addition, because our QVCGA shares are
currently our primary equity security on Nasdaq, our QVCGB and QVCGP shares are considered our secondary class and
preferred stock listings, respectively, on Nasdaq and our QVCGB and QVCGP shares are subject to reduced continued
listing requirements as compared to our QVCGA shares. As a result, a delisting of our QVCGA shares would subject our
QVCGB and/or QVCGP shares to heightened continued listing requirements and there can be no assurance that our QVCGB
and/or QVCGP shares will be able to maintain compliance with Nasdaq’s continued listing requirements and such shares
could become subject to delisting.
An increase in the per share trading value of our QVCGA shares would be beneficial because it would:
• increase the likelihood that our capital stock will remain eligible for listing on Nasdaq;
• improve the perception of QVCGA as an investment security;
• reset our QVCGA share price to more normalized trading levels in the face of potentially extended market
dislocations;
• assist with future potential capital raises;
• appeal to a broader range of investors to generate greater investor interest in us; and
• to the extent the broker commissions paid by our investors depend on the value of the QVCGA shares being
traded, reduce stockholder transaction costs because investors would pay a lower commission to trade a fixed
dollar amount of our QVCGA shares if our QVCGA share price were higher than they would if our QVCGA share
price were lower.
If our QVCGA shares are delisted from Nasdaq and they are not able to be listed on another exchange, our shares could
be quoted on the OTC Bulletin Board or in the “pink sheets.” As a result, we could face significant adverse consequences
including, among others:
• a limited availability of market quotations for our securities;
• a determination that our stocks are each a “penny stock” which will require brokers trading in our shares to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our
securities;
• a limited amount of news coverage of our company;
• failure to qualify for exemptions from state securities registration requirements, which may require us to comply with
applicable state securities laws;
• a decreased ability to issue additional securities (including pursuant to short-form registration statements on
Form S-3) or obtain additional financing in the future; and
• an increased risk that our QVCGB and/or QVCGP shares fail to meet Nasdaq’s continued listing requirements and,
as a result, are delisted from Nasdaq.
Although our Board of Directors believes that a reverse stock split will in fact increase the trading price of our QVCGA
shares, in many cases, because of variables outside of our control (such as recent market volatility, inflationary pressures,
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
34 / 2025 PROXY STATEMENT
investor response to the news of a proposed reverse stock split, and other prevailing market, industry and general
economic conditions), the market price of our QVCGA shares may in fact decline in value after effecting the reverse stock
split. You should also keep in mind that the implementation of a reverse stock split does not have an effect on the actual
or intrinsic value of our business or a stockholder’s proportional ownership in our company (except to the extent of cash paid
in lieu of fractional shares). However, should the overall value of our QVCGA shares decline after the proposed reverse
stock split, then the actual or intrinsic value of our QVCGA shares held by you will also proportionately decrease as a result
of the overall decline in value. Similarly, the market prices and actual or intrinsic value of our QVCGB and QVCGP
shares may also decline after effecting the reverse stock split.
POTENTIAL EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT
If this proposal is approved and the reverse stock split is effected, the reverse stock split will be realized simultaneously
and in the same ratio for all of our issued and outstanding QVCGA and QVCGB shares. The immediate effect of a reverse
stock split would be to reduce the number of QVCGA and QVCGB shares outstanding and to increase the per share
trading price of our QVCGA and QVCGB shares. The reverse stock split is not expected to have an effect on the per share
price of our QVCGP shares or the number of QVCGP shares outstanding.
However, we cannot predict the effect of any reverse stock split upon the market price of our QVCGA, QVCGB and
QVCGP shares over an extended period. We cannot assure you that the trading price of our QVCGA and QVCGB shares
after the reverse stock split will rise in inverse proportion to the reduction in the number of outstanding QVCGA and QVCGB
shares as a result of the reverse stock split or that the trading price of our QVCGP shares will not be negatively impacted.
Also, we cannot assure you that a reverse stock split would lead to a sustained increase in the trading price of our
QVCGA and QVCGB shares. The trading price of our capital stock may change due to a variety of other factors, including
our operating results and other factors related to our future performance.
EXAMPLES OF POTENTIAL REVERSE STOCK SPLIT AT VARIOUS
RATIOS
The table below provides examples of reverse stock splits at various ratios from 1-for-2 up to 1-for-50, without giving
effect to the treatment of fractional shares. The actual number of shares outstanding after giving effect to the reverse stock
split and the amount of cash to be paid in lieu of the issuance of fractional shares, if effected, will depend on the actual
ratio that is determined by our Board of Directors or a duly authorized committee thereof and publicly announced prior to
the effective time (as defined below) in accordance with the Reverse Stock Split Amendment.
Outstanding at January 31, 2025(1)
Reverse
Stock
Split Ratio
Outstanding after Reverse Stock Split(1)
Reduction in
Shares
Outstanding
QVCGA Shares
QVCGB Shares
QVCGA Shares
QVCGB Shares
389,654,508
8,927,840
1-for-2
194,827,254
4,463,920
50%
389,654,508
8,927,840
1-for-5
77,930,902
1,785,568
80%
389,654,508
8,927,840
1-for-10
38,965,451
892,784
90%
389,654,508
8,927,840
1-for-20
19,482,725
446,392
95%
389,654,508
8,927,840
1-for-25
15,586,180
357,114
96%
389,654,508
8,927,840
1-for-50
7,793,090
178,557
98%
(1)
Excludes shares of common stock issuable upon exercise of stock options and vesting of RSUs.
The resulting decrease in the number of shares of our QVCGA and QVCGB shares outstanding could potentially adversely
affect their respective liquidity, especially in the case of larger block trades, and, in the case of QVCGB, its ability to meet
Nasdaq’s continued listing requirements.
EFFECTS ON OWNERSHIP BY INDIVIDUAL STOCKHOLDERS
If we implement a reverse stock split, the number of QVCGA and QVCGB shares held by each stockholder would be
reduced by multiplying the number of shares of QVCGA or QVCGB held immediately before the reverse stock split by the
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
QVC GROUP, INC. / 35
ratio determined by our Board of Directors or a duly authorized committee thereof and publicly announced prior to the
effective time and then rounding down to the nearest whole share of each series. We would pay cash to each stockholder
in lieu of any fractional interest in a share to which each stockholder would otherwise be entitled as a result of the
reverse stock split, as described in further detail below. The reverse stock split would not affect any stockholder’s percentage
ownership interest in our company or proportionate voting power, except to the extent that interests in fractional shares
would be paid in cash.
EFFECT ON RESTRICTED STOCK, RSUS AND OPTIONS
Outstanding shares of restricted stock would be reduced in the reverse stock split in the same manner as other outstanding
shares of our common stock. In addition, we would adjust the number of unissued shares underlying any RSUs and
options entitling the holders to purchase shares of our common stock as a result of the reverse stock split, as required by
the terms of these securities. In particular, we would reduce the number of shares underlying each RSU or option, and
would increase the exercise price of each option, in each case, in accordance with the terms of these equity awards and
based on the 1-for-2 up to 1-for-50 ratio of the reverse stock split (i.e., the number of shares issuable under such securities
would decrease by at least 50%, up to 98%, respectively, and the exercise price per share would be multiplied by 2, up to
50, respectively). Also, we would reduce the number of shares reserved for issuance under our 2020 incentive plan
proportionately based on the ratio of the reverse stock split. A reverse stock split would not otherwise affect any of the
rights currently accruing to holders of our restricted stock, RSUs or options exercisable for our common stock.
EFFECT ON QVCGB SHARES
One of the continued listing requirements applicable to our QVCGB shares is that there be at least 100,000 publicly held
shares of QVCGB outstanding that are not held by any of our directors, executive officers or beneficial holders of 10% or
more of our QVCGB shares (the Nasdaq publicly held shares minimum). Our restated charter requires the QVCGB
shares to be reclassified on an equal per share basis as the QVCGA shares in the reverse stock split. As of January 31,
2025, there were approximately 580,000 publicly held QVCGB shares. If a ratio greater than 1-for-5 were applied to our
QVCGB shares in the reverse stock split, resulting in a reduction in the number of issued and outstanding QVCGB shares of
greater than 80%, we expect that the QVCGB shares would be subject to delisting from Nasdaq, unless the number of
publicly held QVCGB shares is later increased to satisfy the Nasdaq publicly held shares minimum. Based on the current
trading prices of our QVCGA shares, we expect our Board of Directors or a duly authorized committee thereof will select a
reverse stock split ratio greater than 1-for-5 and our QVCGB shares will be delisted from Nasdaq following effectiveness
of the reverse stock split.
If our QVCGB shares are delisted from Nasdaq and they are not able to be listed on another exchange, our QVCGB
shares could be quoted on the OTC Markets or in the “pink sheets.” If our QVCGB shares are quoted on the OTC Markets,
it could result in more limited availability of market quotations for our QVCGB shares and could lead to a determination
that QVCGB is a “penny stock,” which will require brokers trading in those shares to adhere to more stringent rules and
possibly result in even further reduced levels of trading activity in the secondary trading market for our QVCGB shares as
our QVCGB shares are currently thinly traded.
QVCGB shares are convertible into QVCGA shares on a one-for-one basis, and a holder’s ability to convert their QVCGB
shares will remain unchanged following the reverse stock split. Any QVCGA shares that are issued upon conversion of
QVCGB shares will automatically be listed on Nasdaq following such conversion, provided that the QVCGA shares
continue to satisfy Nasdaq’s continued listing standards.
EFFECT ON QVCGP SHARES
Our restated charter does not require that our preferred stock be reclassified on an equal per share basis as our common
shares and so the number of our QVCGP shares outstanding will not change as a result of the reverse stock split. In
addition, the reverse stock split would have no effect on the rights pertaining to outstanding QVCGP shares. Even though
our QVCGP shares will not be subject to the reverse stock split, there can be no assurance that the trading price of our
QVCGP shares will not be adversely impacted as a result of the reverse stock split. In addition, should our QVCGA
shares fail to regain compliance with Nasdaq’s continued listing requirements or otherwise fail to satisfy Nasdaq’s continued
listing requirements, our QVCGP shares could become our primary equity security under Nasdaq rules and, as a result,
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
36 / 2025 PROXY STATEMENT
become subject to heightened continued listing requirements. Should our QVCGP shares become our primary equity
security, there can be no assurance our QVCGP shares will satisfy Nasdaq’s heightened continued listing requirements.
OTHER EFFECTS ON OUTSTANDING SHARES
A reverse stock split would have no effect on the rights pertaining to the outstanding QVCGA and QVCGB shares as
provided for under our restated charter. Each share of our common stock issued following the reverse stock split would be
fully paid and nonassessable.
The reverse stock split would result in some stockholders owning “odd-lots” of less than 100 shares of our common stock.
Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in
“round-lots” of even multiples of 100 shares.
After the effective time, our QVCGA and QVCGB shares will have new Committee on Uniform Securities Identification
Procedures (CUSIP) numbers, which are numbers used to identify our equity securities, and stock certificates with the older
CUSIP numbers will need to be exchanged for shares of common stock with the new CUSIP number by following the
procedures described below. However, until such exchange is made, the old stock certificates will automatically represent
the new, post-split number of shares. After the reverse stock split, we will continue to file periodic reports and comply with
other requirements of the Exchange Act. We expect that our QVCGA shares will continue to be listed on Nasdaq under
the symbol “QVCGA” subject to any decision of our Board of Directors to list our securities on a different stock exchange;
however, Nasdaq may determine to delist our QVCGB shares following the proposed reverse stock split as even a 1-for-6
ratio would reduce the number of publicly held QVCGB shares below the Nasdaq publicly held shares minimum.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this
reverse stock split proposal except to the extent of their ownership of shares of our common stock.
AUTHORIZED SHARES OF STOCK
The reverse stock split would affect all issued and outstanding QVCGA and QVCGB shares and outstanding rights to
acquire QVCGA and QVCGB shares on an equal per share basis. We will not change the number of QVCGA and QVCGB
shares currently authorized. However, upon the effectiveness of the reverse stock split, the number of authorized QVCGA
and QVCGB shares that are not issued or outstanding would increase due to the reduction in the number of QVCGA and
QVCGB shares issued and outstanding as a result of the reverse stock split.
As of January 31, 2025, we had authorized (i) 4,000,000,000 QVCGA shares, of which 389,654,508 shares were issued
and outstanding, (ii) 150,000,000 QVCGB shares, of which 8,927,840 shares were issued and outstanding, (iii) 4,000,000,000
shares of Series C common stock, par value $0.01 per share, of which there were no shares issued or outstanding, and
(iv) 50,000,000 shares of preferred stock, par value $0.01 per share, of which 13,500,000 shares are designated QVCGP
and 36,500,000 shares are undesignated as to series. As of January 31, 2025, there were 12,723,258 QVCGP shares
issued and outstanding.
We do not have any plans, arrangements or understandings for the remaining portion of the authorized but unissued
shares that will be available following the reverse stock split.
PROCEDURE FOR EFFECTING THE PROPOSED REVERSE STOCK
SPLIT AND EXCHANGE OF STOCK CERTIFICATES
If stockholders approve this proposal, our Board of Directors determines to effect the reverse stock split, and our Board of
Directors does not otherwise abandon the amendment providing for the reverse stock split, we will file with the Delaware
Secretary of State a Certificate of Amendment to our restated charter, in the form attached to this proxy statement as
Appendix B. The reverse stock split will become effective at the time and on the date of filing of, or at such later date and time
as may be specified in, the Certificate of Amendment, which we refer to as the effective time. Beginning at the effective
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
QVC GROUP, INC. / 37
time, until exchanged for a new certificate as referenced below, each certificate representing pre-split QVCGA and
QVCGB shares will be deemed for all corporate purposes to evidence ownership of the number of whole shares into
which the shares previously represented by the certificate were combined pursuant to the reverse stock split.
Upon the reverse stock split, we intend to treat stockholders holding our QVCGA and QVCGB shares in “street name,”
through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in
their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders
holding our QVCGA and QVCGB shares in “street name.” However, these banks, brokers or other nominees may have
different procedures for processing the reverse stock split. If you hold your shares with a bank, broker or other nominee
and if you have any questions in this regard, we encourage you to contact your nominee.
Following the reverse stock split, stockholders holding physical certificates must exchange those certificates for new
certificates and a cash payment in lieu of any fractional shares.
Our transfer agent will advise registered stockholders of the procedures to be followed to exchange certificates in a letter
of transmittal to be sent to stockholders. No new certificates or cash payments in lieu of fractional shares will be issued to a
stockholder until the stockholder has surrendered the stockholder’s outstanding certificate(s), together with the properly
completed and executed letter of transmittal, to the transfer agent. Any certificates that have not yet been exchanged that
are submitted in connection with any transfer of QVCGA or QVCGB shares following the effective time, whether pursuant to
a sale, other disposition or otherwise, will automatically be exchanged for new certificates. Stockholders should not
destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so. Registered stockholders
of QVCGA and QVCGB shares in book-entry form will have their accounts automatically updated for the new share balances.
FRACTIONAL SHARES
We will not issue fractional shares in connection with the reverse stock split. Instead, any fractional share resulting from
the reverse stock split because the stockholder owns a number of shares not evenly divisible by the ratio would instead
receive cash upon surrender to the exchange agent of the certificates and a properly completed and executed letter of
transmittal. Holders of common stock in book-entry form will receive cash in accordance with the exchange agent’s
customary procedures with respect to book-entry shares. The cash amount to be paid to each stockholder would be equal
to the resulting fractional interest in one QVCGA share or one QVCGB share to which the stockholder would otherwise
be entitled, multiplied by the fair value of one QVCGA share or one QVCGB share, as applicable, at the effective time, as
determined in good faith by our Board of Directors or a duly authorized committee thereof. We do not anticipate that the
aggregate cash amount paid by our company for fractional interests will be material to us.
NO APPRAISAL RIGHTS
No appraisal rights are available under the General Corporation Law of the State of Delaware or under our restated
charter or our bylaws with respect to the reverse stock split.
ACCOUNTING CONSEQUENCES
The par value of our QVCGA and QVCGB shares would remain unchanged at $0.01 per share after the reverse stock
split. Also, our capital account (for accounting purposes) would remain unchanged, and we do not anticipate that any other
accounting consequences would arise as a result of the reverse stock split.
NO GOING PRIVATE TRANSACTION
Notwithstanding the decrease in the number of outstanding shares following the reverse stock split, our Board of Directors
does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of
the Exchange Act.
POTENTIAL ANTI-TAKEOVER EFFECT
SEC rules require disclosure and discussion of the effects of any proposal that could be used as an anti-takeover device.
This proposal, if adopted and implemented, will result in a relative increase in the number of authorized but unissued
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
38 / 2025 PROXY STATEMENT
QVCGA and QVCGB shares vis-à-vis the outstanding QVCGA and QVCGB shares and could, under certain circumstances,
have an anti-takeover effect, although that is not the purpose or intent of the proposal. A relative increase in the number
of authorized but unissued shares of common stock could have other effects on our stockholders, depending upon the exact
nature and circumstances of any actual issuances of authorized shares. A relative increase in our authorized but unissued
shares of common stock could potentially deter takeovers, including takeovers that our Board of Directors determines
are not in the best interest of our stockholders, in that additional shares could be issued (within the limits imposed by
applicable law) in one or more transactions that could make a change in control or takeover more difficult. Our Board of
Directors is not aware of any attempt to take control of our business and has not considered the reverse stock split to be a
tool to be utilized as a type of anti-takeover device. We currently have no plans, proposals or arrangements to issue any
shares of common stock that would become newly available for issuance as a result of the reverse stock split.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE
REVERSE STOCK SPLIT
The following discussion is a summary of the material U.S. federal income tax consequences of the reverse stock split to
U.S. Holders (as defined below). This summary is based on the Code, the U.S. Treasury regulations promulgated thereunder,
and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which may be
subject to change or differing interpretation. Any such change or differing interpretation may be applied retroactively in a
manner that could adversely affect a U.S. Holder. We have not sought and will not seek any ruling from the Internal Revenue
Service (the IRS) or an opinion from counsel with respect to the U.S. federal income tax consequences discussed below.
There can be no assurance that the tax consequences discussed below would be accepted by the IRS or a court. The tax
treatment of the reverse stock split to holders may vary depending upon a holder’s particular facts and circumstances.
For purposes of this discussion, a U.S. Holder is a beneficial owner of our common stock that, for U.S. federal income tax
purposes, is:
• an individual who is a citizen or resident of the United States;
• a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized
under the laws of the United States, any state thereof, or the District of Columbia;
• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
• a trust if (1) its administration is subject to the primary supervision of a court within the United States and all of its
substantial decisions are subject to the control of one or more “United States persons” (within the meaning of
Section 7701(a)(30) of the Code), or (2) it has a valid election in effect under applicable U.S. Treasury regulations
to be treated as a United States person.
This discussion is limited to U.S. Holders who hold their shares of our common stock as capital assets within the meaning
of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal
income taxation that may be relevant to holders subject to special tax treatment, such as financial institutions, dealers in
securities, insurance companies, foreign persons and tax-exempt entities. In addition, this discussion does not consider the
effects of any other U.S. federal tax laws or any applicable state, local or foreign tax laws and does not consider the
effects with respect to QVCGP or any restricted stock, options or RSUs. If a partnership or other entity or arrangement
classified as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner
thereof will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner
in a partnership holding our common stock, you should consult your tax advisor regarding the tax consequences of the
reverse stock split.
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO ANY U.S. FEDERAL, STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM THAT COULD RESULT FROM THE REVERSE STOCK
SPLIT.
A U.S. Holder generally should not recognize gain or loss upon the reverse stock split, except with respect to cash
received in lieu of a fractional share of our common stock, as discussed below. A U.S. Holder’s aggregate adjusted tax
basis in their shares of our common stock held immediately after the reverse stock split should equal their aggregate
adjusted tax basis of their shares of our common stock held immediately before the reverse stock split (generally reduced
by the amount of such basis that is allocated to any fractional share of our common stock deemed received and exchanged
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
QVC GROUP, INC. / 39
for cash). The U.S. Holder’s holding period in their shares of our common stock held immediately after the reverse stock
split should include the holding period in their shares of our common stock held immediately before the reverse stock split.
U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among shares of our
common stock which were acquired by a stockholder on different dates and at different prices. U.S. Holders of shares of
our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation
of the tax basis and holding period among such shares.
A U.S. Holder who receives cash in lieu of a fractional share of common stock will be treated as first receiving such
fractional share and then receiving cash in exchange for such fractional share. A U.S. Holder generally should recognize
capital gain or loss on such deemed exchange in an amount equal to the difference between the amount of cash received
and the portion of the U.S. Holder’s aggregate adjusted tax basis in the shares of our common stock surrendered that is
allocated to such fractional share. Such capital gain or loss will be treated as long term capital gain or loss if the pre-
reverse stock split shares of our common stock were held by the U.S. Holder for more than one year at the time of the
reverse stock split.
A payment of cash made in lieu of a fractional share of our common stock may, under certain circumstances, be subject
to information reporting and backup withholding. To avoid backup withholding, each U.S. Holder of our common stock that
does not otherwise establish an exemption should furnish on applicable IRS forms (generally, an IRS Form W-9) its
taxpayer identification number and comply with the applicable certification procedures.
Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be allowed as a
credit against the U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required
information is timely furnished to the IRS. U.S. Holders of our common stock should consult their own tax advisors
regarding the application of the information reporting and backup withholding rules to them.
BOARD DISCRETION TO IMPLEMENT THE REVERSE STOCK SPLIT
Our Board of Directors has reserved the right to abandon the proposed amendment to effect the reverse stock split at any
time before the effectiveness of the filing of the Certificate of Amendment with the Delaware Secretary of State, even if
the adoption of the amendment is approved by our stockholders.
PROPOSAL 2—THE REVERSE STOCK SPLIT PROPOSAL
40 / 2025 PROXY STATEMENT
Proposal 3—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,
2025.
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, 2025.
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.
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 RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an
independent firm with few ancillary services and reasonable fees, and has significant industry and
financial reporting expertise.
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 2024 and 2023 and fees billed for other services rendered by KPMG LLP:
2024
2023
Audit fees
$8,971,000
8,591,000
Audit related fees
—
—
Audit and audit related fees
8,971,000
8,591,000
Tax fees(1)
933,000
527,000
Total fees
$9,904,000
9,118,000
(1)
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.
What am I being
asked to vote on
and how should I
vote?
PROPOSAL 3—THE AUDITORS RATIFICATION PROPOSAL
QVC GROUP, INC. / 41
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 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 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 2024 were approved in accordance with the terms of the policy in
place.
PROPOSAL 3—THE AUDITORS RATIFICATION PROPOSAL
42 / 2025 PROXY STATEMENT
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 our 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 the 2024 Form 10-K.
Submitted by the Members of the Audit Committee
M. Ian G. Gilchrist
Fiona P. Dias
Larry E. Romrell
AUDIT COMMITTEE REPORT
QVC GROUP, INC. / 43
Proposal 4—The Say-on-Pay Proposal
We are asking our stockholders to approve, on an advisory basis, the
compensation of our named executive officers as described in this
proxy statement under the heading “Executive Compensation.”
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 Exchange Act. This
advisory vote 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 2024 annual meeting
of stockholders on June 10, 2024 (the 2024 annual meeting), at which stockholders representing a majority 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 2024 annual meeting. At our 2023 annual meeting
of stockholders on June 6, 2023, stockholders elected to hold a say-on-pay vote every year and our Board of Directors
adopted this as the frequency at which future say-on-pay votes would be held. We expect that our next advisory vote on
executive compensation will be held in 2026.
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 2024.
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 2025 annual meeting of stockholders:
“RESOLVED, that the stockholders of QVC Group, 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
The 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 RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because the compensation
structure is aligned with our ultimate goal of appropriately motivating our executives to increase
long-term stockholder value.
What am I being
asked to vote on
and how should I
vote?
PROPOSAL 4—THE SAY-ON-PAY PROPOSAL
44 / 2025 PROXY STATEMENT
Executive Officers
Our March 7, 2025, our company announced that, as part of its ongoing strategy to expand into a live social shopping
company, it is undertaking various organizational and strategic changes. In connection therewith, our company and Liberty
Media intend to begin transitioning various general and administrative services currently provided by Liberty Media to our
company under the services agreement (as defined below) to members of the QVC management team, including legal, tax,
accounting, treasury, information technology, cybersecurity and investor relations support. As part of that transition, all
current officers of our company (with limited exceptions), including Brian J. Wendling, our Principal Financial Officer and
Chief Accounting Officer, will step down from their officer positions, effective March 31, 2025, and these positions will be
assumed by members of the QVC management team, effective as of April 1, 2025. Liberty Media intends to continue to
support our company as needed throughout the transition period.
On March 4, 2025, our Board approved the changes to the executive officers of our company, effective as of April 1, 2025,
including the appointment of Bill Wafford as our Chief Financial Officer and Chief Administrative Officer. Gregory B.
Maffei will continue to serve as Executive Chairman of the Board, David Rawlinson II will continue to serve as the President
and Chief Executive Officer of our company and Renee L. Wilm will continue to serve as Chief Legal Officer of our
company.
The following lists the executive officers of our company as of the date of this proxy statement (other than David
Rawlinson II, our President and Chief Executive Officer, and Gregory B. Maffei, our Executive Chairman of the Board,
each of whom also serve as directors of our company and who are listed under “Proposal 1—The Election of Directors
Proposal”), as well as Bill Wafford, our Chief Financial Officer and Chief Administrative Officer, effective April 1, 2025, their
ages and a description of their business experience, including positions held with our company. All positions referenced
in the table below include, where applicable, positions with the respective company’s predecessors.
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.
Brian J. Wendling
Principal Financial Officer and Chief Accounting Officer
Age: 52
Current Positions
Prior Positions/Experience
• Principal Financial Officer and Chief Accounting Officer of our
company since July 2019 and January 2020, respectively;
Mr. Wendling will resign from these roles effective March 31,
2025
• Principal Financial Officer and Chief Accounting Officer of
Liberty Media and Liberty Broadband since July 2019 and
January 2020, respectively
• Senior Vice President and Chief Financial Officer of Liberty
TripAdvisor since January 2016
• Director of comScore, Inc. since March 2021
• Principal Financial Officer and Chief Accounting Officer of
Atlanta Braves Holdings from December 2022 – August 2024
• Principal Financial Officer and Chief Accounting Officer of
LMAC from November 2020 – December 2022
• Principal Financial Officer and Chief Accounting Officer of
GCI Liberty from July 2019 and January 2020, respectively –
December 2020
• Senior Vice President and Controller of each of our company,
Liberty Media and Liberty Broadband from January 2016 –
December 2019 and GCI Liberty from March 2018 –
December 2019
• Senior Vice President and Controller of Liberty TripAdvisor
from August 2014 – December 2015
• Senior Vice President of Liberty Expedia from March 2016 –
July 2019
• Vice President and Controller of our company from
November 2011 – December 2015, Liberty Media from
November 2011 – December 2015 and Liberty Broadband
from October 2014 – December 2015
• Various positions with Liberty Media and QVC Group since
1999
EXECUTIVE OFFICERS
QVC GROUP, INC. / 45
Renee L. Wilm
Chief Legal Officer and Chief Administrative Officer
Age: 51
Current Positions
Prior Positions/Experience
• Chief Legal Officer and Chief Administrative Officer of our
company since September 2019 and January 2021, respectively;
Ms. Wilm will resign from the Chief Administrative Officer role
effective March 31, 2025, but will continue as Chief Legal Officer
• Chief Legal Officer and Chief Administrative Officer of Liberty
Media, Liberty TripAdvisor and Liberty Broadband since
September 2019 and January 2021, respectively
• Chief Executive Officer of Las Vegas Grand Prix, Inc. from
January 2022 – February 2025
• Chief Legal Officer and Chief Administrative Officer of Atlanta
Braves Holdings from December 2022 – August 2024
• Chief Legal Officer and Chief Administrative Officer of LMAC from
November 2020 – December 2022 and January 2021 – December
2022, respectively
• Director of LMAC from January 2021 – December 2022
• Chief Legal Officer of GCI Liberty from September 2019 –
December 2020
• Prior to September 2019, 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; while at
Baker Botts L.L.P., was a member of the Executive Committee, the
East Coast Corporate Department Chair and Partner-in-Charge of
the New York office
Bill Wafford
Chief Financial Officer and Chief Administrative Officer
(effective April 1, 2025)
Age: 53
Current/In-Coming Positions
Prior Positions/Experience
• Chief Financial Officer and Chief Administrative Officer of our
company, effective April 1, 2025
• Chief Financial Officer and Chief Administrative Officer of
QVC since March 2023 and April 2024, respectively
• Director of Jushi Holdings Inc. since October 2022
• Chief Financial Officer of Everlane, Inc., a fashion retailer
from February 2022 – March 2023
• Chief Financial Officer of Next Frontier Brands, Inc., a
consumer packaged goods company, from July 2021 –
January 2022
• Chief Financial Officer of Thrasio, LLC, a global consumer
goods company, from April 2021 – July 2021
• Chief Financial Officer of JCPenney, a retail company, from
April 2019 – April 2021. JCPenney filed for Chapter 11
bankruptcy protection in May 2020 and successfully emerged
from bankruptcy in December 2020.
• Chief Financial Officer of Vitamin Shoppe, Inc. a specialty
retailer of nutritional products, from July 2017 – April 2019
EXECUTIVE OFFICERS
46 / 2025 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
Chairman of the Board
DAVID RAWLINSON II
President and Chief
Executive Officer
BRIAN J. WENDLING
Chief Accounting Officer
and Principal Financial
Officer
RENEE L. WILM
Chief Legal Officer and
Chief Administrative Officer
Compensation Philosophy
Our compensation 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.
WHAT WE DO
WHAT WE DO NOT DO
• A significant portion of compensation is at-risk and
performance-based.
• Performance targets for our executives support the
long-term growth of our company.
• We have a clawback policy and clawback provisions for
equity-based incentive compensation.
• Our compensation practices do not encourage
excessive risk taking.
• We do not provide tax gross-up payments in
connection with taxable income from perquisites.
• We do not engage in liberal share recycling.
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
multiple years after initial grant and equity awards that are performance-based.
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 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 2024 annual meeting, stockholders
representing a majority of the aggregate voting power of QVC Group 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 2024 annual
meeting. No material changes were implemented to our executive compensation program as a result of this vote. At our 2023
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 47
annual stockholder meeting, stockholders elected to hold a say-on-pay vote every year and our Board of Directors
adopted this as the frequency at which future say-on-pay votes would be held. At the 2025 annual meeting, we are submitting
for consideration a proposal to approve, on an advisory basis, our executive compensation. See “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). In December 2019, the services agreement was amended (the amended services agreement) in
connection with Liberty Media entering into a new five-year employment agreement with Mr. Maffei (the 2019 Maffei
Employment Agreement). Under the amended services agreement, our company established, and paid or granted directly
to Mr. Maffei, our allocable portion of his annual performance-based cash bonus, his annual equity-based awards and
his Upfront Awards (as defined below), and we reimbursed Liberty Media for our allocable portion of the other components
of Mr. Maffei’s compensation, which are described in more detail below in “—Executive Compensation Arrangements—
Gregory B. Maffei—2019 Maffei Employment Agreement.” Under the 2019 Maffei Employment Agreement, Mr. Maffei’s
compensation was allocated across Liberty Media, our company and each of Liberty Broadband, Liberty TripAdvisor and,
following its split-off from Liberty Media and until its August 2024 change in management, Atlanta Braves Holdings
(each a Service Company, or, collectively the Service Companies), based on two factors, each weighted 50%: (i) the
relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation
of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all
companies, unless a different allocation method was agreed. Our allocable portion of Mr. Maffei’s annual compensation was
10% in 2024. Pursuant to the amended services agreement, in 2024, we also reimbursed Liberty Media for the portion of
the base salary and certain other compensation Liberty Media paid to our other employees, other than Messrs. Maffei and
Rawlinson, that was allocable to us for estimated time spent by each such employee related to our company. All of
Mr. Rawlinson’s compensation was paid by QVC and none of his time was allocated to Liberty Media because Mr. Rawlinson
did not provide any services to Liberty Media in 2024. The 2024 performance-based bonuses earned by the named
executive officers of our company were paid directly by our company. During 2024, 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 and certain perquisite information included in the
“Summary Compensation Table” below (other than with respect to Mr. Rawlinson, 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 or any of the other Service Companies. During
the year ended December 31, 2024, the weighted average percentage of each such named executive officer’s time that
was allocated to our company was: Mr. Wendling—19% and Ms. Wilm—3%.
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 amended 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.
EXECUTIVE COMPENSATION
48 / 2025 PROXY STATEMENT
SETTING EXECUTIVE COMPENSATION
Pay-Setting
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 retail and commerce industries and periodic use of survey information
provided by Mercer (US), Inc. and FW Cook; and
• the performance of the group reporting to the named executive officer.
In addition, when setting compensation, our compensation committee considered the recommendations obtained from
Mr. Maffei as to all elements of the compensation packages of Messrs. Rawlinson and Wendling and Ms. Wilm. To make
these recommendations, Mr. Maffei evaluated the performance and contributions of each such named executive officer. He
also considered whether the pay packages afforded to such named executive officers were competitive and were aligned
internally. He also evaluated the named executive officer’s performance against individual, department and corporate goals.
In December 2019, our compensation committee approved the amended services agreement, which established the
terms and conditions of our allocable portion of Mr. Maffei’s compensation through December 31, 2024. See “—Services
Agreement” above. 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 comparable
retailers and e-commerce companies.
In July 2021, our compensation committee approved an employment agreement with Mr. Rawlinson that ran through
December 31, 2024 (the Rawlinson Employment Agreement) and granted equity awards in connection with the execution
of the Rawlinson Employment Agreement. On December 27, 2024, we entered into a letter agreement with Mr. Rawlinson
that extended the term of his employment with our company under the Rawlinson Employment Agreement through
February 28, 2025 while a new employment arrangement with Mr. Rawlinson was negotiated (the Rawlinson Extension
Letter). On February 27, 2025, we entered into a new employment agreement with Mr. Rawlinson (the 2025 Rawlinson
Employment Agreement). Prior to our compensation committee’s approval of the Rawlinson Employment Agreement,
our compensation committee reviewed relevant comparable CEO cash and equity compensation components as a reference
point for the proposed new compensation arrangements and considered the recommendation of Mr. Maffei with respect
to Mr. Rawlinson’s annual compensation package, which had been structured giving consideration to components of cash
and equity compensation paid to CEOs of comparable retailers and e-commerce companies. Based on this review, our
compensation committee determined to confirm and approve the proposed arrangements. Prior to our compensation
committee’s approval of the 2025 Rawlinson Employment Agreement, our compensation committee engaged Meridian, an
independent and experienced compensation consultant, to assist in determining Mr. Rawlinson’s compensation package
for the term of the 2025 Rawlinson Employment Agreement. See “—Executive Compensation Arrangements—David
Rawlinson II” for a description of the Rawlinson Employment Agreement and “—Changes for 2025” for a description of the
2025 Rawlinson Employment Agreement.
ELEMENTS OF 2024 EXECUTIVE COMPENSATION
For 2024, the principal components of compensation for the named executive officers were:
• base salary;
• a performance-based bonus, payable in cash;
• performance-based restricted stock units; and
• perquisites and other limited personal benefits.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 49
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
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, which was set by the terms of 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 2023, the 2024 base salaries of Mr. Wendling and Ms. Wilm were
increased by 27% and 25%, respectively, reflecting an increase in responsibilities and a cost-of-living adjustment, along
with an alignment based on market analysis of comparable positions. For 2024, Mr. Maffei’s salary remained at $3,000,000
as prescribed by the 2019 Maffei Employment Agreement and the portion of Mr. Maffei’s salary allocated to our company
was 10%, or $300,000. For 2024, Mr. Rawlinson’s base salary was $1,250,000 per the terms of the Rawlinson 2021
Employment Agreement.
2024 PERFORMANCE-BASED BONUSES
Overview. For 2024, our compensation committee adopted an annual, performance-based bonus program for each of
Messrs. Maffei and Wendling and Ms. Wilm. Mr. Rawlinson participated in a separate performance-based bonus program,
described under “—QVC Bonus Award” below. The 2024 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, Liberty Media, Liberty TripAdvisor, Liberty Broadband
and Atlanta Braves Holdings (the Corporate Performance Bonus). As a result of the August 2024 change in management
at Atlanta Braves Holdings, our compensation committee determined that achievement of the Corporate Performance
Bonus should be based on the corporate performance of our company, Liberty Media, Liberty TripAdvisor and Liberty
Broadband only.
Individual Performance Bonus
(60% weighting)
Corporate Performance Bonus
(40% weighting)
• Based on each named executive officers’
personal, department and corporate
related goals
• Named executive officer provided a
self-evaluation of their achievements, and
in the case of Mr. Wendling and Ms. Wilm,
Mr. Maffei also provided an evaluation
• Compensation committee reviewed goals,
evaluations and achievements before
approving a specific payout for each
named executive officer
ANNUAL
PERFORMANCE
BONUS
• 30% based on consolidated financial
results of all subsidiaries and major
investments within our company, Liberty
Media, Liberty TripAdvisor and Liberty
Broadband
◦10% based on consolidated revenue
results
◦10% based on consolidated Adjusted
OIBDA results
◦10% based on consolidated free cash
flow results
• 10% based on corporate level
achievements such as merger and
acquisition activity, investments, financings,
SEC/audit compliance, litigation
management and tax compliance
Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under the
performance-based bonus program equal to $17 million in the aggregate for Liberty Media, our company and each of the
other Service Companies. That bonus amount was split among, and payable directly by, our company, Liberty Media
and each of the other Service Companies, with payment subject to the achievement of one or more performance metrics
as determined by the applicable company’s compensation committee. In 2024, the portion of Mr. Maffei’s aggregate target
EXECUTIVE COMPENSATION
50 / 2025 PROXY STATEMENT
bonus amount allocated to our company was 10% or $1,700,000. The portions of Mr. Maffei’s aggregate target bonus
amount allocated to each of Liberty Media, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings pursuant
to the amended services agreements were 54% (or $9,180,000), 23% (or $3,910,000), 5% (or $850,000), and 8% (or
$1,360,000), respectively.
Messrs. Maffei and Wendling and Ms. Wilm were assigned in March 2024 a maximum bonus opportunity under the
performance-based bonus program, which would be allocated to each of our company, Liberty Media, Liberty Broadband,
Liberty TripAdvisor and Atlanta Braves Holdings in the same percentage as the allocation for Mr. Maffei’s target bonus
opportunity (the Maximum Performance Bonus). The portion of the Maximum Performance Bonus allocated to the QVC
Group program was $3,400,000, $165,000 and $300,000 for Messrs. Maffei and Wendling and Ms. Wilm, respectively
(the QVC Group Maximum Performance Bonus). The QVC Group Maximum Performance Bonus amounts are up to 200%
of Mr. Maffei’s target annual bonus allocated to our company under the 2019 Maffei Employment Agreement and our
company’s allocable portion of up to 200% of base pay for each of Mr. Wendling and Ms. Wilm. The portion of the Maximum
Performance Bonus allocated to Liberty Media, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings was
$18,360,000, $7,820,000, $1,700,000 and $2,720,000, respectively, for Mr. Maffei, $891,000, $379,500, $82,500 and
$132,000, respectively, for Mr. Wendling and $1,620,000, $690,000, $150,000 and $240,000, respectively, for Ms. Wilm.
Each participant was entitled to receive from our company an amount (the QVC Group Maximum Individual Bonus) equal
to 60% of the QVC Group Maximum Performance Bonus for that participant. The QVC Group 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 the corollary programs of
Liberty Media and the other Service Companies, each participant was entitled to receive from Liberty Media and the other
Service Companies a maximum individual bonus equal to 60% of his or her Maximum Performance Bonus allocable to
Liberty Media and each other Service Company 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 and the other Service Companies. Our compensation committee believes this construct was appropriate in
light of the amended services agreement and the fact that each participant splits his or her professional time and duties.
Each participant was entitled to receive from our company an amount (the QVC Group Maximum Corporate Bonus) equal
to 40% of his or her QVC Group Maximum Performance Bonus, of which 30% would be based on a determination of the
consolidated corporate performance of our company, Liberty Media and the other Service Companies and 10% would be
based on corporate-level achievements. Under the corollary programs of Liberty Media and the other Service Companies,
each participant was entitled to receive from Liberty Media and the other Service Companies a bonus that is 40% of each
of Liberty Media’s and the other Service Companies’ allocable portion of the Maximum Performance Bonus, which were
based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service
Companies and a determination of corporate-level achievements.
In connection with the August 2024 change in management at Atlanta Braves Holdings, the Atlanta Braves Holdings
compensation committee determined that the portion of Mr. Maffei’s and our other named executive officer’s annual bonuses
allocated to Atlanta Braves Holdings would be deemed achieved at the target level of performance and that such bonus
would be paid in December 2024 and our compensation committee determined that the achievement of the Corporate
Performance Bonus should be based on the corporate performance of our company, Liberty Media, Liberty TripAdvisor and
Liberty Broadband. In December 2024, our compensation committee, the Liberty Media compensation committee and
the compensation committees of Liberty Broadband and Liberty TripAdvisor reviewed contemporaneously our respective
named executive officers’ individual performance and consolidated corporate 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.
Individual Performance Bonus. Our compensation committee reviewed the individual performance of each participant
to determine the reductions that would apply to each participant’s QVC Group 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 to 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 QVC Group Maximum Individual Bonus, the following performance objectives related to our company
which had been assigned to each participant for 2024 were considered:
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 51
GREGORY B. MAFFEI
Chairman of the Board
Performance Objectives:
• Provide leadership to QVC Group to drive financial
improvement
• Manage debt at all levels of the capital structure;
execute capital allocation strategies
• Support professional development and goals of
management team, corporate development group and
investor relations team
• Continue development of sustainability program
BRIAN J. WENDLING
Chief Accounting Officer and Principal Financial Officer
Performance Objectives:
• Ensure timely and accurate internal and external
financial reports
• Maintain a robust control environment at the
corporate and subsidiary levels
• Monitor progress of Project Athens and other
initiatives and company’s transition to post Athens
activities
• Strengthen the QVC Group accounting and finance
department, including transition of the SVP Controller
role
• Continue to improve cybersecurity profile and ensure
successful implementation of SEC cybersecurity
rules
RENEE L. WILM
Chief Legal Officer and Chief Administrative Officer
Performance Objectives:
• Evaluate and help drive strategic opportunities and
operational initiatives; provide legal support for
execution of selected opportunities
• Evaluate and help drive optimization of capital
structure and liquidity solutions; provide legal and
execution support for select opportunities
• Provide legal support with regard to management of
litigation, government investigations, corporate
matters and compliance matters
• Continue to refine government affairs program
• Manage executive compensation arrangements,
equity award programs and HR function
• Develop inhouse legal talent and provide support to
other departments’ professional development efforts
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 QVC Group Maximum
Individual Bonus:
Name
QVC Group
Maximum Individual
Bonus
Percentage Payable
Aggregate
Dollar Amount
Gregory B. Maffei
$2,040,000
75.0%
$1,530,000
Brian J. Wendling
$
99,000
87.5%
$
86,625
Renee L. Wilm
$
180,000
75.0%
$
135,000
Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if any, that
would be payable to each participant for his or her QVC Group Maximum Corporate Bonus, a portion of which is attributable
to consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is
attributable to corporate-level achievements. In making this determination, our compensation committee reviewed forecasts
of 2024 Adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for QVC, HSN, Inc.,
EXECUTIVE COMPENSATION
52 / 2025 PROXY STATEMENT
Cornerstone Brands, Inc., Formula 1, Quint Events, LLC, GCI Holdings, LLC and proportionate shares of Live Nation,
Charter and Tripadvisor (collectively, the Operating Companies), all of which forecasts were prepared in December 2024
and are set forth in the table below. Also set forth in the table below are the corresponding actual financial measures
achieved for 2024, which deviated from our forecasts as indicated below. Although forecasted revenue, Adjusted OIBDA
and free cash flow deviated from the actual result, none of the deviations would have materially affected the amounts paid
under the Corporate Performance Bonus portion of the program. When the budget was prepared in March 2024, Sirius XM
and Braves Holdings, LLC were considered part of the Operating Companies; however, our compensation committee and
the compensation committees of Liberty Media, Liberty TripAdvisor and Liberty Broadband determined that, due to the
split-off of the Sirius XM Group from Liberty Media, Sirius XM should be removed from the group of Operating Companies
and that, due to the change in management at Atlanta Braves Holdings, Braves Holdings, LLC should be removed from
the Operating Companies.
For purposes of the bonus program, Adjusted OIBDA is defined as operating income (loss) plus depreciation and
amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including
acquisition, restructuring, integration, and advisory fees), impairments and fire related costs. Live Nation, Charter, and
Tripadvisor do not report Adjusted OIBDA information. As a result, in order to determine their financial results, we used the
most similar non-GAAP measures reported by each of these companies. We used Adjusted EBITDA as reported by
Charter and Tripadvisor and Adjusted Operating Income, or AOI, as reported by Live Nation. For a definition of Adjusted
EBITDA as defined by Charter, see Charter’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on
January 31, 2025. For a definition of Adjusted EBITDA as defined by Tripadvisor, see Tripadvisor’s Annual Report on
Form 10-K for the year ended December 31, 2024, filed on February 20, 2025. For a definition of AOI as defined by Live
Nation, see Live Nation’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 21, 2025.
(dollar amounts in millions)
2024 Forecast
2024 Actual
Actual /
Forecast
Revenue(1)
$39,889
$39,900
0.03%
Adjusted OIBDA(1)
$10,343
$10,288
(0.53)%
Free Cash Flow(1)(2)
$ 2,867
$ 2,702
(5.76)%
(1)
Revenue, Adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All
calculations were performed 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.
Based on a review of the above forecasts and consideration of Operating Company performance against plan for these
financial measures by the compensation committees of our company, Liberty Media, Liberty Broadband and Liberty
TripAdvisor, the compensation committees determined that the financial measures relating to the Operating Companies
were achieved to the extent described below:
Financial Measure
Percentage Payable
Revenue(1)
5% of a possible 10%
Adjusted OIBDA(1)
6% of a possible 10%
Free Cash Flow(1)(2)
9% of a possible 10%
Percentage payable was based on 2024 forecasted financial measures compared to 2024 budgeted financial measures,
with a 7% possible payout if forecasted financial measures equaled budgeted financial measures, and a payout range of 0%
to 10% if forecasted financial measures were less than or greater than budgeted financial measures. Our compensation
committee then translated the achievement of these financial measures into a percentage payable (20% of a possible 30%,
or 66.67%) to each participant of his or her QVC Group Maximum Corporate Bonus related to financial measures, as
follows:
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 53
Name
QVC Group
Maximum
Corporate
Bonus Related
to Financial
Measures
Percentage
Payable
Aggregate
Dollar Amount
Gregory B. Maffei
$1,020,000
66.67%
$680,000
Brian J. Wendling
$
49,500
66.67%
$ 33,000
Renee L. Wilm
$
90,000
66.67%
$ 60,000
In December 2024, our compensation committee considered combined corporate-level achievements for our company,
Liberty Media and each of the other Service Companies (other than Atlanta Braves Holdings), in determining that 9% of a
possible 10% of a portion of the QVC Group Maximum Corporate Bonus would be payable to each participant. In
making this determination, the compensation committee considered merger and acquisition activity, investments, financings,
SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated
to the following payment for each participant:
Name
QVC Group
Maximum
Corporate Bonus
Related to
Corporate-Level
Achievements
Percentage
Payable
Aggregate
Dollar Amount
Gregory B. Maffei
$340,000
90%
$306,000
Brian J. Wendling
$ 16,500
90%
$ 14,850
Renee L. Wilm
$ 30,000
90%
$ 27,000
Aggregate Results. The following table presents information concerning the aggregate 2024 performance-based bonus
amounts payable to each named executive officer by our company (other than Mr. Rawlinson), after giving effect to the
determinations described above.
Name
Individual
Performance
Bonus
Corporate
Performance
Bonus Related to
Financial Measures
Corporate
Performance Bonus
Related to Corporate-
Level Achievements
Total Bonus
Gregory B. Maffei
$1,530,000
$680,000
$306,000
$2,516,000
Brian J. Wendling
$
86,625
$ 33,000
$ 14,850
$
134,475
Renee L. Wilm
$
135,000
$ 60,000
$ 27,000
$
222,000
Our compensation committee then noted that, when combined with the total 2024 performance-based bonus amounts
paid by Liberty Media and the other Service Companies (including the bonus paid by Atlanta Braves Holdings) to the
overlapping named executive officers, Messrs. Maffei and Wendling and Ms. Wilm received $18,659,476, $1,344,750 and
$2,220,000, respectively. For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards”
table below.
QVC Bonus Award.
Mr. Rawlinson’s 2024 performance-based bonus was structured to align with the 2024 performance-based bonus program
established at QVC for QVC senior global officers. Pursuant to the program, Mr. Rawlinson was paid a cash bonus based
50% upon 2024 Revenue and 50% upon 2024 Adjusted OIBDA (in each case for QVC, HSN, Inc. and Cornerstone Brands,
Inc.) performance on a constant currency basis. His target bonus amount was 125% of his base salary and his maximum
bonus amount was 200% of his base salary, as required by the terms of his employment agreement.
For any bonus to be paid based on Revenue and Adjusted OIBDA, respectively, 2024 Revenue would need to equal or
exceed $10,097.55 million and 2024 Adjusted OIBDA would need to equal or exceed $1,099.05 million. 2024 Revenue was
$10,088 million, which did not exceed the threshold for receiving a bonus payment. 2024 Adjusted OIBDA was
$1,145 million, which exceeded the threshold for receiving a bonus payment. As a result, Mr. Rawlinson received 0% of
EXECUTIVE COMPENSATION
54 / 2025 PROXY STATEMENT
the portion of his target bonus attributable to 2024 Revenue, or $0, and 62% of the portion of his target bonus attributable
to 2024 Adjusted OIBDA, or $483,171. In the aggregate, Mr. Rawlinson’s 2024 performance-based bonus equaled
$483,171, or 39% of his base salary.
EQUITY INCENTIVE COMPENSATION
The 2020 incentive plan provides, and the QVC Group, Inc. 2016 Omnibus Incentive Plan, as amended (the 2016 incentive
plan), before its replacement by the 2020 incentive plan, and the Liberty Interactive Corporation 2012 Incentive Plan (the
QVC Group, Inc. 2012 Incentive Plan) (as amended), before its expiration, provided, for the grant of a variety of incentive
awards, including stock options, restricted shares, RSUs, SARs and performance awards. Subject to share availability
considerations, 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. The 2020 incentive plan will expire on May 21, 2025.
In consultation with the compensation committees of each of Liberty Media and the other Service Companies, our
compensation committee determined that each of our company, Liberty Media and the other Service Companies would
grant a proportionate share of the aggregate equity grant value to each named executive officer other than Mr. Rawlinson,
who receives equity awards from our company only, for their service to our company and each of Liberty Media and the
other Service Companies. With respect to the awards made to Mr. Wendling and Ms. Wilm, the proportionate share for each
company was determined based 50% on relative market capitalization and 50% on relative time spent by Liberty Media’s
employees working for such issuer. With respect to awards made to Mr. Maffei, the 2019 Maffei Employment Agreement
provides that Mr. Maffei’s aggregate annual equity award value were to be granted across Liberty Media and the Service
Companies by Liberty Media’s compensation committee, our compensation committee and the compensation committees
of Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings based on two factors, each weighted 50%: (i) the
relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation
of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all
companies, unless a different allocation method is agreed.
Annual Equity Awards
Maffei Annual Equity Awards. The 2019 Maffei Employment Agreement provided Mr. Maffei with the opportunity to earn
annual equity awards during the employment term. See “—Executive Compensation Arrangements—Gregory B. Maffei—
Annual Awards” for additional information about the annual awards provided under the 2019 Maffei Employment Agreement.
When structuring the 2019 Maffei Employment Agreement, to further align Mr. Maffei’s interests with those of the other
stockholders, the compensation committee structured his annual equity award grants as either option awards or performance-
based restricted stock units with meaningful payout metrics determined annually. This structure was designed to provide
for alignment of interests with our company’s stockholders and flexibility to the compensation committee to incent
achievement of strategic objectives that may change or evolve over the term of the agreement.
The 2019 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from our company, Liberty Media
and the other Service Companies in 2024 a combined target value equity award of $17.5 million comprised of time-
vested stock options, performance-based restricted stock units or a combination of award types, at Mr. Maffei’s election.
In 2024, our compensation committee granted performance-based RSUs to Mr. Maffei in satisfaction of our obligations
under the 2019 Maffei Employment Agreement for 10% of Mr. Maffei’s aggregate annual equity award value for 2024, or
$1,750,000. Our compensation committee believed that Mr. Maffei’s RSU grants should be subject to performance
metrics that incentivized and rewarded Mr. Maffei for successful completion of our company’s strategic initiatives.
As a result, our compensation committee granted to Mr. Maffei 295,608 performance-based RSUs with respect to QVCGB
shares (the 2024 Maffei RSUs). Our compensation committee granted to Mr. Maffei the 2024 Maffei RSUs on March 5,
2024, which would vest only upon attainment of the performance objectives described below.
Our compensation committee reviewed the financial performance of our company along with the personal performance of
Mr. Maffei. Based on the compensation committee’s assessment of his individual performance against the goals
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 55
established in connection with the performance cash bonus program and general observation of his leadership and
executive performance, our compensation committee approved vesting of all of the 2024 Maffei RSUs previously granted
to Mr. Maffei.
For more information regarding Mr. Maffei’s equity awards as provided in the 2019 Maffei Employment Agreement, see
the “Grants of Plan-Based Awards” table below and “Executive Compensation—Compensation Discussion and Analysis—
Elements of 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual
Equity Awards” in Liberty Media’s Definitive Proxy Statement on Schedule 14A with respect to its 2025 annual meeting of
stockholders; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2024 Executive
Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Liberty
TripAdvisor’s Annual Report on Form 10-K/A for the year ended December 31, 2024; “Executive Compensation—
Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—
Annual Equity Awards—Maffei Annual Equity Awards” in Liberty Broadband’s Definitive Proxy Statement on Schedule 14A
with respect to its 2025 annual meeting of stockholders; and “Executive Compensation—Compensation Discussion and
Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Former Executives” in Atlanta
Brave’s Holdings Definitive Proxy Statement on Schedule 14A with respect to its 2025 annual meeting of stockholders.
Chief Performance-based RSU Awards. Due to share consideration concerns, our compensation committee granted
98,668 and 192,523 QVCGA annual performance-based cash-settled RSUs to Mr. Wendling and Ms. Wilm, respectively, on
March 5, 2024 (collectively, the 2024 Chief RSUs), which would vest subject to the satisfaction of the performance
objectives described below.
Our compensation committee adopted an annual, performance-based program for payment of the 2024 Chief RSUs and
reviewed each named executive officer’s performance against that performance program to determine what portion of the
award would be paid. Our compensation committee reviewed the 2024 personal performance of Mr. Wendling and
Ms. Wilm, including their individual performance against the goals established in connection with the performance cash
bonus program and a general observation of their leadership and executive performance. Our compensation committee then
approved vesting in full of the 2024 Chief RSUs previously granted to Mr. Wendling and Ms. Wilm.
QVC CEO RSUs. Pursuant to the Rawlinson Employment Agreement, Mr. Rawlinson was eligible for an annual $4 million
grant of performance-based RSUs with respect to QVCGA stock. Accordingly, our compensation committee granted to
Mr. Rawlinson 3,738,318 QVCGA performance-based RSUs on March 5, 2024 (the 2024 Rawlinson RSUs), which
would vest subject to the satisfaction of the performance objectives described below.
Our compensation committee adopted an annual, performance-based program for payment of the 2024 Rawlinson RSUs.
As set forth in the Rawlinson Employment Agreement, the number of 2024 Rawlinson RSUs that would vest was based
60% on objective performance criteria and 40% on subjective performance criteria. Regarding the objective portion of the
performance-based RSUs, none of the 2024 Rawlinson RSUs would vest unless 2024 Adjusted OIBDA equaled or exceeded
$1,099.05 million. For purposes of the 2024 Rawlinson RSUs, 2024 Adjusted OIBDA was defined in the same manner as
the cash performance bonus program for Mr. Rawlinson. See “—Elements of 2024 Executive Compensation—2024
Performance-based Bonuses—QVC Bonus Award” above.
After review of our company’s 2024 Adjusted OIBDA results, our compensation committee determined and certified that
60% of the amount of 2024 Rawlinson RSUs related to objective performance criteria could be paid to Mr. Rawlinson. In
addition, our compensation committee reviewed the personal performance self-evaluation of Mr. Rawlinson and adopted the
recommendation of Mr. Maffei as to the payout of the subjective portion of the 2024 Rawlinson RSUs. Mr. Maffei
recommended 100% payout of the amount of 2024 Rawlinson RSUs related to subjective performance criteria. Based on
the combined subjective and objective performance criteria, our compensation committee determined to vest 76% of the
2024 Rawlinson RSUs, or 2,841,121 RSUs.
Multiyear Equity Awards
Maffei Restricted Share Award. In June 2021, pursuant to the Waiver Letter and Amendment of 2019 Maffei Employment
Agreement dated June 3, 2021 between Liberty Media and Mr. Maffei (the Letter Agreement), Mr. Maffei received a
grant of 1,101,321 QVCGB restricted shares, 50% of which vested on December 10, 2024 and 50% of which was scheduled
to vest on the fifth anniversary of the grant date (the 2021 Maffei Restricted Share Award). Because our company and
Mr. Maffei did not enter into a new arrangement governing the terms of his employment by December 15, 2024, the
remaining 50% of the 2021 Maffei Restricted Share Award that were unvested at such time vested on December 31, 2024,
EXECUTIVE COMPENSATION
56 / 2025 PROXY STATEMENT
per the terms of the 2021 Maffei Restricted Share Award agreement. See “Certain Relationships and Related Party
Transactions—Waiver Letter and Amendment of 2019 Maffei Employment Agreement,” for more information on the 2021
Maffei Restricted Share Award.
Chief Multiyear Awards. In the past, our compensation committee has made larger stock option grants (equaling
approximately three to four years’ value of the named executive officer’s annual grants) that vest between two and four years
after grant, rather than making annual grants over the same period. These multiyear grants provided for delayed vesting
and generally expired seven years after grant to encourage executives to remain with our company over the long-term and
to better align their interests with those of the stockholders.
As part of Liberty Media’s December 2023 grant of multiyear awards, Liberty Media granted to each of Mr. Wendling and
Ms. Wilm a multiyear stock option award and a multiyear RSU award, in each case, with respect to Liberty Media common
stock. Our company reimbursed Liberty Media for a portion of the grant date fair value of Mr. Wendling’s and Ms. Wilm’s
awards (approximately $333,832 and $651,380, respectively), which reimbursements were paid quarterly over 2024. For
more information regarding the multiyear stock option awards and multiyear RSU awards Liberty Media granted to
Mr. Wendling and Ms. Wilm, see the “Executive Compensation—Compensation Discussion and Analysis—Elements of
2024 Executive Compensation—Equity Incentive Compensation—Multiyear Equity Awards—Chief Multiyear Awards” in
Liberty Media’s Definitive Proxy Statement on Schedule 14A with respect to its 2025 annual meeting of stockholders.
QVC CEO Multiyear Awards. In line with the philosophy described in “—Chief Multiyear Awards” above, in connection
with entering into, and pursuant to the terms of, the Rawlinson Employment Agreement, Mr. Rawlinson was entitled to two
upfront equity awards. In August 2021, Mr. Rawlinson received a grant of options to purchase 1,185,053 QVCGA shares
with an exercise price of $10.50, of which 50% vested on each of December 31, 2023 and December 31, 2024 (the 2021
Rawlinson Term Options). Such options expire on the seventh anniversary of the grant date. Also in August 2021,
Mr. Rawlinson received a grant of 508,865 QVCGA RSUs, of which 13% vested on December 10, 2021, and 29% vested
on each of December 10, 2022, December 10, 2023 and December 10, 2024 (the 2021 Rawlinson Term RSUs). See the
“Outstanding Equity Awards at Fiscal Year-End” table below for more information about the 2021 Rawlinson Term Options.
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); and
• 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.
Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits.
We have not provided gross-up payments to our executives in connection with any such taxable income incurred during the
past three years.
Aircraft Usage. On occasion, and with the appropriate approvals, 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 were permitted to 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 was entitled to 120 hours
in 2024 of personal flight time. During 2024, pursuant to November 11, 2015 and December 13, 2019 letter agreements
between Liberty Media and Mr. Maffei, Mr. Maffei was entitled to 50 additional hours per year of personal flight time if he
reimbursed Liberty Media for such usage. Mr. Maffei incurred 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 incurred taxable
income at the SIFL rates minus amounts paid under time sharing agreements with Liberty Media for travel. Flights where
there were no passengers on company-owned aircraft were not charged against the 120 hours of personal flight time allotted
to Mr. Maffei for 2024 if the flight department determined that the use of a NetJets, Inc. supplied aircraft for a proposed
personal flight would have been 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
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 57
company-owned aircraft. Mr. Maffei’s entitlement to personal flight time ended on December 31, 2024, in connection with
Mr. Maffei stepping down from Liberty Media.
For disclosure purposes, we determine the aggregate incremental cost to our 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 our 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 paid Liberty Media for any costs, calculated in
accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Maffei’s use of Liberty Media’s corporate
aircraft for our company’s business matters along with the approved personal use of Liberty Media’s corporate aircraft
that were 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 50 additional hours of personal flight
time and such costs included 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 was valued using a
method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates was
typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of
2004, the amount we were permitted to deduct for U.S. federal income tax purposes for a purely personal flight was limited
to the amount included in the taxable income of the executives who took the flight. Also, the deductibility of any non-
business use was 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.
CHANGES FOR 2025
On February 27, 2025, we entered into the 2025 Rawlinson Employment Agreement, as described below. Terms defined
herein are intended to be used in this “Changes for 2025” section only.
The 2025 Rawlinson Employment Agreement has a stated expiration date of December 31, 2027 (the Initial Term), which
may be extended for an additional year if mutually agreed (together with the Initial Term, the Term).
Base Salary; Annual Cash Bonus. Mr. Rawlinson will receive an annual base salary of $1.75 million, retroactive to
January 1, 2025. Mr. Rawlinson will be eligible to receive an annual cash bonus during each year of the Term, which annual
cash bonus, at the target level of performance, will equal 200% of his annual base salary. Mr. Rawlinson’s maximum
annual cash bonus will be capped at 300% of his annual base salary each year.
Retention Bonus. Mr. Rawlinson will receive a retention bonus of $2,250,000, which will be subject to repayment on a
pro-rated, after-tax basis in the event Mr. Rawlinson is terminated for Cause or terminates his employment without Good
Reason (each as defined in the 2025 Rawlinson Employment Agreement), in either case, prior to the end of the Initial Term.
Term Restricted Stock Units. Subject to Mr. Rawlinson’s continued employment through the date of grant (which is
expected to occur in March, 2025), Mr. Rawlinson will receive a grant of restricted stock units with respect to shares of
QVCGA with a grant date fair value of $6,000,000 (the Term Restricted Stock Units). The Term Restricted Stock Units
will vest one-third on each of December 10, 2025, December 10, 2026, and December 10, 2027, in each case, subject to
Mr. Rawlinson remaining employed by QVC Group or a subsidiary through the applicable vesting date.
EXECUTIVE COMPENSATION
58 / 2025 PROXY STATEMENT
Multiyear Performance Award. Subject to Mr. Rawlinson’s continued employment through the date of grant (which is
expected to occur in March, 2025), Mr. Rawlinson will receive a long-term cash award with a target grant date value equal
to $15 million (the Performance Award), which can be earned and vest in three equal tranches. Vesting of the
Performance Award, which can be earned between 50% and 200% of target, will be subject to the performance of the
QVCGA stock price over three individual performance periods, by reference to the change in the QVCGA stock price at the
beginning of the period and the end of the period, as described in more detail in the award agreement attached as an
exhibit to the 2025 Rawlinson Employment Agreement, and Mr. Rawlinson remaining employed by QVC Group or a
subsidiary through the date the level of achievement of the applicable performance metrics are determined (each date, a
determination date).
Restrictive Covenants. Mr. Rawlinson is subject to certain restrictive covenants during and following his employment,
including perpetual confidentiality provisions, non-competition and non-interference provisions during his employment and
for 18 months following the termination of his employment for any reason and non-solicitation of employees provisions
during his employment and for two years following the termination of his employment for any reason.
Termination. In the event Mr. Rawlinson is terminated for Cause or terminates his employment without Good Reason
(each as defined in the 2025 Rawlinson Employment Agreement), he will be entitled only to his accrued base salary and
any accrued vacation through the date of termination, any unpaid expense reimbursements, any vested benefits owed in
accordance with other applicable plans, programs and arrangements of QVC Group and any amounts due under
applicable law (the Standard Entitlements). In addition, if Mr. Rawlinson terminates his employment without Good
Reason, he will be entitled to any awarded but unpaid annual bonus for the calendar year prior to the year in which the
termination occurred (Prior Year Annual Bonus), subject to his execution of a release and compliance with the restrictive
covenants. In each case, he will also forfeit all rights to his unvested Performance Awards and unvested Term Restricted
Stock Units.
If, however, Mr. Rawlinson is terminated without Cause or if he terminates his employment for Good Reason, he will
receive the Standard Entitlements and, subject to the execution of a release and compliance with the restrictive covenants,
1.5 times his base salary and his target annual bonus paid in installments over 18 months as well as any Prior Year
Annual Bonus. The vesting tranche of Mr. Rawlinson’s Term Restricted Stock Units that is scheduled to vest in the calendar
year of his termination, to the extent not already vested, will vest. However, if Mr. Rawlinson’s termination occurs within
12 months following an approved transaction (as such term is defined in the 2020 incentive plan), his Term Restricted Stock
Units will vest in full. The vesting tranche of Mr. Rawlinson’s Performance Award that would have been paid to Mr. Rawlinson
had he remained employed through the first determination date following his termination of employment will remain
outstanding and eligible to be earned based on actual performance through the performance period. The vesting of the
portion of Mr. Rawlinson’s Term Restricted Stock Units and Performance Awards, as described herein, will be subject, in any
case, to his execution of a release and compliance with the restrictive covenants.
In the case of Mr. Rawlinson’s death or disability, the 2025 Rawlinson Employment Agreement provides for (i) payment of
the Standard Entitlements, (ii) continued payment of his base salary for one year and (iii) payment of any Prior Year Annual
Bonus, subject, in the case of (ii) and (iii) to the execution of a release and compliance with the restrictive covenants. In
addition, any unvested Term Restricted Stock Units will vest in full and, subject to Mr. Rawlinson’s execution of a release,
the vesting tranche of Mr. Rawlinson’s Performance Award that would have been paid to Mr. Rawlinson had he remained
employed through the first determination date following his termination of employment will remain outstanding and
eligible to be earned based on actual performance through the performance period.
If Mr. Rawlinson’s employment is terminated at or following expiration of the Term, he will receive the Standard Entitlements
and, except in the case of a termination for Cause, and subject to the execution of a release and compliance with the
restrictive covenants, Mr. Rawlinson will receive any Prior Year Annual Bonus and his 2027 annual bonus and last vesting
tranche of his Performance Award will remain outstanding and eligible to be earned based on actual performance through
the performance period.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
In developing the 2024 compensation packages for the named executive officers, the deductibility of executive
compensation under Section 162(m) of the Code was 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
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 59
Section 162(m) of the Code have been expanded and there is no longer any exception for qualified performance-based
compensation. Therefore, 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 August 2023, the Board of Directors approved a policy for the recovery or erroneously awarded compensation, or
“clawback” policy, applicable to executive officers. The policy implements the incentive-based compensation recovery
provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the Nasdaq listing
standards, and requires recovery of incentive-based compensation received by current or former executive officers
during the three fiscal years preceding the date it is determined that our company is required to prepare an accounting
restatement, including to correct an error that would result in a material misstatement if the error were corrected in the
current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount
of incentive-based compensation received over the amount that otherwise would have been received had it been determined
based on the restated financial measure. In addition, our company has maintained its recoupment provisions whereby
our company may require an executive to repay or return to our company any cash, stock or other incentive compensation
(including proceeds from the disposition of shares received upon exercise of options or SARs). 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 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. Under these recoupment provisions, 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, and 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. Additionally, beginning in December 2020,
we began including in new forms of equity-based award agreements a right, in favor of our company, to require the
executive to repay or return to our company, upon a reasonable determination by our compensation committee that the
executive breached the confidentiality obligations included in the agreement, all or any portion of the outstanding award,
any shares received under awards during the 12-month period prior to any such breach or any time after such breach and
any proceeds from the disposition of shares received under awards during the 12-month period prior to any such breach
or any time after such breach.
STOCK OWNERSHIP GUIDELINES AND HEDGING POLICIES
Our Board of Directors previously had adopted stock ownership guidelines that generally required our executive officers to
own shares of our company’s stock equal to at least three times the value of the annual performance RSUs granted by
our company to such executive officer. Our executive officers had five years from the date of their appointment to an
executive officer role to comply with these guidelines. In December 2023, due to share availability concerns and the
expectation that the majority of our company’s future incentive awards will be settled in cash, our Board of Directors
eliminated these stock holding guidelines. For information regarding our policies with respect to the ability of our officers
and directors to hedge or offset any decrease in the market value of our equity securities, see “Security Ownership of
Certain Beneficial Owners and Management—Hedging Disclosure.”
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee members whose names appear on the Compensation Committee Report below comprised
the compensation committee during 2024. No member of our compensation committee during 2024 is or has been an officer
or employee of our company, or has engaged in any related party transaction during 2024 in which our company was a
participant.
EXECUTIVE COMPENSATION
60 / 2025 PROXY STATEMENT
COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed with our management the “Compensation Discussion and
Analysis” included under “Executive Compensation” above. 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
M. Ian Gilchrist
Larry E. Romrell
Andrea L. Wong
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 61
SUMMARY COMPENSATION TABLE
Name and
Principal Position
(as of 12/31/24)
Year
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)(5)(6)
Total
($)
Gregory B. Maffei
Chairman of the Board
2024
300,000
—
1,480,996
—
2,516,000
126,056(7)(8)
4,423,052
2023
330,000
—
1,942,628
—
2,767,600
73,182(7)(8)
5,113,410
2022
390,000
—
1,617,997
—
2,442,050
241,534(7)(8)
4,691,581
David Rawlinson II
President and Chief Executive Officer
2024 1,250,000
—
4,598,131
—
483,171
1,710
6,333,012
2023 1,250,000
—
2,822,430
—
1,071,974
2,250
5,146,654
2022 1,250,000
—
2,926,974
—
781,250
1,530
4,959,754
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
2024
156,750
—
121,362
—
134,475
8,003
420,590
2023
143,204
—
68,356
—
111,341
7,837
330,738
2022
123,986
—
82,228
—
113,231
6,624
326,069
Renee L. Wilm
Chief Legal Officer and Chief Administrative Officer
2024
45,000
—
236,803
—
222,000
769
504,572
2023
132,300
—
123,482
—
225,572
3,818
485,172
2022
124,811
—
148,542
—
229,369
3,519
506,241
(1)
Represents, for Mr. Maffei, only that portion of his base salary that was allocated to our company under the amended services
agreement in connection with the 2019 Maffei Employment Agreement. For Mr. Wendling and Ms. Wilm, the amounts set forth in
the table reflect compensation paid by Liberty Media but allocable to our company under the amended services agreement. For a
description of the allocation of Messrs. Maffei’s and Wendling’s and Ms. Wilm’s base salaries among Liberty Media, our company
and the other Service Companies, see “—Compensation Discussion and Analysis—Services Agreement” above and “—Executive
Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement” below. For Mr. Rawlinson, the amounts set
forth in the table represent the base salary paid directly by QVC with respect to the entire year.
(2)
Reflects, as applicable, the grant date fair value of the RSUs granted to our named executive officers during 2024, 2023, and
2022. The table reflects the grant date fair value of the 2024 Maffei RSUs, the 2024 Rawlinson RSUs, the 2024 Chief RSUs, and
performance-based RSUs granted to Messrs. Maffei, Rawlinson and Wendling and Ms. Wilm in 2023 and 2022. A maximum payout
equal to 1.5 times the target number of 2024 Maffei RSUs and the RSUs granted to Mr. Maffei in 2023 and 2022, or $2.221 million,
$2.914 million and, $2.427 million, respectively, 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 11 to our consolidated financial statements
for the year ended December 31, 2024 (which are included in the 2024 Form 10-K).
(3)
Represents each named executive officer’s annual performance-based bonus.
(4)
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 that vests based upon the participants’ years of service and is 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 for all of the named executive officers other than Mr. Rawlinson.
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
Vesting
Percentage
Less than 1
0%
1 – 2
33%
2 – 3
66%
3 or more
100%
Included in this column are the matching contributions made by Liberty Media on behalf of each of the named executive officers to
the Liberty Media 401(k) Savings Plan and allocated to our company under the services agreement. Mr. Rawlinson did not
participate in QVC’s 401(k) savings plan in 2024, 2023 or 2022 and therefore did not receive a matching contribution.
EXECUTIVE COMPENSATION
62 / 2025 PROXY STATEMENT
Amounts ($)
Name
2024
2023
2022
Gregory B. Maffei
3,450
3,630
3,965
Brian J. Wendling
6,555
7,260
6,100
Renee L. Wilm
690
3,630
3,331
With respect to these matching contributions, all of our named executive officers are fully vested.
(5)
Included in this column are the following life insurance premiums paid by Liberty Media (with the exception of Mr. Rawlinson,
whose life insurance premiums are paid by QVC), on behalf of each of the named executive officers and allocated to our company
under the services agreement.
Amounts ($)
Name
2024
2023
2022
Gregory B. Maffei
753
828
978
David Rawlinson II
1,710
2,250
1,530
Brian J. Wendling
498
577
524
Renee L. Wilm
79
188
188
(6)
Liberty Media makes available to our personnel, including our named executive officers, tickets to various sporting events with no
aggregate incremental cost attributable to any single person.
From time to time, with the approval of the Chairman of the Board, our named executive officers were permitted to use a portion of
our NetJets contract for personal use, provided they reimburse Liberty Media for costs associated therewith.
(7)
Includes the following:
Amounts ($)
2024
2023
2022
Compensation related to personal use of corporate aircraft(a)
121,008
67,294
234,833
(a)
Calculated based on aggregate incremental cost of such usage to our company.
(8)
Liberty Media owns an apartment in New York City which is primarily used for business purposes. Mr. Maffei occasionally used this
apartment for personal reasons during the years indicated above. From time to time, we pay the cost of miscellaneous shipping
and catering expenses for Mr. Maffei.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 63
EXECUTIVE COMPENSATION ARRANGEMENTS
GREGORY B. MAFFEI
2019 Maffei Employment Agreement
Liberty Media entered into the 2019 Maffei Employment Agreement with Mr. Maffei, effective December 13, 2019, which
covered the terms of Mr. Maffei’s employment during the five year employment term beginning January 1, 2020, which ended
December 31, 2024, with an annual base salary of $3 million (with no contracted increase), 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. Although Mr. Maffei would have been entitled to certain
severance benefits and the vesting of certain equity awards in connection with certain terminations of employment that
occurred during the term of the 2019 Maffei Employment Agreement, Mr. Maffei was not entitled to, and did not receive,
severance in connection with stepping down from Liberty Media, effective following the close of business on December 31,
2024 at the end of the term of the 2019 Maffei Employment Agreement.
Maffei Term Equity Awards
On December 13, 2019, in connection with the execution of the 2019 Maffei Employment Agreement, Mr. Maffei became
entitled to receive term equity awards with an aggregate grant date fair value of $90 million (the Upfront Awards) which
were granted in two equal tranches. The first tranche consisted of time-vested stock options from each of our company,
Liberty Media, Liberty Broadband and GCI Liberty (a Service Company in 2019 and 2020) and time-vested restricted
stock units from Liberty TripAdvisor that vested, in each case, on December 31, 2023 (except Liberty TripAdvisor’s award of
time-vested restricted stock units, which vested on December 15, 2023). QVC Group’s portion of the Upfront Awards
granted in December 2019 consisted of stock options to purchase 2,133,697 QVCGA shares, with a term of seven years.
The second tranche of the Upfront Awards was granted in December 2020 and consisted of time-vested stock options
from each of our company, Liberty Media, Liberty Broadband and GCI Liberty and time-vested restricted stock units from
Liberty TripAdvisor. The Upfront Awards granted in December 2020 vested, in each case, on December 31, 2024 (except
Liberty TripAdvisor’s award of time-vested restricted stock units, which vested on December 7, 2024). QVC Group’s
portion of the Upfront Awards granted in December 2020 consisted of stock options to purchase 1,190,529 QVCGA shares,
with a term of seven years (the 2020 Maffei Term Options).
Annual Awards
Pursuant to the 2019 Maffei Employment Agreement, the aggregate grant date fair value of Mr. Maffei’s annual equity
awards was $17.5 million for each year during the term of the 2019 Maffei Employment Agreement and was comprised of
awards of time-vested stock options (the Annual Options), performance-based restricted stock units (Annual
Performance RSUs) or a combination of award types, at Mr. Maffei’s election, allocable across our company, Liberty
Media and each of the other Service Companies (collectively, the Annual Awards). Vesting of any Annual Performance
RSUs was subject to the achievement of one or more performance metrics to be approved by our compensation committee
and the compensation committee of Liberty Media or the applicable Service Company with respect to its allocable
portion of the Annual Performance RSUs. For a description of Mr. Maffei’s Annual Awards, see “—Compensation Discussion
and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—
Maffei Annual Equity Awards.”
Aircraft Usage
Pursuant to a February 5, 2013 letter agreement between Mr. Maffei and Liberty Media, Mr. Maffei was entitled to 120
hours in 2024 of personal flight time. During 2024, pursuant to the November 11, 2015 and December 13, 2019 letter
agreements between Liberty Media and Mr. Maffei, Mr. Maffei was entitled to 50 additional hours per year of personal flight
time if he reimbursed us for such usage. Mr. Maffei incurred taxable income, calculated in accordance with the SIFL
value, for all personal use of corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurred taxable
income at the SIFL rates minus amounts paid under time sharing agreements with Liberty Media. Pursuant to aircraft time
sharing agreements between Liberty Media and QVC Group, we paid Liberty Media for any costs, calculated in accordance
EXECUTIVE COMPENSATION
64 / 2025 PROXY STATEMENT
with Part 91 of the Federal Aviation regulations associated with Mr. Maffei using the corporate aircraft that were allocable
to us. We reimbursed Liberty Media for Mr. Maffei’s use of the corporate aircraft for our business, and we also reimbursed
Liberty Media for Mr. Maffei’s personal use of the corporate aircraft. Pursuant to the aircraft time sharing agreements
between Liberty Media and Mr. Maffei, Mr. Maffei reimbursed Liberty Media for costs associated with his up to 50 hours of
personal use of the corporate aircraft under the November 11, 2015 and December 13, 2019 letter agreements. Flights
where there were no passengers on company-owned aircraft were not charged against the 120 hours of personal flight time
per year allotted to Mr. Maffei for 2024 if the flight department determined that the use of a NetJets, Inc. supplied aircraft
for a proposed personal flight would have been disadvantageous to Liberty Media 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. Mr. Maffei’s entitlement to personal flight time ended on December 31, 2024, in
connection with Mr. Maffei stepping down from Liberty Media.
DAVID RAWLINSON II
Rawlinson Employment Agreement
We entered into the Rawlinson Employment Agreement with David Rawlinson II, effective July 12, 2021, which provided
for a three year and five months term commencing on August 1, 2021 and ending on December 31, 2024, with an annual
base salary of $1.25 million and a one-time cash signing bonus of $1.4 million. On December 27, 2024, we entered into a
letter agreement with Mr. Rawlinson that extended the term of his employment with our company under the Rawlinson
Employment Agreement through February 28, 2025 (subject to any further extension that may be agreed to by our company
and Mr. Rawlinson) while a new employment arrangement with Mr. Rawlinson is negotiated. As described above in
“—Changes for 2025”, we entered into the 2025 Rawlinson Agreement which governs the terms of his employment as of
February 27, 2025.
Rawlinson Annual Cash Performance Bonus
Pursuant to the Rawlinson Employment Agreement, for each of 2021 (on a pro-rated basis for the portion of the year
following his start date), 2022, 2023 and 2024, Mr. Rawlinson was eligible to receive an annual target cash performance
bonus equal to 125% of his annual base salary, with a maximum annual cash performance bonus capped at 200% of his
annual base salary.
Rawlinson Term Equity Awards
In connection with the execution of the Rawlinson Employment Agreement, Mr. Rawlinson received term equity awards
(the 2021 Rawlinson Term Options and 2021 Rawlinson Term RSUs, both as discussed above and combined, the
Rawlinson term awards). The 2021 Rawlinson Term Options consisted of time-vested stock options that vested 50% on
each of December 31, 2023 and December 31, 2024. These stock options provide Mr. Rawlinson with the option to purchase
1,185,053 QVCGA shares. The 2021 Rawlinson Term RSUs consisted of time-vested restricted stock units, of which
13% vested on December 10, 2021, and 29% vested on each of December 10, 2022, December 10, 2023 and December 10,
2024. This award consisted of 508,865 QVCGA restricted stock units.
Rawlinson Annual Equity Awards
Pursuant to the Rawlinson Employment Agreement, Mr. Rawlinson was eligible to receive an annual $4 million grant of
performance-based restricted stock units with respect to QVCGA shares for each of 2021 (on a pro-rated basis for the
portion of the year following his start date), 2022, 2023 and 2024 (the Rawlinson annual performance RSUs). Vesting of
the Rawlinson annual performance RSUs was subject to the achievement of one or more performance metrics approved
by our compensation committee. For additional information on the Rawlinson annual performance RSUs received in 2024,
see “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive
Compensation—Annual Equity Awards—QVC CEO RSUs” above.
Termination Payments and Benefits
Under the Rawlinson Employment Agreement, upon a termination of Mr. Rawlinson’s employment for any reason, he
would have been entitled to his accrued base salary and any accrued vacation through the date of termination, any unpaid
expense reimbursements, any vested benefits owed in accordance with other applicable plans, programs and
arrangements and any amounts due under applicable law (the standard entitlements). Subject to Mr. Rawlinson’s
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 65
execution of a release in our favor with the procedures set forth in the Rawlinson Employment Agreement and his
compliance with restrictive covenants, including perpetual confidentiality provisions, non-competition and non-interference
provisions for 18 months following the termination of his employment and non-solicitation of employees provisions for
2 years following the termination of his employment, Mr. Rawlinson would have also been entitled to the following payments
and benefits if his employment were terminated on December 31, 2024 under the circumstances described below.
Termination without Cause or for Good Reason
If Mr. Rawlinson’s employment had been terminated without cause (as defined in the Rawlinson Employment Agreement)
or if Mr. Rawlinson terminated his employment for good reason (as defined in the Rawlinson Employment Agreement),
in addition to the standard entitlements, Mr. Rawlinson would have been entitled to (i) a severance payment of one-and-a-
half times the sum of his base salary and his target annual performance bonus, to be paid in equal installments over
24 months and (ii) any awarded but unpaid bonus for the calendar year prior to the year in which his termination occurs.
Any unvested Rawlinson term awards would have vested pro-rata on a tranche-by-tranche basis based on the number of
days that elapsed from August 1, 2021 through his termination date, plus 365 days, and the stock option portion of the
awards would have remained exercisable for 90 days following termination. The Rawlinson annual performance RSUs
relating to the year in which Mr. Rawlinson’s termination occurs would have vested to the extent our compensation committee
determined that the performance criteria were met, and Mr. Rawlinson would have received a pro-rata portion thereof
based on the number of days he was employed during the year of his termination. If Mr. Rawlinson’s employment had been
terminated without cause or if he terminated his employment for good reason 12 months following an approved transaction
(as defined in the 2020 incentive plan), any unvested Rawlinson term awards and Rawlinson annual performance RSUs
would have vested in full.
Termination by Reason of Death or Disability
In the event of Mr. Rawlinson’s death or disability, in addition to the standard entitlements, Mr. Rawlinson (or in the event of
his death, his designated beneficiary or estate) would have been entitled to receive (i) continued payment of his base
salary for one year and (ii) any awarded but unpaid bonus for the calendar year prior to the year in which his termination
occurs. In addition, any unvested Rawlinson term awards and Rawlinson annual performance RSUs would have vested in
in full. The stock option portion of Mr. Rawlinson’s term awards would remain exercisable for a one-year period.
Termination for Cause or Voluntary Termination without Good Reason
The Rawlinson Employment Agreement provided that, in the event Mr. Rawlinson had been terminated for cause (as
defined in the Rawlinson Employment Agreement) or Mr. Rawlinson terminated his employment without good reason (as
defined in the Rawlinson Employment Agreement), he would have been entitled only to the standard entitlements. In each
case, Mr. Rawlinson would have forfeited all rights to his unvested Rawlinson annul performance RSUs. If Mr. Rawlinson’s
employment had been terminated for cause, he would forfeit any vested stock options granted as part of the Rawlinson term
awards. If Mr. Rawlinson terminated his employment without good reason, any vested stock options granted as part of
the Rawlinson term awards would remain exercisable for 90 days and he would have been entitled to any awarded but unpaid
bonus for the calendar year prior to the year in which his termination occurred.
EQUITY INCENTIVE PLANS
The 2020 incentive plan is administered by the compensation committee of our Board of Directors with regard to all
awards granted under the 2020 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 2020
incentive plan is administered by the full Board of Directors with regard to all awards granted under the 2020 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 2020 incentive plan will expire on May 21, 2025. The 2020 incentive plan was 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 (collectively, incentive plan
awards) were available for grant under the 2020 incentive plan.
EXECUTIVE COMPENSATION
66 / 2025 PROXY STATEMENT
As of December 31, 2024, (i) the maximum number of shares of our common stock with respect to which incentive plan
awards may be issued under the 2020 incentive plan was 51,392,900 subject to anti-dilution and other adjustment provisions
of the 2020 incentive plan and (ii) no nonemployee director could be granted during any calendar year incentive plan
awards having a value (as determined on the grant date of such award) in excess of $1 million. Shares of our common
stock issuable pursuant to incentive plan awards made under the incentive plans were made available from either authorized
but unissued shares or shares that have been issued but reacquired by our company.
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. Rawlinson, our chief executive officer on December 31, 2024, 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, 2024, 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. and HSN, Inc., 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 2024, 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 2024. 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.
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
$6,333,012
Median Employee Total Annual Compensation
$
39,890
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation
159:1
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 67
GRANTS OF PLAN-BASED AWARDS
The following table contains information regarding plan-based incentive awards granted during the year ended
December 31, 2024 to the named executive officers.
Estimated Future Payouts
under Non-Equity
Incentive Plan Awards
Estimated Future Payouts
under Equity
Incentive Plan Awards
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
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
Name
Grant
Date
Threshold
($)(1)
Target
($)(1)
Maximum
($)(1)
Threshold
(#)(2)
Target
(#)(2)
Maximum
(#)(3)
Gregory B. Maffei
03/05/2024(4)
—
1,700,000 3,400,000
—
—
—
—
—
—
—
QVCGB
03/05/2024(5)
—
—
—
—
295,608
443,412
—
—
—
1,480,996
David Rawlinson II
03/05/2024(4)
—
1,562,500 2,500,000
—
—
—
—
—
—
—
QVCGA
03/05/2024(5)
—
—
—
—
3,738,318
—
—
—
—
4,598,131
Brian J. Wendling
03/05/2024(4)
—
82,500
165,000
—
—
—
—
—
—
—
Cash-Settled RSU (QVCGA)
03/05/2024(5)
—
—
—
—
98,668
—
—
—
—
121,362
Renee L. Wilm
03/05/2024(4)
—
150,000
300,000
—
—
—
—
—
—
—
Cash-Settled RSU (QVCGA)
03/05/2024(5)
—
—
—
—
192,523
—
—
—
—
236,803
(1)
Our 2024 performance-based bonus program does not provide for a threshold bonus amount. The amounts in the Target column
represent the target amount that would have been payable to each named executive officer upon satisfaction of the performance
criteria under the 2024 performance-based bonus program. For Messrs. Maffei, Rawlinson and Wendling and Ms. Wilm, the amounts
in the Maximum column represent the maximum amount that could have been payable to each named executive officer. For the
actual bonuses paid by our company and QVC, as applicable, see the amounts included for 2024 in the column entitled Non-Equity
Incentive Plan Compensation in the “Summary Compensation Table” above.
(2)
The terms of the 2024 Maffei RSUs, the 2024 Rawlinson RSUs and the 2024 Chief RSUs do not provide for a threshold amount
that would be payable upon satisfaction of the performance criteria established by the compensation committee. With respect to the
2024 Maffei RSUs, the amount in the Target column represents the target amount that would have been payable to Mr. Maffei
assuming achievement of the target performance goals. With respect to the 2024 Rawlinson RSUs and the 2024 Chief RSUs, the
amounts in the Target column represent the target amount that would have been payable to the named executive officer assuming
(x) 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 2024. For the actual 2024 Maffei RSUs,
2024 Rawlinson RSUs and 2024 Chief RSUs that vested, see “—Compensation Discussion and Analysis—Elements of 2024
Executive Compensation—Equity Incentive Compensation—Annual Equity Awards.”
(3)
With respect to the 2024 Maffei RSUs, the amount in the Maximum column represents the maximum amount that would have been
payable assuming maximum achievement of the performance goals. For the actual 2024 Maffei RSUs that vested, see
“—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—
Annual Equity Awards—Maffei Annual Equity Awards.”
(4)
Reflects the date on which our compensation committee established the terms of the 2024 performance-based bonus program, as
described under “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—2024 Performance-
based Bonuses—Overview.”
(5)
Reflects the date on which our compensation committee established the terms of the 2024 Maffei RSUs, the 2024 Rawlinson
RSUs and the 2024 Chief RSUs, as described under “—Compensation Discussion and Analysis—Elements of 2024 Executive
Compensation—Equity Incentive Compensation—Annual Equity Awards.”
EXECUTIVE COMPENSATION
68 / 2025 PROXY STATEMENT
OPTION GRANT PRACTICES
We do not grant options in anticipation of the release of material nonpublic information, and we do not time the release of
material nonpublic information based on option grant dates or for the purpose of affecting the value of executive
compensation. In addition, we do not take material nonpublic information into account when determining the timing and
terms of such options. Although we do not have a formal policy with respect to the timing of our option grants, our
compensation committee has historically granted such options on a predetermined annual schedule. We did not make any
option grants in 2024.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 69
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of
December 31, 2024 and held by the named executive officers.
Option awards
Stock awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
Gregory B. Maffei
Option Awards
QVCGA
4,422,819
—
—
3.98
12/15/2026
—
—
—
—
QVCGA
1,309,581
—
—
8.84
12/10/2027
—
—
—
—
QVCGB
360,087
—
—
13.49
03/05/2025
—
—
—
—
QVCGB
46,671
—
—
8.76
03/06/2026
—
—
—
—
RSU Award
QVCGB
—
—
—
—
—
—
—
295,608(1)
854,307
David Rawlinson II
Option Award
QVCGA
1,333,184
—
—
8.98
08/18/2028
—
—
—
—
RSU Award
QVCGA
—
—
—
—
—
—
—
3,738,318(1)
1,233,645
Brian J. Wendling
Option Award
QVCGA
72,866
—
—
8.84
12/10/2027
—
—
—
—
RSU Award
QVCGA
—
—
—
—
—
—
—
98,668(1)
32,560
Renee L. Wilm
Option Awards
QVCGA
634,624
—
—
4.99
11/13/2026
—
—
—
—
QVCGA
35,445
—
—
8.84
12/10/2027
—
—
—
—
RSU Award
QVCGA
—
—
—
—
—
—
—
192,523(1)
63,533
(1)
Represents the target number of 2024 Maffei RSUs, 2024 Rawlinson RSUs and 2024 Chief RSUs that our named executive
officers could earn based on our performance in 2024.
EXECUTIVE COMPENSATION
70 / 2025 PROXY STATEMENT
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information concerning the vesting of RSUs and restricted shares held by our named
executive officers during the year ended December 31, 2024. None of our named executive officers exercised any options
during the year ended December 31, 2024.
Option Awards
Stock Awards
Name
Number of
shares
acquired
on exercise
(#)
Value
realized on
exercise
($)
Number of
shares
acquired
on vesting
(#)(1)
Value
realized on
vesting
($)
Gregory B. Maffei
QVCGA
—
—
—
—
QVCGB
—
—
1,453,885
5,096,497
QVCGP
—
—
—
—
David Rawlinson II
QVCGA
—
—
1,680,282
2,123,761
QVCGB
—
—
—
—
QVCGP
—
—
—
—
Brian J. Wendling
QVCGA
—
—
45,269
61,113
QVCGB
—
—
—
—
QVCGP
—
—
—
—
Renee L. Wilm
QVCGA
—
—
81,776
110,398
QVCGB
—
—
—
—
QVCGP
—
—
—
—
(1)
Includes shares withheld in payment of withholding taxes at election of holder.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 71
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL
MR. MAFFEI
Because Mr. Maffei stepped down from his role as Liberty Media’s Chief Executive Officer as of December 31, 2024, at
the end of the term of his employment, Mr. Maffei did not receive, nor is he eligible to receive, any severance payments in
connection with stepping down; however, under the 2019 Maffei Employment Agreement, Mr. Maffei’s 2024 Maffei
RSUs remained outstanding and eligible to vest to the extent the compensation committee determined that the performance
criteria were met. As described above in “—Compensation Discussion and Analysis—Elements of 2024 Executive
Compensation—Equity Incentive Compensation—Annual Equity Awards,” our compensation committee vested all of the
2024 Maffei RSUs, which, based on the closing market price on December 31, 2024 for our QVCGB common stock, which
was $2.89, the 2024 Maffei RSUs had a value of $854,307. In addition, as described above, because our company and
Mr. Maffei did not enter into a new arrangement governing the terms of his employment by December 15, 2024, the
remaining 50% of the 2021 Maffei Restricted Share Award vested on December 31, 2024, per the terms of the 2021 Maffei
Restricted Share Award agreement, which, based on the closing market price on December 31, 2024 for our QVCGB
common stock had a value of $1,591,410.
OUR COMPANY’S OTHER NAMED EXECUTIVE OFFICERS
The following table sets forth the potential payments to our named executive officers, other than Mr. Maffei, if their
employment had terminated or a change in control had occurred, in each case, as of December 31, 2024, which was the
last 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 amounts provided in the table are based on the closing market price on December 31, 2024 for our QVCGA common
stock, which was $0.33. All outstanding option awards held by the named executive officers, whether vested or unvested,
had an exercise price that was more than the closing market price of our QVCGA common stock on December 31, 2024, and
therefore 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 that would have vested in the applicable termination scenario
according to the terms of the applicable award.
Each of our named executive officers has received awards and payments under the incentive plans. Additionally,
Mr. Rawlinson would have been entitled to certain payments and acceleration rights upon termination under the Rawlinson
Employment Agreement.
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—David Rawlinson II—Termination Payments and Benefits,” which are incorporated by reference herein):
VOLUNTARY TERMINATION
Each of the named executive officers holds equity awards that were issued under our 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. Mr. Rawlinson would have forfeited all rights to his unvested 2024 Rawlinson RSUs upon a voluntary
termination without good reason as of December 31, 2024. Mr. Rawlinson’s additional severance payments and benefits are
described above in “—Executive Compensation Arrangements—David Rawlinson II—Termination Payments and Benefits—
Termination for Cause or Voluntary Termination without Good Reason.” Mr. Wendling and Ms. Wilm are not entitled to
any severance payments or other benefits upon a voluntary termination of his or her employment.
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 incentive plans would be forfeited by any named executive officer who is terminated
EXECUTIVE COMPENSATION
72 / 2025 PROXY STATEMENT
for “cause”. Unless there is a different definition in the applicable award agreement, each of the 2012 incentive plan, 2016
incentive plan and 2020 incentive plan, 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. With respect to Mr. Rawlinson’s equity grants,
“cause,” as defined in his employment agreement, means (i) Mr. Rawlinson’s material breach of his employment agreement,
(ii) Mr. Rawlinson’s engagement in illegal conduct or misconduct, which, in each case, is materially injurious to our
company, (iii) the commission by Mr. Rawlinson of fraud or embezzlement or other serious misconduct against our company,
(iv) the conviction of, or plea of nolo contendere by, Mr. Rawlinson of any felony, or (v) the conviction of Mr. Rawlinson of
a misdemeanor which conviction relates to Mr. Rawlinson’s suitability for employment in his then-current positions (excluding
any conviction for minor traffic violations).
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON
Upon a termination without cause or by Mr. Rawlinson for good reason as of December 31, 2024, the 2024 Rawlinson
RSUs would have remained outstanding and vested to the extent the compensation committee determined that the
performance criteria were met. Mr. Rawlinson would also have been entitled to severance pay and benefits from our company
upon a termination without cause or by him for good reason as of December 31, 2024. These additional severance
payments and benefits are described above in “—Executive Compensation Arrangements—David Rawlinson II—Termination
Payments and Benefits—Termination without Cause or for Good Reason.”
As of December 31, 2024, Mr. Wendling’s and Ms. Wilm’s only unvested equity awards were their 2024 Chief RSUs. Upon
a termination without cause as of December 31, 2024, the 2024 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. Neither Mr. Wendling nor Ms. Wilm 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, the incentive plans and applicable award agreements would
have provided for vesting of any outstanding options and the lapse of restrictions on any restricted share or RSU awards.
Mr. Rawlinson would also have been entitled to certain payments and other benefits if he died while employed by our
company as of December 31, 2024, as described above in “—Executive Compensation Arrangements—David Rawlinson II—
Termination Payments and Benefits—Termination by Reason of Death or Disability.”
No amounts are shown for payments pursuant to life insurance policies, which Liberty Media makes available to all of its
employees, including Mr. Wendling and Ms. Wilm in their capacity as named executive officers of QVC Group, and which
QVC Group makes available to Mr. Rawlinson.
DISABILITY
If the employment of any of the named executive officers had been terminated due to disability, which is defined in the
incentive plans or applicable award agreements, such plans or agreements would have provided for vesting of any
outstanding options and the lapse of restrictions on any restricted share or RSU awards. Mr. Rawlinson would also have
been entitled to certain payments and other benefits upon a termination of his employment due to disability as of
December 31, 2024, as described above in “—Executive Compensation Arrangements—David Rawlinson II—Termination
Payments and Benefits—Termination by Reason of Death or Disability.”
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 Mr. Wendling and Ms. Wilm in their capacity as named executive officers of QVC
Group, and which QVC Group makes available to Mr. Rawlinson.
CHANGE IN CONTROL
In case of a change in control, the incentive plans provide for vesting of any outstanding options and the lapse of restrictions
on any RSU or restricted share awards held by the named executive officers. A change in control is generally defined as:
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 73
• 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.
• 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 our company or the
dissolution of our 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 would vest in the case of a change in control described in the last bullet.
EXECUTIVE COMPENSATION
74 / 2025 PROXY STATEMENT
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
Name
Voluntary
Termination
Without Good
Reason
($)
Termination
for Cause
($)
Termination
Without Cause
or for Good
Reason
($)
Death
($)
Disability
($)
After a Change
in Control
($)
David Rawlinson II
Base Compensation Continuing Payment
—
—
—
1,250,000(1) 1,250,000(1)
—
Severance
—
—
4,218,750(2)
—
—
—
Options
—(3)
—(4)
—(5)
—(6)
—(6)
—(7)
RSUs
—(3)
—(4)
937,570(5)
1,233,645(6) 1,233,645(6)
1,233,645(7)
Total
—
—
5,156,320
2,483,645
2,483,645
1,233,645
Brian J. Wendling
Options
—(3)
—(4)
—(5)
—(6)
—(6)
—(7)
RSUs
—(3)
—(4)
32,560(5)
32,560(6)
32,560(6)
32,560(7)
Total
—
—
32,560
32,560
32,560
32,560
Renee L. Wilm
Options
—(3)
—(4)
—(5)
—(6)
—(6)
—(7)
RSUs
—(3)
—(4)
63,533(5)
63,533(6)
63,533(6)
63,533(7)
Total
—
—
63,533
63,533
63,533
63,533
(1)
If Mr. Rawlinson’s employment had been terminated by reason of his death or disability as of December 31, 2024, subject to the
execution of a release by him or in the event of his death, his estate, he or his estate would have been entitled to receive continued
payment of his 2024 base salary for a period of one year following his termination.
(2)
If Mr. Rawlinson’s employment had been terminated by our company without cause (as defined in the Rawlinson Employment
Agreement) or by him for good reason (as defined in the Rawlinson Employment Agreement) as of December 31, 2024, subject to
execution of a release, he would have been entitled to receive a payment equal to 1.5 times the sum of (a) his 2024 base salary
and (b) his 2024 target bonus, payable in 18 equal monthly installments. Per the terms of the Rawlinson Extension Letter, if QVC
Group and Mr. Rawlinson had not entered into a new employment agreement on or prior to February 28, 2025, then employment
would terminate on February 28, 2025 and the severance amount due would instead be $1,000,000.
(3)
Mr. Rawlinson would have forfeited all rights to his unvested 2024 Rawlinson RSUs upon a voluntary termination without good
reason as of December 31, 2024. If Mr. Wendling’s or Ms. Wilm’s employment had been terminated by him or her as of December 31,
2024, all of the 2024 Chief RSUs would have been forfeited. Messrs. Rawlinson’s and Wendling’s and Ms. Wilm’s vested options
would have remained outstanding and exercisable in accordance with their terms in the event each of Messrs. Rawlinson and
Wendling and Ms. Wilm terminated his or her employment as of December 31, 2024, but because the exercise prices of all
vested options held by Messrs. Rawlinson and Wendling and Ms. Wilm at December 31, 2024 are more than the closing price of
QVCGA shares on December 31, 2024, no value has been included for their vested options in the table.
(4)
If each of Messrs. Rawlinson and Wendling and Ms. Wilm was terminated by QVC Group for “cause” as of December 31, 2024, all
of his or her outstanding option and RSU grants would have been forfeited.
(5)
Based on the number of unvested RSUs held by the named executive officer as of December 31, 2024 that would have vested
pursuant to the following: If Messrs. Rawlinson’s or Wendling’s or Ms. Wilm’s employment had been terminated without cause or,
for Mr. Rawlinson, if he terminated his employment for good reason, in each case, as of December 31, 2024, the 2024 Rawlinson
RSUs and the 2024 Chief 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 in
“—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—
Annual Equity Awards,” our compensation committee vested 76% of the 2024 Rawlinson RSUs and all of the 2024 Chief RSUs,
which is reflected in the table above. Because the exercise prices of all options held by Messrs. Rawlinson and Wendling and
Ms. Wilm at December 31, 2024 are more than the closing market price of QVCGA shares on December 31, 2024, no value has been
included for any of the named executive officers’ options in the table.
(6)
Based on the number of unvested RSUs held by the named executive officer as of December 31, 2024 that would vest pursuant to
the following: If Messrs. Rawlinson’s or Wendling’s or Ms. Wilm’s employment had been terminated due to death or disability as
of December 31, 2024, all of the 2024 Rawlinson RSUs and 2024 Chief RSUs would have vested. Because the exercise prices of
all options held by Messrs. Rawlinson and Wendling and Ms. Wilm at December 31, 2024 are more than the closing price of
QVCGA shares on December 31, 2024, no value has been included for any of the named executive officers’ options in the table.
(7)
Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the 2024 Rawlinson RSUs
and 2024 Chief RSUs would have vested. Because the exercise prices of all options held by Messrs. Rawlinson and Wendling and
Ms. Wilm at December 31, 2024 are more than the closing market price of QVCGA shares on December 31, 2024, no value has
been included for any of the named executive officers’ options in the table.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 75
PAY VERSUS PERFORMANCE
This section provides information about the relationship between compensation actually paid to our Principal Executive
Officer and other named executive officers and certain financial performance measures of our Company. For purposes of
this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers
is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules
describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually
paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of
compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct
the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary
Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the
covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable;
and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value
from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest
in the covered year, as applicable.
Current PEO(1)
Former PEO(1)
Non-PEO NEOs(1)
Value of initial fixed $100
investment based on:
(millions)
Year
Summary
Compensation
Table Total for
Current PEO
($)(2)
Compensation
Actually Paid
to Current PEO
($)(3)
Summary
Compensation
Table Total for
Former PEO
($)(2)
Compensation
Actually Paid
to Former PEO
($)(3)
Average
Summary
Compensation
Table Total for
non-PEO NEOs
($)(2)
Average
Compensation
Actually Paid
to non-PEO
NEOs ($)(3)
Total Shareholder
Return (“TSR”)
($)(4)
Peer
Group
Total
TSR ($)(5)
Net
Income
($)(6)
Adjusted
OIBDA
($)(7)
2024
6,333,012
2,839,701
—
—
1,782,738
185,587
QVCGA
8.94
213.01
(1,250)
1,145
QVCGB
76.45
2023
5,146,654
3,734,393
—
—
1,582,600
1,951,767
QVCGA
23.73
159.36
(94)
1,148
QVCGB
173.00
2022
4,959,754
(3,487,264)
—
—
1,496,276
(5,680,091)
QVCGA
44.18
118.02
(2,532)
1,089
QVCGB
134.11
2021
16,225,908
12,457,043
14,937,691
9,414,897
6,235,544
1,458,313
QVCGA
205.99
169.06
421
2,126
QVCGB
201.04
2020
—
—
10,790,859
20,640,817
5,108,394
11,595,809
QVCGA
259.98
140.54
1,254
2,224
QVCGB
253.92
(1)
Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO). On October 1, 2021,
Mr. Rawlinson succeeded Mr. George as our Principal Executive Officer and remained our Principal Executive Officer through 2024
(our Current PEO). Our named executive officers other than our Principal Executive Officer (non-PEO NEOs) for (a) each of the
fiscal years 2020, 2021, 2022 and 2023 were Messrs. Maffei, Wendling and Albert Rosenthaler (our company’s former Chief
Corporate Development Officer) and Ms. Wilm and (b) fiscal year 2024 were Messrs. Maffei and Wendling and Ms. Wilm.
(2)
Reflects, for each of our Current PEO and our Former PEO, the total compensation reported in the Summary Compensation Table
and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the
fiscal years indicated.
(3)
Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the
fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:
EXECUTIVE COMPENSATION
76 / 2025 PROXY STATEMENT
Compensation actually paid to PEO and Non-PEO NEOs
As Reported in Summary
Compensation Table(a)
Equity Award Adjustments(b)
Year
Total
Stock
Awards
Option
Awards
Fair Value at
Year End of
Awards
Granted
During Year
that Remain
Outstanding
and
Unvested at
Year End(c)
Year-over-
Year Change
in Fair Value
of Awards
Granted in
Prior Year
that Remain
Outstanding
and
Unvested at
Year End(d)
Fair
Value at
Vesting
Date of
Awards
Granted
and
Vested in
Same
Year(e)
Change in
Fair Value
from Prior
Year End to
Vesting Date
of Awards
Granted in
Prior Year
and Vested
in Covered
Year(f)
Total
Compensation
Actually Paid
Current PEO
2024
6,333,012
(4,598,131)
—
—
—
1,233,645
(128,825)
2,839,701
2023
5,146,654
(2,822,430)
—
—
(121,773)
1,644,860
(112,918)
3,734,393
2022
4,959,754
(2,926,974)
—
—
(5,662,379)
971,684
(829,349)
(3,487,264)
2021
16,225,908
(6,841,422) (5,948,895)
7,408,385
—
1,613,067
—
12,457,043
2020
—
—
—
—
—
—
—
—
Former PEO
2024
—
—
—
—
—
—
—
—
2023
—
—
—
—
—
—
—
—
2022
—
—
—
—
—
—
—
—
2021
14,937,691 (10,923,797)
—
—
—
5,401,003
—
9,414,897
2020
10,790,859
(3,218,805)
—
—
—
10,815,762
2,253,001
20,640,817
Non-PEO NEOs
2024
1,782,738
(613,054)
—
—
—
316,800
(1,300,897)
185,587
2023
1,582,600
(564,487)
—
—
399,967
622,383
(88,696)
1,951,767
2022
1,496,276
(499,327)
—
—
(6,755,464)
445,786
(367,361)
(5,680,091)
2021
6,235,544
(4,643,301)
—
2,092,510
(2,747,860)
521,421
—
1,458,313
2020
5,108,394
(736,170) (1,720,161)
1,777,626
5,306,198
1,818,870
41,052
11,595,809
(a)
Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation
Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation
Table in each of the fiscal years indicated.
(b)
The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not
include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone
at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation
columns of the Summary Compensation Table in accordance with SEC guidance.
(c)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO
NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining
outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year.
(d)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-
PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered
fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the
end of the covered fiscal year.
(e)
Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO
NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards
were also granted in the covered fiscal year.
(f)
Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-
PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became
vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
(4)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in each of our
Series A and Series B common stock (Nasdaq: QVCGA and QVCGB) from December 31, 2019 through December 31 of each
covered fiscal year.
(5)
For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500
Retail Index from December 31, 2019 through December 31 of each covered fiscal year.
(6)
Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year.
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 77
(7)
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately
reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees),
impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in
our equity investments.
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
$-
$50.00
$100.00
$150.00
$200.00
$250.00
$300.00
$(5)
$-
$5
$10
$15
$20
$25
2020 2021 2022 2023 2024
TSR Per $100
Compensation
Actually Paid
(millions)
Current PEO and Former PEO
Current CEO Comp.
Former CEO Comp.
QVCGA TSR
QVCGB TSR
PEER TSR
$-
$50.00
$100.00
$150.00
$200.00
$250.00
$300.00
$(10)
$(5)
$-
$5
$10
$15
2020 2021 2022 2023 2024
TSR Per $100
Compensation
Actually Paid
(millions)
non-PEO NEOs
Comp.
QVCGA TSR
QVCGB TSR
PEER TSR
Relationship Between Compensation Actually Paid and Net Income
$(3,000)
$(2,000)
$(1,000)
$-
$1,000
$2,000
$(5)
$-
$5
$10
$15
$20
$25
2020 2021 2022 2023 2024
Net Income
(millions)
Compensation
Actually Paid
(millions)
Current PEO and Former PEO
Current CEO Comp.
Former CEO Comp.
Net Income
$(3,000)
$(2,500)
$(2,000)
$(1,500)
$(1,000)
$(500)
$-
$500
$1,000
$1,500
$(8)
$(6)
$(4)
$(2)
$-
$2
$4
$6
$8
$10
$12
$14
2020 2021 2022 2023 2024
Net Income
(millions)
Compensation
Actually Paid
(millions)
non-PEO NEOs
Comp.
Net Income
Relationship Between Compensation Actually Paid and Adjusted OIBDA
$-
$500
$1,000
$1,500
$2,000
$2,500
$(5)
$-
$5
$10
$15
$20
$25
2020 2021 2022 2023 2024
Net Income
(in millions)
Compensation
Actually Paid
(in millions)
Current PEO and Former PEO
Current CEO Comp.
Former CEO Comp.
Adjusted OIBDA
$-
$500
$1,000
$1,500
$2,000
$2,500
$(8)
$(6)
$(4)
$(2)
$-
$2
$4
$6
$8
$10
$12
$14
2020 2021 2022 2023 2024
Net Income
(in millions)
Compensation
Actually Paid
(in millions)
non-PEO NEOs
Comp.
Adjusted OIBDA
EXECUTIVE COMPENSATION
78 / 2025 PROXY STATEMENT
2024 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive
compensation actually paid to performance.
Key Financial Performance Measures
Revenue
Adjusted OIBDA
Free Cash Flow
EXECUTIVE COMPENSATION
QVC GROUP, INC. / 79
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2024, with respect to shares of our common stock authorized
for issuance under our equity compensation plans.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights or
settlement of restricted
stock units
(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))
Equity compensation plans approved by security
holders:
QVC Group, Inc. 2016 Omnibus Incentive Plan,
as amended
—(1)
QVCGA
14,295,877
$ 6.13
QVCGB
406,758
$12.95
QVCGP
—
—
QVC Group, Inc. 2020 Omnibus Incentive Plan,
as amended
20,752,913(2)
QVCGA
12,778,524
$ 9.01
QVCGB
295,608
—
QVCGP
—
—
Equity compensation plans not approved by security
holders: None(3)
Total
QVCGA
27,074,401
QVCGB
702,366
QVCGP
—
20,752,913
(1)
Upon adoption of the 2020 incentive plan, as amended, the Board of Directors ceased making any further grants under the prior
incentive plans, including the 2016 incentive plan, as amended. The amounts reported for the 2016 incentive plan reflect the number
of shares of QVCGA and QVCGB to be issued upon exercise of outstanding options and the weighted exercise price thereof.
(2)
The 2020 incentive plan, as amended, permits grants of, or with respect to, shares of any series of our common stock. Shares
remaining in the 2016 incentive plan as of the adoption of the 2020 incentive plan are available for issuance under the 2020 incentive
plan. The amounts reported for the 2020 incentive plan reflect 4,026,801 shares of QVCGA to be issued upon exercise of
outstanding options and 8,751,723 shares of QVCGA and 295,608 shares of QVCGB to be issued upon the settlement of restricted
stock units or deferred stock units. Restricted stock units subject to performance-based vesting requirements are reflected at
target performance in the above table. As described in “—Compensation Discussion and Analysis—Elements of 2024 Executive
Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards,” our compensation
committee vested all of the 2024 Maffei QVCGB RSUs, but had 150% of the 2024 Maffei QVCGB RSUs vested, 443,412 shares of
QVCGB would have been issuable upon the settlement of such restricted stock units. The 2024 Maffei RSUs and the 2024 Chief
RSUs vested at the target level, and 76%, or 2,841,121 shares, of the 2024 Rawlinson RSUs vested. The weighted average exercise
prices relate solely to outstanding options and do not take into account restricted stock units or deferred stock units, which by
their nature do not have an exercise price.
(3)
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 QVCGA. We do not intend to issue any new grants under the HSN Plans in the
future. As of December 31, 2024, 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 908,101 QVCGA shares, which have
a weighted average exercise price of $13.64 and 3,510 shares of QVCGA and 104 shares of QVCGP to be issued upon the
settlement of deferred stock units. With respect to the HSN, Inc. 2017 Omnibus Incentive Plan, reflects 5,535 shares of QVCGA
and 165 shares of QVCGP to be issued upon settlement of deferred stock units.
EXECUTIVE COMPENSATION
80 / 2025 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 capital stock beneficially owned by each person or
entity known by us to own more than five percent of the outstanding shares of any series of our voting stock. Beneficial
ownership of our capital stock is set forth below only to the extent known by us or ascertainable from public filings.
Unless otherwise indicated, the security ownership information with respect to our capital stock is given as of January 31,
2025 and, in the case of percentage ownership information, is based upon (1) 389,654,508 QVCGA shares, (2) 8,927,840
QVCGB shares and (3) 12,723,258 QVCGP shares, in each case, outstanding on that date. The percentage voting power is
presented on an aggregate basis for all QVCGA and QVCGB shares. QVCGP shares are, however, non-voting and,
therefore, in the case of percentage voting power, are not included.
Name and Address of Beneficial Owner
Title of
Series
Amount and
Nature of
Beneficial
Ownership
Percent
of Series
(%)
Voting
Power
(%)
John C. Malone
c/o QVC Group, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
QVCGA
30,421,522(1)
7.8
6.4
QVCGB
—(1)
—
QVCGP
865,530(1)
6.8
Gregory B. Maffei
c/o QVC Group, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
QVCGA
5,732,400(2)
1.4
18.2
QVCGB
8,345,664(2)
89.4
QVCGP
181,624(2)
1.4
Contrarius Investment Management Limited
2 Bond Street
St. Helier, Jersey JE2 3NP, Channel Islands
QVCGA
35,138,516(3)
9.0
7.3
QVCGB
—
—
QVCGP
—
—
FPR Partners, LLC
405 Howard Street, 2nd Floor
San Francisco, CA 94105
QVCGA
29,888,306(4)
7.7
6.2
QVCGB
—
—
QVCGP
—
—
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
QVCGA
28,659,287(5)
7.4
6.0
QVCGB
—
—
QVCGP
—
—
*
Less than one percent
(1)
Information with respect to shares of our capital stock beneficially owned by Mr. Malone, a director of our Company, is also set
forth in “—Security Ownership of Management.”
(2)
Information with respect to shares of our capital 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. 2 to Schedule 13G, filed February 11, 2025 jointly by Contrarius and Contrarius Bermuda, which states
that, with respect to QVCGA, each of Contrarius and Contrarius Bermuda has shared voting power and shared dispositive power
over 35,138,516 shares.
(4)
Based on Schedule 13F, filed February 14, 2025 by FPR, which states that, with respect to QVCGA, FPR has sole voting power
and sole investment discretion over 29,888,306 shares.
(5)
Based on Schedule 13F, filed February 11, 2025 by Vanguard, which states that, with respect to QVCGA, Vanguard has sole
investment discretion over 28,529,684 shares and shared investment discretion over 129,603 shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
QVC GROUP, INC. / 81
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 current directors and executive officers as a group of shares of QVCGA, QVCGB
and QVCGP (which does not include those persons who will be executive officers effective April 1, 2025 as set forth in
“Executive Management” above). The security ownership information with respect to our capital stock is given as of
January 31, 2025 and, in the case of percentage ownership information, is based upon (1) 389,654,508 QVCGA shares,
(2) 8,927,840 QVCGB shares and (3) 12,723,258 QVCGP shares, in each case, outstanding on that date. The percentage
voting power is presented on an aggregate basis for all QVCGA and QVCGB shares. QVCGP shares are, however, non-
voting and, therefore, in the case of percentage voting power, are not included.
Shares of restricted stock that have been granted pursuant to QVC Group’s incentive plans are included in the outstanding
share numbers, for purposes of the table below and throughout this proxy statement. Shares of capital stock issuable
upon exercise or conversion of options, warrants, restricted stock units, dividend equivalent rights and convertible securities
that were exercisable or convertible on or within 60 days after January 31, 2025 are deemed to be outstanding and to be
beneficially owned by the person holding the options, warrants, restricted stock units, dividend equivalent rights 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 QVCGB, though convertible on a one-for-one basis into shares of QVCGA, are reported as
beneficial ownership of QVCGB only, and not as beneficial ownership of QVCGA. 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.
Name
Title of
Series
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
Voting
Power
(%)
Gregory B. Maffei
Chairman of the Board and
Director
QVCGA
5,732(1)(2)
1.4
18.2
QVCGB
8,346(1)(2)
89.4
QVCGP
182
1.4
David Rawlinson II
President, Chief Executive
Officer and Director
QVCGA
2,860(1)
*
*
QVCGB
—
—
QVCGP
—
—
John C. Malone
Director
QVCGA
30,422(3)(4)(5)
7.8
6.4
QVCGB
—
—
QVCGP
866(3)(4)(5)(6)
6.8
Richard N. Barton
Director
QVCGA
217(1)(7)
*
*
QVCGB
—
—
QVCGP
**(7)
*
Fiona P. Dias
Director
QVCGA
128(8)
*
*
QVCGB
—
—
QVCGP
**(8)
*
M. Ian G. Gilchrist
Director
QVCGA
201(1)
*
*
QVCGB
—
—
QVCGP
—
—
Evan D. Malone
Director
QVCGA
446(5)
*
*
QVCGB
—
—
QVCGP
10(5)
*
Larry E. Romrell
Director
QVCGA
256(1)
*
*
QVCGB
**
*
QVCGP
—
—
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
82 / 2025 PROXY STATEMENT
Name
Title of
Series
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
Voting
Power
(%)
Andrea L. Wong
Director
QVCGA
169(1)
*
*
QVCGB
—
—
QVCGP
1
*
Brian J. Wendling
Principal Financial Officer
and Chief Accounting Officer
QVCGA
73(1)
*
*
QVCGB
—
—
QVCGP
—
—
Renee L. Wilm
Chief Legal Officer and
Chief Administrative Officer
QVCGA
670(1)
*
*
QVCGB
—
—
QVCGP
—
—
All current directors and
executive officers as a group
(11 persons)
QVCGA
40,884(1)(2)(3)(4)(5)(7)(8)(9)
10.3
25.4
QVCGB
8,346(1)(2)
89.4
QVCGP
1,051(3)(4)(5)(6)(7)(8)(9)
8.3
*
Less than one percent
**
Less than 1,000 shares
(1)
Includes beneficial ownership of QVCGA and QVCGB shares that may be acquired upon exercise of, or which relate to, stock
options exercisable within 60 days after January 31, 2025.
QVCGA
QVCGB
Gregory B. Maffei
5,732,400
406,758
David Rawlinson II
1,333,184
—
Richard N. Barton
141,955
—
M. Ian G. Gilchrist
114,757
—
Larry E. Romrell
141,955
—
Andrea L. Wong
46,059
—
Brian J. Wendling
72,866
—
Renee L. Wilm
670,069
—
Total
8,253,245
406,758
(2)
The Maffei Call Agreement (as defined and described below) contains certain provisions relating to the transfer of QVCGB shares
beneficially owned by Mr. Maffei.
(3)
Includes 937,593 QVCGA shares and 19,057 QVCGP shares held in a revocable trust with respect to which Mr. Malone and
Mr. Malone’s wife, Mrs. Leslie Malone (Mrs. Malone), are trustees. Mrs. Malone has the right to revoke such trust at any time.
Mr. Malone has disclaimed beneficial ownership of the shares held by such trust.
(4)
Includes 213,526 QVCGA shares and 5,823 QVCGP shares held by a trust which is managed by an independent trustee, of which
the beneficiary is one of 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 trust and has disclaimed beneficial ownership of the shares held by the trust.
(5)
Includes 291,314 QVCGA shares and 7,944 QVCGP shares held by a trust which is managed by an independent trustee and
Mr. Evan Malone, one of Mr. Malone’s adult children, of which the beneficiary is Mr. Evan Malone and in which Mr. Malone has no
pecuniary interest. Mr. Malone retains the right to substitute assets held by the trust and has disclaimed beneficial ownership of the
shares held by the trust.
(6)
Includes 110,300 QVCGP shares held by a grantor trust of which Mrs. Malone is the grantor and Mr. Malone is the sole trustee.
Mrs. Malone retains a power of substitution and Mr. Malone has a power of appointment over the assets in the trust.
(7)
Includes 66 QVCGA shares and 1 QVCGP share held by the Barton Descendants’ Trust 12/30/2004 over which Mr. Barton has
investment power but not voting power.
(8)
Includes 9,045 restricted stock units with respect to QVCGA shares, 269 restricted stock units with respect to QVCGP shares, and
11,993 dividend equivalent rights with respect to QVCGA shares. Upon the completion of our acquisition of HSN, Inc., QVC
Group 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 QVCGA shares and dividend equivalent rights have subsequently
accrued on such restricted stock units in connection with special dividends paid on QVC Group’s common stock and quarterly
dividends paid on QVCGP. As a result of the expiration of the 2020 incentive plan on May 21, 2025, following the payment of the
QVCGP dividend on March 17, 2025, Ms. Dias will accrue cash on quarterly dividends paid on QVCGP instead of dividend equivalent
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
QVC GROUP, INC. / 83
rights. Ms. Dias’s restricted stock units and dividend equivalent stock unit rights and such cash (as described in the foregoing
sentence) will vest upon her termination of service from the Board of Directors.
(9)
The 291,314 QVCGA shares and 7,944 QVCGP shares held by the trust described in footnote (5) above and included in the
number of shares beneficially owned by both Messrs. Malone and Evan Malone are only included once in these totals.
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.
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.
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 forms 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, 2024, 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 by Albert E. Rosenthaler on April 3, 2024 reporting one
transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
84 / 2025 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.
MALONE STOCK EXCHANGE AND MAFFEI ARRANGEMENTS
On May 18, 2021, Gregory B. Maffei, the Chairman of the Board and a director of our company, delivered a written offer
(the Offer) to John C. Malone, a director of our company, to acquire all of the outstanding shares of QVCGB beneficially
owned by Mr. Malone, his wife Leslie Malone and certain trusts for the benefit of Mr. Malone, Mrs. Malone and/or their
children (the Malone Group, and such shares, the Subject Shares) at a per share price of $14.00 payable in cash,
securities or such other form of consideration as to which Mr. Maffei and Mr. Malone might mutually agree. The transfer by
the Malone Group of the Subject Shares was subject to the terms of that certain call agreement, dated February 9,
1998 (the Call Agreement), among our company, as successor-in-interest to the assignee of TCI, Mr. Malone and
Mrs. Malone, which provided us with the right to acquire all, but not less than all, of the Subject Shares at a per share price
equal to the lower of (x) the Offer price or (y) 110% of the average closing prices of a share of QVCGA for the 30
consecutive trading days ending on May 17, 2021 (with the price calculated pursuant to clause (y) equal to $13.62 per
share (the Call Price)) (the Call Right). On May 18, 2021, Mr. Malone provided written notice to us of his desire to accept
the Offer, subject to the approval by our Board of Directors of the transactions contemplated thereby for purposes of
Section 203 of the General Corporation Law of the State of Delaware, pursuant to the terms of the Call Agreement.
However, in the event we determined to exercise the Call Right, Mr. Malone indicated a preference for the payment of the
per share price in the form of shares of QVCGA such that he would continue to hold a substantial investment in our company.
STOCK EXCHANGE AGREEMENT WITH JOHN C. MALONE
On June 2, 2021, we delivered written notice to Mr. Malone to exercise the Call Right and to pay the per share Call Price
required by the Call Agreement in shares of QVCGA. On June 3, 2021, we and the Malone Group entered into a Stock
Exchange Agreement (the Malone Stock Exchange Agreement) to effect the closing of the Call Right exercise, pursuant
to which the Malone Group transferred to us an aggregate of 27,655,931 shares of QVCGB, and in exchange (the
Malone Exchange), we issued to the Malone Group an aggregate of 30,421,522 shares of QVCGA. Under the terms of
the Call Agreement, the aggregate Call Price converts into an equivalent ratio of 1.1 shares of QVCGA for each share of
QVCGB with the aggregate number of shares of QVCGA issued to each member of the Malone Group rounded down to the
nearest whole share.
ARRANGEMENTS WITH GREGORY B. MAFFEI
As a result of the Malone Exchange and in the absence of the negotiated Letter Agreement (defined below) Mr. Maffei
would have had the right to assert that a “Change of Control” (as defined in the 2019 Maffei Employment Agreement), by
and between Liberty Media and Mr. Maffei) with respect to our company had occurred and that Mr. Maffei had “Good Reason”
(as defined in the 2019 Maffei Employment Agreement) to resign from and terminate his employment with our company.
This would have resulted in the acceleration of the vesting of Mr. Maffei’s outstanding and unvested equity-based awards
with respect to our company, our obligation to pay Mr. Maffei certain severance related benefits and our obligation to make a
termination payment to Liberty Media pursuant to that certain Services Agreement, dated as of September 23, 2011,
between us and Liberty Media, as clarified by that certain Letter Agreement, dated as of September 23, 2011, by and
between us and Liberty Media, and as amended by that certain First Amendment to Services Agreement, effective as of
December 13, 2019, by and between us and Liberty Media (the Services Agreement).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
QVC GROUP, INC. / 85
WAIVER LETTER AND AMENDMENT OF 2019 MAFFEI EMPLOYMENT AGREEMENT
On June 3, 2021, we, Liberty Media and Mr. Maffei entered into a Waiver Letter and Amendment of 2019 Maffei Employment
Agreement (the Letter Agreement), pursuant to which, among other things, Mr. Maffei (x) waived his rights to assert that
our exercise of the Call Right, the transactions to be consummated pursuant to the Malone Stock Exchange Agreement or
the resulting reduction in the Malone Group’s voting power with respect to our company (collectively, the Specified
Events) would constitute a “Change in Control” or “Good Reason,” in each case, as defined in the 2019 Maffei Employment
Agreement, with respect to our company, and agreed not to terminate his employment with our company for “Good
Reason” in connection with or arising out of the Option Cancellation (as defined below) or any of the Specified Events,
and (y) consented to the cancellation (the Option Cancellation) of stock option awards to purchase shares of QVCGB that
had been granted to Mr. Maffei on each of December 24, 2014, and March 31, 2015 for 1,137,228 shares at an exercise
price of $16.97 per share, and 197,783 shares at an exercise price of $16.71 per share, respectively. In consideration for the
foregoing, pursuant to the Letter Agreement, (i) Mr. Maffei received a grant of 1,101,321 restricted shares of QVCGB
which vested in December 2024 in accordance with the terms of the Letter Agreement, and (ii) we agreed that the portion
of the Annual Equity Awards (as defined in the 2019 Maffei Employment Agreement) that would be granted by our
company to Mr. Maffei pursuant to Section 4.11 of the 2019 Maffei Employment Agreement for calendar years 2022, 2023
and 2024 be granted with respect to QVCGB.
MAFFEI STOCK EXCHANGE AGREEMENT
Also, on June 3, 2021, we and Mr. Maffei entered into a Stock Exchange Agreement (the Maffei Stock Exchange
Agreement) pursuant to which, among other things: (i) on June 3, 2021, Mr. Maffei transferred to us an aggregate of
5,378,308 shares of QVCGA, and in exchange we issued to Mr. Maffei an equivalent number of shares of QVCGB; (ii) we
agreed that on the terms and subject to the conditions of the Maffei Stock Exchange Agreement, Mr. Maffei, at his
option (during the six-month period following the vesting of the performance-based restricted stock unit award granted to
Mr. Maffei on March 10, 2021), may transfer to us the number of shares of QVCGA actually received by Mr. Maffei upon
vesting of such performance-based restricted stock unit award in exchange for an equivalent number of newly-issued
shares of QVCGB (the Subsequent Exchange); (iii) Mr. Maffei agreed that until December 31, 2024 (the Cap Period),
which was also the end of the term of the 2019 Maffei Employment Agreement, he would not, and would not authorize or
permit any of his affiliates that he controls (Controlled Affiliates) to, acquire or agree to acquire (or announce publicly an
intent to acquire) by purchase or otherwise, beneficial ownership of our voting securities (or direct or indirect rights or
options to acquire any such voting securities) if, after giving effect to any such acquisition of securities, the aggregate voting
power of our voting securities beneficially owned by Mr. Maffei and his Controlled Affiliates would have exceeded 20.0%
of the voting power of all of the outstanding voting securities (assuming, for purposes of this calculation that all voting
securities beneficially owned by Mr. Maffei which are not outstanding are included in the calculation) (the Cap); and (iv) the
foregoing transactions by which Mr. Maffei and certain of his related persons became an “interested stockholder” were
approved for purposes of Section 203 of the General Corporation Law of the State of Delaware.
The Cap was subject to certain exceptions, including (i) the Subsequent Exchange, (ii) the receipt, exercise or vesting of
his equity compensation awards and (iii) any dividend or other distribution made, or similar action taken, by us (including the
receipt in connection therewith of any rights, warrants or other securities granting the holder the right to acquire voting
securities of our company, and any acquisition of voting securities of our company upon the exercise thereof). However, if
during the Cap Period, the voting power of our outstanding voting securities beneficially owned by Mr. Maffei and his
Controlled Affiliates had exceeded the Cap, Mr. Maffei would, and would have caused his Controlled Affiliates to, vote his
voting securities that represent voting power in excess of the Cap, in the same proportions as the votes cast by our
stockholders unaffiliated with Mr. Maffei on any matter submitted to a vote of our stockholders. In addition, Mr. Maffei
and his Controlled Affiliates could not have transferred voting securities of our company to any other Controlled Affiliate of
Mr. Maffei unless such transferee agreed to be bound by the terms of the Maffei Stock Exchange Agreement.
On March 25, 2022, we and Mr. Maffei completed the Subsequent Exchange. Pursuant to the terms of the Maffei Stock
Exchange Agreement, at the closing of the Subsequent Exchange, Mr. Maffei transferred to us 229,022 shares of QVCGA
and in exchange we issued to Mr. Maffei an equivalent number of shares of QVCGB.
The foregoing descriptions of the Malone Stock Exchange Agreement, the Maffei Stock Exchange Agreement, the Letter
Agreement and Mr. Maffei’s restricted stock award do not purport to be complete and are subject to, and qualified in their
entirety by, such agreements, which are incorporated by reference herein and filed as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively, to our Current Report on Form 8-K filed with the SEC on June 4, 2021.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
86 / 2025 PROXY STATEMENT
MAFFEI CALL AGREEMENT
In connection with the settlement of stockholder litigation stemming from the transactions described above under “—Malone
Stock Exchange and Maffei Arrangements,” on September 25, 2024, our company entered into a call agreement (the
Maffei Call Agreement) with Mr. Maffei, pursuant to which Mr. Maffei granted to our company the right to purchase all shares
of High Vote Stock (as defined below) owned by Mr. Maffei and certain successors and permitted transferees (collectively,
the Maffei Group) upon Mr. Maffei’s death. If that right is exercised, our company may acquire the High Vote Stock at a
price equal to the market price of the Low Vote Stock (as defined below) into which such High Vote Stock is convertible, plus
a 10% premium. Our company also has a right of first refusal to purchase High Vote Stock that a member of the Maffei
Group may propose to sell to a third party, at a purchase price equal to the lesser of (i) the price offered by the third party
and (ii) the market price of the Low Vote Stock into which such High Vote Stock is convertible, plus a 10% premium. In either
case, if our company exercises its right to purchase the High Vote Stock of the applicable member of the Maffei Group,
such member of the Maffei Group can elect to receive from our company the purchase price for such High Vote Stock in
cash, shares of Low Vote Stock or a combination thereof. The Maffei Call Agreement also prohibits any member of the
Maffei Group from disposing of High Vote Stock, except for certain exempt transfers (such as transfers to specified
related parties, the conversion of any High Vote Stock to Low Vote Stock on a one-for-one basis or certain dispositions to
satisfy withholding obligations in connection with the exercise of stock options) and except if our company fails to exercise its
right of first refusal in connection with a proposed sale of High Vote Stock to a third party.
For purposes of the Maffei Call Agreement, “High Vote Stock” is common stock of our company of any series that has
voting rights greater than one vote per share, while “Low Vote Stock” is common stock of our company of any series that
has not more than one vote per share. The High Vote Stock currently consists of QVCGB, while the Low Vote Stock currently
consists of QVCGA.
The Maffei Call Agreement became effective on December 6, 2024. The Maffei Call Agreement will terminate upon the
first to occur of (i) all of the High Vote Stock held by the Maffei Group has been sold to our company and/or sold to a third
party whereby our company did not elect to exercise its right of first refusal, (ii) a change of control of our company
(subject to certain exceptions), (iii) the Maffei Group collectively beneficially own less than 5% of the voting power of our
company and (iv) our company’s call right following the death of Mr. Maffei has expired unexercised.
The foregoing description of the Maffei Call Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, such agreement, a copy of which is incorporated by reference herein and filed as Exhibit 10.1 to our
Current Report on Form 8-K filed with the SEC on September 25, 2024.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
QVC GROUP, INC. / 87
Appendix A
GAAP TO NON-GAAP RECONCILIATION OF FREE CASH FLOW
(US$ millions, unaudited)
Twelve months ended December 31,
2023
2024
Net Cash Provided (Used) by Operating Activities(1)
919
525
Plus: Insurance Proceeds Related to Fixed Assets
54
—
Less: Capital Expenditures
(230)
(199)
Less: Expenditures for Television Distribution Rights
(113)
(37)
Less: Investments in Green Energy(2)
—
—
Less: Dividends Paid to Non-controlling Interest
(53)
(51)
Free Cash Flow
577
238
Less: Insurance Proceeds Related to Rocky Mount Fire
(280)
—
Free Cash Flow Excluding Insurance Proceeds Related to Rocky Mount Fire
297
238
(1)
Includes insurance proceeds received for operating expenses and business interruption losses of $226 million in the twelve months
ended December 31, 2023.
(2)
Included within investments in and loans to cost and equity investees.
USE OF NON-GAAP MEASURES
QVC Group defines free cash flow as cash flows from operating activities less capital expenditures, expenditures for
television distribution rights, investments in green energy and dividends paid to noncontrolling interests. QVC Group believes
free cash flow is an important indicator of the financial stability of its business. QVC Group believes cash flows from
operating activities is the most directly comparable GAAP measure. Free cash flow is not meant to replace or supersede
this GAAP measure, but rather to supplement such GAAP measure in order to present investors with a supplemental metric
of financial performance.
APPENDIX A
QVC GROUP, INC. / A-1
Appendix B
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION OF
QVC GROUP, INC.
QVC Group, Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of
the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting in its entirety the
paragraph of Article IV thereof that is the penultimate paragraph of the paragraphs of such Article IV that precede the
beginning of Section A of such Article IV, which penultimate paragraph provided for the prior reclassification of capital stock
of the Corporation and begins with the language “Upon this Restated Certificate of Incorporation”, and inserting the
following in lieu thereof:
“Upon this Certificate of Amendment of Restated Certificate of Incorporation of the Corporation (as the Restated
Certificate of Incorporation of the Corporation may from time to time hereafter be amended or restated, this “Restated
Certificate”) becoming effective pursuant to the DGCL (the “Effective Time”), the shares of Series A Common
Stock and Series B Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time
shall be reclassified and combined into a smaller number of shares of Series A Common Stock and Series B
Common Stock, respectively, such that (i) each two (2) to fifty (50) shares of Series A Common Stock shall, at the
Effective Time, be automatically reclassified and combined into one share of Series A Common Stock, and (ii) each
two (2) to fifty (50) shares of Series B Common Stock shall, at the Effective Time, be automatically reclassified and
combined into one share of Series B Common Stock, in each case, with the exact ratio within the foregoing range to be
determined by the Board of Directors (or a committee thereof) and publicly announced by the Corporation prior to
the Effective Time; provided that the ratio determined by the Board of Directors (or a committee thereof) shall be
identical for both the Series A Common Stock and Series B Common Stock (the “Reclassification”). The par value of
the Common Stock immediately following the Effective Time shall remain at $0.01 par value per share. Immediately
following the Effective Time, any certificates representing the shares of Common Stock shall represent the number of
whole shares of Common Stock into which such shares shall have been reclassified pursuant to the Reclassification.
No fractional shares of Common Stock shall be issued as a result of the Reclassification. In lieu of any fractional shares
to which a stockholder would otherwise be entitled as a result of the Reclassification, the Corporation shall pay to
such stockholder cash equal to such fraction multiplied by the fair value of a share of the applicable series of Common
Stock as determined in good faith by the Board of Directors (or a committee thereof) in accordance with the DGCL.”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
APPENDIX B
QVC GROUP, INC. / B-1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its authorized officer
this
day of
, 20
.
QVC GROUP, INC.
By:
Name:
Title:
APPENDIX B
B-2 / 2025 PROXY STATEMENT
F-1
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 QVC Group, Inc. (formerly named Qurate Retail, Inc., “QVC Group,” the
“Company,” “we,” “us” and “our”) traded on the Nasdaq Global Select Market until December 2, 2024, when it began
trading on the Nasdaq Capital Market. Our Series A and Series B common stock trade on the Nasdaq Capital Market,
under the symbols “QVCGA” and “QVCGB” (formerly “QRTEA” and “QRTEB”). Stock price information for securities
traded on the Nasdaq Capital Market can be found on the Nasdaq’s website at www.nasdaq.com. The following table sets
forth the range of high and low sales prices of shares of our Series B common stock for the years ended December 31,
2024 and 2023. Although our Series B common stock is traded on the Nasdaq Capital Market, an established public trading
market does not exist for the stock, as it is not actively traded.
QVC Group
Series B (QVCGB)
High
Low
2023
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7.44
4.28
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9.50
3.69
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8.74
5.12
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9.15
5.42
2024
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7.69
3.87
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.99
3.60
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.90
3.30
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.28
2.58
Holders
As of January 31, 2025, there were 2,019 and 55 record holders of our Series A and Series B common stock,
respectively. 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.
Purchases of Equity Securities by the Issuer
Share Repurchase Programs
In May 2019, the board authorized the repurchase of $500 million of Series A or Series B common stock. In
August 2021, the board authorized the repurchase of $500 million of Series A or Series B common stock.
There were no repurchases of Series A common stock, Series B common stock or the Company’s 8.0% Series A
Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Preferred Stock”) during the three months ended
December 31, 2024.
F-2
No shares of Series A common stock and 24 shares of Preferred Stock were surrendered by certain of our officers
and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock during
the three months ended December 31, 2024.
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 of the accompanying consolidated financial statements for an overview of new
accounting standards that we have adopted or that we plan to adopt that have had or may have an impact on our financial
statements.
Overview
We own controlling and non-controlling interests in a broad range of video and online commerce companies. Our
largest businesses and reportable segments are QxH (QVC U.S. and HSN, Inc. (“HSN”)) and QVC International. QVC,
Inc. (“QVC”), which includes QxH and QVC International, markets and sells a wide variety of consumer products in the
United States (“U.S.”) and several foreign countries via highly engaging video-rich, interactive shopping experiences
primarily by means of its televised shopping programs and the Internet through its domestic and international websites and
mobile applications. Cornerstone Brands, Inc. (“CBI”) consists of a portfolio of aspirational home and apparel brands, and
is a reportable segment. Our “Corporate and other” category includes corporate activity along with various cost method
investments.
Zulily, LLC (“Zulily”) was a wholly owned subsidiary of QVC Group until its divestiture on May 24, 2023. QVC
Group recognized a loss on the divestiture of $64 million in the second quarter of 2023. Zulily is included in Corporate
and other through May 23, 2023 and is not presented as a discontinued operation as the disposition did not represent a
strategic shift that had a major effect on QVC Group’s operations and financial results.
Included in revenue in the accompanying consolidated statements of operations is $301 million and $906 million
for the years ended December 31, 2023 and 2022, respectively, related to Zulily. Included in net earnings (loss) in the
accompanying consolidated statement of operations are losses of $44 million and $470 million for the years ended
December 31, 2023 and 2022, respectively, related to Zulily.
Strategies and Challenges
QVC
On June 27, 2022, QVC Group announced a five-point turnaround plan designed to stabilize and differentiate its
core HSN and QVC-U.S. businesses and expand the Company's leadership in video streaming commerce (“Project
Athens”). Project Athens’ main initiatives included: (i) improve customer experience and grow relationships - focus on
rebuilding stronger connections with their customers; (ii) rigorously execute core processes - enhance core processes to
deliver the human story telling experience behind a product while also sharing a clear and compelling value proposition
through price optimization and assortment; (iii) lower cost to serve - right size its cost base to improve profitability and
cash generation; (iv) optimize the brand portfolio - explore untapped opportunities to maximize brand value; and (v) build
new high growth businesses - expand reach in the video streaming shopping market.
During 2022, QVC commenced the first phase of Project Athens, including actions to reduce inventory and a
planned workforce reduction that was completed in February 2023. QVC recorded restructuring charges of $13 million
during the year ended December 31, 2023 in restructuring, penalties and fire related costs, net of (recoveries) in the
consolidated statement of operations. These initiatives were consistent with QVC’s strategy to operate more efficiently as
it implements its turnaround plan.
F-3
During the second quarter of 2024, QVC entered into an agreement and announced a plan to shift its global
operating model for IT services to a managed services model. As a result, during the year ended December 31, 2024 QVC
recorded restructuring charges of $18 million in restructuring, penalties and fire related costs, net of (recoveries) in the
consolidated statement of operations.
Project Athens laid the foundation for sustained growth by enhancing operational efficiency and financial margins
and embedding a culture of continuous improvement. Following the completion of Project Athens and building on these
successes, on November 14, 2024, QVC announced a transition to the WIN strategy, targeting top-line growth through
three central priorities: (i) ‘Wherever She Shops’ - aims to enhance customer interactions across diverse platforms; (ii)
‘Inspiring People & Products’ - fosters rich, engaging content experiences; and (iii) ‘New Ways of Working’ - emphasizes
leveraging technology and process enhancements to streamline operations and fuel innovation. With the WIN strategy,
QVC plans to broaden content outreach by creating dynamic, purpose-built experiences that resonate across social media
and digital streaming channels. By optimizing its production studios and fostering continuous improvement, QVC envisage
content creation as an integrated, efficient process that adapts to various platforms without losing the essence of its brand.
QVC aims to grow audiences and redefine shopping experiences, ensuring that it meets its customers wherever they are
while building on its heritage for sustained success.
On January 29, 2025, the Company announced the consolidation of its QVC and HSN operations at the
Company’s Studio Park location in West Chester, PA, and the closing of the St. Petersburg, FL campus. The consolidation
is part of QVC’s organizational and strategic changes intended to support the company’s growth strategy. QVC is currently
evaluating the financial impact of the consolidation and anticipates recording severance and accelerated depreciation.
CBI.
CBI’s goal is to continue to provide customers with appealing home furnishings and apparel products that delight
and inspire. As customers shop CBI’s breadth of products through its websites, retail stores or through its catalog mailings,
they will find products that allow them to outfit their lives and homes to their unique style. CBI’s brands, including Ballard
Designs, Frontgate, Grandin Road and Garnet Hill, provide a selection of fresh, unique and aspirational merchandise
curated every season. CBI intends to employ the following strategies to achieve these goals and objectives: (i) acquire new
customers through effective direct-to-consumer marketing; (ii) expand brick-and-mortar retail in attractive markets; (iii)
further develop proprietary product that is unique to its brand positioning; (iv) invest in cross brand loyalty programs and
a redesigned mobile platform; and (v) build out a successful low cost supply chain network to support the growth of the
business. During the third quarter of 2024, work began on CBI’s business transformation initiative. The focus is to provide
a service level to the customers that matches or exceeds expectations for premium home furnishing, textile and apparel
products. The key elements of the transformation initiatives include building incremental capabilities within digital
performance marketing, pricing, sourcing and retail stores.
CBI looks to leverage its sourcing network by leaning on its merchandising team for further proprietary product
development. As CBI grows, continuing to identify a stable and reliable supplier base that can partner with its brand
merchants to develop future collections and offering will be key to the long-term health and growth of the business. If CBI
is not able to identify markets capable of manufacturing at a logistics cost structure that aids the brand desire for further
proprietary product, it may lose customers to lower cost competitors who rely on trading houses for product. Even if CBI
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. An inability to purchase suitable merchandise on acceptable terms or to source new vendors could have
an adverse effect on CBI’s business.
As a direct-to-consumer company, CBI endeavors to effectively target consumers to drive acquisition, repeat
buyers and reactivated purchasers. CBI uses a balance of retail stores and digital marketing to entice customers to shop its
assortment. CBI must incur costs related to its marketing efforts, including but not limited to, photography, digital
analytics, paper purchases, catalog print relationships, and real estate development. As CBI grows, there will be challenges
to market in a way that enables further consumer purchase expansion at a cost that continues to return value back to the
business.
F-4
Trends
QVC’s future net revenue will depend on its ability to grow through Digital Platforms (defined in the “Results of
Operation – Businesses” section below), retain and grow revenue from existing customers and attract new customers.
QVC's future net revenue may also be affected by (i) the willingness of cable television and direct-to-home satellite system
operators to continue carrying QVC's programming service; (ii) QVC's ability to maintain favorable channel positioning,
which may become more difficult due to governmental action or from distributors converting analog customers to digital;
(iii) changes in television viewing habits because of video-on-demand technologies and internet video services; (iv) QVC's
ability to source new and compelling products; and (v) general economic conditions.
The current economic uncertainty in various regions of the world in which our subsidiaries and affiliates operate,
has impacted and could continue to adversely affect demand for their products and services since a substantial portion of
their revenue is derived from discretionary spending by individuals, which typically falls, to varying degrees, during times
of economic instability and inflationary pressures. Global financial markets may experience disruptions, including
increased volatility and diminished liquidity and credit availability. If economic and financial market conditions in the
U.S. or other key markets, including Europe and Japan, continue to be uncertain or deteriorate, customers may respond by
suspending, delaying, or reducing their discretionary spending. Any further suspension, delay or reduction in discretionary
spending could adversely affect revenue. Accordingly, our businesses’ ability to increase or maintain revenue and earnings
could be adversely affected to the extent that relevant economic environments decline. Such weak economic conditions
may also inhibit QVC’s expansion into new European and other markets. The Company is currently unable to predict the
extent of any of these potential adverse effects.
QVC has continued to see inflationary pressures during the period, including higher wages and merchandise costs
consistent with inflation experienced by the global economy. If these pressures persist, inflated costs may result in certain
increased costs outpacing QVC’s pricing power in the near term.
Fire at Rocky Mount Distribution Center
In December 2021, QVC experienced a fire at its Rocky Mount fulfillment center in North Carolina. Rocky Mount
was QVC’s second-largest fulfillment center, processing approximately 25% to 30% of volume for QVC U.S., and also
served as QVC U.S.’s primary returns center for hard goods. The building was significantly damaged as a result of the fire
and related smoke and did not reopen. QVC took steps to mitigate disruption to operations including diverting inbound
orders, leveraging its existing fulfillment centers and supplementing these facilities with short-term leased space as needed.
QVC sold the property in February 2023 and received net cash proceeds of $19 million. QVC assessed its network footprint
and is making investments to increase throughput as a result of the loss of the Rocky Mount fulfillment center.
Based on the provisions of QVC’s insurance policies certain fire related costs were recoverable. In June 2023,
QVC agreed to a final insurance settlement with its insurance company and received all remaining proceeds related to the
Rocky Mount claim. During the year ended December 31, 2023, QVC received $280 million of insurance proceeds, of
which $210 million represented recoveries for business interruption losses. During the year ended December 31, 2023,
QVC recorded $32 million of fire related costs and recognized net gains of $208 million representing proceeds received
in excess of recoverable losses in restructuring, penalties and fire related costs, net of (recoveries) in the consolidated
statements of operations.
Sale-leaseback Transactions
In November 2022, QVC entered into agreements to sell two properties located in Germany and the U.K. to an
independent third party. Under the terms of the agreements, QVC received net cash proceeds of $182 million related to its
German and U.K. facilities when the sales closed in January 2023. Concurrent with the sale, QVC entered into agreements
to lease each of the properties back from the purchaser over an initial term of 20 years with the option to extend the terms
of the property leases for up to four consecutive terms of five years. QVC recognized a $113 million gain related to the
successful sale leaseback of the German and U.K. properties during the first quarter of 2023 calculated as the difference
between the aggregate consideration received and the carrying value of the properties. The Company accounted for the
leases as operating leases and recorded $74 million of right-of-use assets and operating lease liabilities for the German and
U.K. properties.
F-5
In December 2023, QVC entered into an agreement to sell an owned and operated property in Germany to an
independent third party. This property was owned as of December 31, 2023, and was considered held for sale and included
in other assets, at cost, net of accumulated amortization in the accompanying consolidated balance sheet. Under the terms
of the agreement, QVC received net cash proceeds of $6 million related to its German facility when the sale closed in
February 2024. QVC recognized a $1 million gain related to the sale during the first quarter of 2024, calculated as the
difference between the aggregate consideration received and the carrying value of the property. Concurrent with the sale,
the Company entered into an agreement to lease a portion of the property back over two years and recorded an operating
lease right-of-use asset and operating lease liability of $1 million.
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 corporate activity and various cost method investments. For a
more detailed discussion and analysis of the financial results of the principal reporting segments, see "Results of
Operations–Businesses" below.
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal
year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023
compared to fiscal year 2022 can be found in "Management’s Discussion and Analysis of Financial Condition and Results
of Operations" of our Annual Report for the year ended December 31, 2023.
Operating Results
Years ended December 31,
2024
2023
amounts in millions
Revenue
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,598
6,995
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,399
2,454
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,040
1,165
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
301
Consolidated QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
10,037
10,915
Operating Income (Loss)
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,045)
275
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
275
370
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
35
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
(90)
Consolidated QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(809)
590
Adjusted OIBDA
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
765
746
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
333
325
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
67
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(31)
(64)
Consolidated QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,103
1,074
F-6
Revenue. Our consolidated revenue decreased 8.0% for the year ended December 31, 2024, as compared to the
corresponding prior year period. QxH, CBI and QVC International revenue decreased $397 million, $125 million and $55
million, respectively, during the year ended December 31, 2024, as compared to the same period in the prior year. See
"Results of Operations–Businesses" below for a more complete discussion of the results of operations of QVC and CBI.
Corporate and other revenue decreased $301 million for the year ended December 31, 2024, as compared to the same
period in the prior year, due to Zulily’s results only being recorded through May 23, 2023.
Operating income (loss). Our consolidated operating income decreased $1,399 million for the year ended
December 31, 2024 as compared to the corresponding prior year period, primarily due to the impairments of goodwill and
intangible assets recorded during the year ended December 31, 2024. Operating income decreased $1,320 million at QxH,
$95 million at QVC International, and $33 million at CBI. See "Results of Operations–Businesses" below for a more
complete discussion of the results of operations of QVC and CBI. The decreases were partially offset by a decrease in
operating loss at Corporate and other of $49 million, compared to the corresponding period in the prior year, primarily
related to Zulily’s operations only being recorded through May 23, 2023 as a result of the divestiture of Zulily.
Adjusted Operating Income Before Depreciation and Amortization (“OIBDA”). 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, and where applicable, separately identified impairments, litigation settlements, restructuring, penalties and
fire related costs, net (including Rocky Mount inventory losses), and gains on sale of assets and leaseback transactions.
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 (“GAAP”).
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA.
Years ended December 31,
2024
2023
amounts in millions
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(809)
590
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383
407
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
53
Restructuring, penalties and fire related costs, net of (recoveries) . . . . . . . . . . . . . . . . . . . .
18
(189)
Gains on sale of assets and sale leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(113)
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,480
326
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,103
1,074
Consolidated Adjusted OIBDA increased $29 million for the year ended December 31, 2024, as compared to the
corresponding prior year period, primarily due to a decrease in Adjusted OIBDA losses of $33 million at Corporate and
other and increases in Adjusted OIBDA of $19 million at QxH and $8 million at QVC International, partially offset by a
decrease in Adjusted OIBDA of $31 million at CBI. See "Results of Operations–Businesses" below for a more complete
discussion of the results of operations of QVC and CBI. Corporate and other Adjusted OIBDA loss decreased for the year
ended December 31, 2024, as compared to the corresponding period in the prior year, primarily due to the divestiture of
Zulily and Adjusted OIBDA losses only being recorded through May 23, 2023, partially offset by increased legal expense
at the corporate level in the current year.
F-7
Other Income and Expense
Components of Other Income (Expense) are presented in the table below.
Years ended December 31,
2024
2023
amounts in millions
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(468)
(451)
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
52
Realized and unrealized gains (losses) on financial instruments, net . . . . . . . . . . . . . . . . . . . . .
(60)
(61)
Loss on disposition of Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(64)
Tax sharing income (expense) with Liberty Broadband . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
(11)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
11
Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(482)
(524)
Interest expense. Interest expense increased $17 million for the year ended December 31, 2024, as compared to
the corresponding prior year period, due to the reversal of interest expense related to the settlement of state income tax
reserves at QVC during the prior year, partially offset by a decrease in Corporate level interest expense due to the exchanges
of the 1.75% Exchangeable Senior Debentures (as defined below).
Interest and dividend income. Interest and dividend income decreased $2 million for the year ended
December 31, 2024, as compared to the corresponding prior year period, primarily related to decreases in invested cash
balances during the year and lower interest rates on invested cash balances compared to the prior year.
Realized and unrealized gains (losses) on financial instruments. Realized and unrealized gains (losses) on
financial instruments are comprised of changes in the fair value of the following:
Years ended December 31,
2024
2023
amounts in millions
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(22)
(22)
Exchangeable senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(38)
(33)
Indemnification asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(5)
Other financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(1)
$
(60)
(61)
The changes in these accounts are due primarily to market factors and changes in the fair value of the underlying
stocks or financial instruments to which these relate. The decrease in realized and unrealized losses for the year ended
December 31, 2024, as compared to the corresponding prior year, was primarily due to a decrease in unrealized losses on
the indemnification asset (see note 4 of the accompanying consolidated financial statements) as the indemnification
agreement is no longer in place following the settlement of the 1.75% Exchangeable Senior Debentures, and a decrease in
unrealized losses on the Company’s equity securities, partially offset by an increase in unrealized losses on the
exchangeable senior debentures driven by increases in stock prices of the securities underlying the debentures compared
to the prior year.
Loss on disposition of Zulily. The Company recorded a net loss of $64 million associated with the disposition
of Zulily during the year ended December 31, 2023 (see note 1 of the accompanying consolidated financial statements).
Tax sharing income (expense) with Liberty Broadband. The Company has a tax sharing agreement with Liberty
Broadband. As a result, the Company recognized tax sharing loss of $4 million and $11 million for the years ended
December 31, 2024 and 2023, respectively.
F-8
Other, net. Other, net decreased $11 million for the year ended December 31, 2024, when compared to the
corresponding prior year periods. The activity captured in Other, net is primarily attributable to foreign exchange gains
(losses), tax sharing income (loss) and gain (loss) on early extinguishment of debt. The decrease in Other, net for the year
ended December 31, 2024 is primarily due to tax sharing income from Liberty Media Corporation (“LMC”) in the prior
year and tax sharing losses with LMC in the current year, and a loss on early extinguishment of debt in the current year,
partially offset by foreign exchange gains in the current year compared to foreign exchange losses in the prior year.
Income taxes. Earnings (losses) before income taxes and income tax (expense) benefit are as follows:
Years ended December 31,
2024
2023
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,291)
66
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
(160)
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
242%
For the year ended December 31, 2024 income tax benefit differs from the U.S. statutory rate of 21% due to an
impairment of goodwill that is not deductible for tax purposes (see note 5 of the accompanying consolidated financial
statements), and a benefit from a foreign tax loss that is fully offset by a valuation allowance.
For the year ended December 31, 2023 income tax expense was greater than the U.S. statutory rate of 21% due
to state income tax expense, foreign income tax expense, the impairment of goodwill that is not deductible for tax purposes,
non-deductible interest expense related to Preferred Stock and stock compensation, partially offset by tax benefits from a
decrease in effective tax rate used to measure deferred taxes.
Net earnings (loss). We had net losses of $1,250 million and $94 million for the years ended December 31,
2024 and 2023, 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, 2024 substantially all of our cash and cash equivalents are invested in U.S. Treasury
securities, securities of other government agencies, 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 the Credit Facility, as discussed in note 6 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. For example, under QVC’s bond
indentures, it is able to pay dividends or make other restricted payments if it is not in default on its senior secured notes
and its consolidated leverage ratio is no greater than 3.5 to 1.0 (“the senior secured notes leverage basket”). In addition,
under the Credit Facility, QVC is able to pay dividends or make other restricted payments if it is not in default on the
Credit Facility and its consolidated net leverage ratio is no greater than 4.0 to 1.0. Further, under QVC’s bond indentures
and the Credit Facility credit agreement, unlimited dividends are permitted to service the debt of QVC Group so long as
there is no default (i.e., no leverage test is needed).
As of December 31, 2024, QVC’s consolidated leverage ratio (as calculated under QVC’s senior secured notes)
was greater than 3.5 to 1.0 and as a result QVC is restricted in its ability to make dividends or other restricted payments
under the senior secured notes. Although QVC will not be able to make unlimited dividends or other restricted payments
under the senior secured notes leverage basket, QVC will continue to be permitted to make unlimited dividends to parent
entities of QVC to service the principal and interest when due in respect of indebtedness of such parent entities (so long as
there is no default under the indentures governing QVC’s senior secured notes or the Credit Facility) and permitted to
make certain restricted payments to QVC Group under an intercompany tax sharing agreement in respect of certain tax
F-9
obligations of QVC and its subsidiaries.
QVC Group and its subsidiaries are in compliance with their debt covenants as of December 31, 2024. There
were no changes to the Company’s debt credit ratings during the year ended December 31, 2024.
As of December 31, 2024, QVC Group's liquidity position consisted of the following:
Cash and cash
equivalents
amounts in millions
QVC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
297
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
473
Total QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
905
To the extent that the Company recognizes any taxable gains from the sale of assets, we may incur tax expense
and be required to make tax payments, thereby reducing any cash proceeds. Additionally, we have $1,586 million available
for borrowing under the Credit Facility at December 31, 2024. As of December 31, 2024, QVC had approximately $208
million of cash and cash equivalents and restricted cash held in foreign subsidiaries that is available for domestic purposes
with no significant tax consequences upon repatriation to the U.S. QVC accrues foreign taxes on the unremitted earnings
of its international subsidiaries. Approximately 61% of this foreign cash balance was that of QVC Japan. QVC owns 60%
of QVC Japan and shares all profits and losses with the 40% minority interest holder, Mitsui & Co, LTD.
Our cash generated by operating activities was significantly higher in 2023 than it was in 2024 and 2022 due to
receipt of insurance proceeds and favorable working capital trends. We believe our businesses will continue to generate
positive cash from operating activities in future periods.
Years ended December 31,
2024
2023
Cash Flow Information
amounts in millions
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . $
525
919
Net cash provided (used) by investing activities. . . . . . . . . . . . . . . . . . . . . $
(225)
(54)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . $
(498)
(1,010)
During the year ended December 31, 2024, QVC Group's primary uses of cash were net debt repayments of $440
million, capital expenditures of $199 million, dividends paid to noncontrolling interest of $51 million, and expenditure for
television distribution rights of $37 million.
The projected uses of QVC Group’s cash in the next year, outside of normal operating expenses (inclusive of tax
payments), are the costs to service outstanding debt including approximately $330 million for estimated interest payments
on corporate level and other subsidiary debt, anticipated capital improvement spending between $230 million and $245
million, the repayment of certain debt obligations, payments related to television distribution rights, payment of dividends
to the holders of the Preferred Stock, and additional investments in existing or new businesses. 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.
On February 27, 2024, QVC delivered a notice of redemption to the trustee and holders of QVC’s 4.85% senior
secured notes due 2024 (the “2024 Notes”). Pursuant to the notice of redemption, QVC redeemed the remaining
outstanding 2024 Notes in full on March 28, 2024.
On September 11, 2024, QVC commenced a private offer to existing bondholders to exchange any and all of
QVC’s outstanding 4.75% Senior Secured Notes due 2027 (the “2027 Notes”) for $350 principal amount of QVC’s newly-
F-10
issued 6.875% Senior Secured Notes due April 2029 (the “2029 Notes”) and $650 in cash per $1,000 principal amount of
2027 Notes exchanged, and any and all of QVC’s outstanding 4.375% Senior Secured Notes due 2028 (the “2028 Notes”)
for $1,000 principal amount of the 2029 Notes per $1,000 principal amount of 2028 Notes exchanged (the “Exchange”),
and a private offer to purchase 2027 Notes and 2028 Notes for cash from holders who were not eligible to participate in
the private exchange offer. On September 25, 2024, QVC issued $605 million aggregate principal amount of 2029 Notes
and paid $352 million in cash consideration (including $277 million contributed by QVC Group) in exchange for
$531 million of the 2027 Notes and $428 million of the 2028 Notes. The Exchange was accounted for as a debt
modification in accordance with U.S. GAAP and fees paid to third parties were expensed during the year ended
December 31, 2024 in other expense in the consolidated statement of operations.
On February 18, 2025, QVC repaid the remaining amount outstanding under the 4.45% Senior Secured Notes due
2025, at maturity, using availability on the Credit Facility and cash on hand.
The Company may from time to time repurchase any level of its outstanding debt through open market purchases,
privately negotiated transactions, redemptions, tender offers or otherwise. Repurchases or retirement of debt, if any, will
depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts
involved may be material.
F-11
Off-Balance Sheet Arrangements and Aggregate Material Cash Requirements
In connection with agreements for the sale of assets by our Company, we may retain liabilities that relate to events
occurring prior to the sale, such as tax, environmental, litigation and employment matters. 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 material cash requirements, excluding uncertain tax positions as it is undeterminable when payments will be made, is
summarized below.
Payments due by period
Less than
After
Total
1 year
2 - 3 years 4 - 5 years
5 years
amounts in millions
Consolidated material cash requirements
Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,497
588 1,245 1,313 2,351
Interest payments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,415
327
522
428
2,138
Finance and operating lease obligations . . . . . . . . . . . . . .
1,411
124
225
217
845
Preferred Stock (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,908
101
204
204
1,399
Purchase orders and other obligations (4) . . . . . . . . . . . . .
2,564
2,100
319
145
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,795
3,240
2,515
2,307
6,733
(1) Amounts are reflected in the table at the outstanding principal amount, assuming the debt instruments will remain
outstanding until the stated maturity date, and may differ from the amounts stated in our consolidated balance
sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are
reported at fair value in our consolidated balance sheets. Amounts do not assume additional borrowings or
refinancings of existing debt.
(2) Amounts (i) are based on our outstanding debt at December 31, 2024, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2024 rates and (iii) assume that our existing debt is repaid at
maturity.
(3) This amount reflects the annual 8.0% dividend on shares of Preferred Stock outstanding as of December 31, 2024
and redemption of the Preferred Stock on March 15, 2031.
(4) Amounts include open purchase orders for inventory and non-inventory purchases along with other material cash
requirements.
F-12
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
the Board of Directors.
Fair Value Measurements of 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 write down 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.
As of December 31, 2024, the intangible assets not subject to amortization for each of our significant reportable
segments were as follows:
Goodwill
Tradenames
Total
amounts in millions
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,465
2,120
3,585
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
740
—
740
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
—
12
$
2,217
2,120
4,337
We perform our annual assessment of the recoverability of our goodwill and other non-amortizable intangible
assets during the fourth quarter of each year, or more frequently, if events or circumstances indicate impairment may have
occurred. 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. For the
years ended December 31, 2024, 2023, and 2022, impairments of $902 million, $326 million, and $2,535 million,
respectively, were recorded to QxH’s goodwill. In 2022 an impairment of $226 million was recorded to Zulily’s goodwill.
In 2024, an impairment of $578 million was recorded to tradenames in the QxH reporting unit (related to the
tradenames associated with QVC and HSN). No tradename impairments were recorded during the year ended
F-13
December 31, 2023. In 2022, an impairment of $180 million was recorded to tradenames in the QxH reporting unit (related
to the tradename associated with HSN). In 2022 an impairment of $140 million was recorded to Zulily’s tradename.
Due to the goodwill and other intangible asset impairments discussed above, the fair values of goodwill and other
intangible assets do not significantly exceed their carrying values. The Company will continue to monitor QVC’s current
business performance versus the current and updated long-term forecasts, among other relevant considerations, to
determine if the carrying value of its assets (including goodwill and other intangible assets) is appropriate. Future outlook
declines in revenue, cash flows, or other factors could result in a sustained decrease in fair value that may result in a
determination that carrying value adjustments are required, which could be material.
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 its consolidated statements
of operations. Sales returns represented 15.9% and 16.3% of gross product revenue for the years ended December 31, 2024
and 2023, respectively. The 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 aging of its inventory balance, the likely method of disposition, and
the estimated recoverable values based on historical experience of inventory markdowns and liquidation. The change in
the reserve is included in cost of goods sold in the consolidated statements of operations. As of December 31, 2024, QVC's
inventory was $901 million, which was net of the obsolescence reserve of $112 million. As of December 31, 2023, QVC’s
inventory was $860 million, which was net of the obsolescence reserve of $115 million. QVC's allowance for credit losses
is calculated as a percent of accounts receivable at the end of a reporting period, and is based on historical experience, with
the change in such allowance recorded as a provision for credit losses in selling, general and administrative expenses in
the consolidated statements of operations. Trade accounts receivable (including installment payment, credit card and
customer receivables) were $1,140 million and $1,294 million, as of December 31, 2024 and 2023, respectively.
Allowance for credit losses related to uncollectible trade accounts receivable was $75 million and $82 million as of
December 31, 2024 and 2023, respectively. 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, 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 distributed across
multiple channels nationally on a full-time basis, including QVC, QVC2, QVC3, HSN, and HSN2. The Company's U.S.
programming is also available on QVC.com and HSN.com, which we refer to as QVC's "U.S. websites"; virtual
multichannel video programming distributors (including Hulu + Live TV, DirectTV Stream and YouTube TV);
applications via streaming video; Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung
TV Plus; mobile applications; social media pages and over-the-air broadcasters (collectively, the “Digital Platforms”).
QVC's Digital Platforms enable consumers to purchase goods offered on its televised programming, along with a
wide assortment of products that are available only on its U.S. websites. QVC.com and its other Digital Platforms
F-14
(including its mobile applications, social media pages and others) are natural extensions of its business model, allowing
customers to engage in its shopping experience wherever they are, with live or on-demand content customized to the device
they are using. 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.
Internationally, QVC's televised shopping programs, including live and recorded content, are distributed to
households outside the U.S., primarily in Germany, Austria, Japan, the United Kingdom ("U.K."), the Republic of Ireland,
and Italy. In some of the countries where QVC operates, QVC's televised shopping programs are distributed 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 media 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:
Years ended December 31,
2024
2023
amounts in millions
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,997
9,449
Cost of goods sold (excluding depreciation and amortization shown below) . .
(5,905)
(6,273)
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(693)
(739)
Advertising expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(312)
(289)
Selling, general and administrative expenses (excluding stock-based
compensation and advertising) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(989)
(1,077)
Adjusted OIBDA . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,098
1,071
Restructuring, penalties and fire related (costs), net of recoveries . . . . . . . . . . .
(18)
196
Gains on sale of assets and sale leaseback transactions . . . . . . . . . . . . . . . . . . .
1
113
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,480)
(326)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20)
(37)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(351)
(372)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(770)
645
Net revenue was generated from the following geographical areas:
Years ended December 31,
2024
2023
amounts in millions
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,598
6,995
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,399
2,454
$
8,997
9,449
QVC's consolidated net revenue decreased $452 million or 4.8% for the year ended December 31, 2024, as
compared to the corresponding prior year. The $452 million decrease in 2024 net revenue was primarily due to a 2.9%
decrease in units shipped attributable to QxH, partially offset by an increase in units shipped at QVC International. The
decrease was also driven by a 1.6% decrease in average selling price per unit (“ASP”) primarily driven by QVC
International and to a lesser extent QxH, $52 million in unfavorable foreign exchange rates, and a $27 million decrease in
shipping and handling revenue attributable to QxH. These decreases to net revenue were partially offset by a $112 million
decrease in estimated product returns attributable to QxH.
During the year ended December 31, 2024, the change in revenue and expenses was affected by the change in the
exchange rates for the Japanese Yen, the Euro and the U.K. Pound Sterling. In the event the U.S. Dollar strengthens against
these foreign currencies in the future, QVC's revenue and operating cash flow is likely to be negatively affected.
F-15
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. We refer to the results of this calculation as the impact of currency
exchange rate fluctuations. Constant currency operating results refers to operating results without the impact of the
currency exchange rate fluctuations. The disclosure of constant currency amounts or results permits investors to better
understand QVC’s underlying performance without the effects of currency exchange rate fluctuations.
The percentage change in net revenue for QVC in U.S. Dollars and in constant currency was as follows:
Year ended December 31, 2024
U.S. dollars
Foreign Currency
Exchange Impact Constant currency
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5.7)%
— %
(5.7)%
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2.2)%
(2.0)%
(0.2)%
In 2024, QxH's net revenue decline of $397 million, or 5.7% was attributable to a 5.3% decrease in units shipped,
a 0.7% decrease in ASP and $25 million decrease in shipping and handling revenue. These declines were partially offset
by a $97 million decrease in estimated product returns. For the year ended December 31, 2024, QxH experienced shipped
sales declines across all product categories. QVC International’s net revenue declined $4 million, or 0.2% in constant
currency primarily due to a 2.9% decrease in ASP across all markets. These declines were primarily offset by a 2.6%
increase in units shipped across all markets except Italy and Japan and a $15 million decrease in estimated product returns.
For the year ended December 31, 2024, QVC International experienced shipped sales declines in apparel and beauty and
growth in constant currency across all other product categories.
QVC's cost of goods sold as a percentage of net revenue was 65.6%, and 66.4% for the years ended December 31,
2024 and 2023, respectively. The decrease in cost of goods sold as a percentage of revenue in 2024 was primarily due to
product margin favorability across both segments driven by mix within product categories and merchandising efforts
including cost reduction and pricing actions, partially offset by higher obsolescence due to increased current year inventory
levels across both segments and increased inventory aging in QVC International.
QVC’s operating expenses are principally comprised of commissions, order processing and customer service
expenses, credit card processing fees, and telecommunications expenses. Operating expenses decreased $46 million or 6%
for the year ended December 31, 2024, as compared to the prior year. Operating expenses were 7.7% and 7.8% of net
revenue for the years ended December 31, 2024 and 2023 respectively. The decrease in operating expenses in 2024 was
primarily due to a decrease of $30 million in commissions expense at QxH primarily related to lower sales volume, higher
web penetration and lower commission rates, a decrease of $7 million in personnel costs driven by QxH and a $6 million
decrease as a result of favorable exchange rates.
QVC recorded advertising expenses of $312 million and $289 million for the years ended December 31, 2024
and 2023, respectively. QVC’s advertising expenses increased $23 million, or 8.0% for the year ended December 31, 2024
compared to the corresponding prior year period, primarily due to a $26 million increase in advertising costs at QxH driven
by increased focus on advertising campaigns in the current year.
QVC’s selling, general and administrative expenses excluding stock-based compensation and advertising include
personnel, information technology, provision for doubtful accounts and production costs. Such expenses decreased $88
million to 11.0% of net revenue for the year ended December 31, 2024 as compared to the prior year.
The decrease in 2024 resulted from a $41 million decrease in consulting expenses attributable to QxH resulting
from investments in Project Athens made in the prior year, a $23 million decrease in personnel costs primarily attributable
to QxH as a result of not meeting performance targets established in the QxH bonus plan in the current year and $6 million
of favorability from foreign exchange rates.
F-16
QVC recorded a loss of $18 million and a gain of $196 million for the years ended December 31, 2024 and 2023,
respectively, in restructuring, penalties and fire related costs, net of recoveries. For the year ended December 31, 2024, the
restructuring loss related to the shift in QVC’s IT operating model with a resulting workforce reduction. For the year ended
December 31, 2023, the gain related to a $240 million gain on insurance proceeds received in excess of fire losses and a
$17 million gain on the sale of the Rocky Mount property, partially offset by $32 million of other fire related costs, a
Consumer Product Safety Commission (“CPSC”) civil penalty of $16 million and $13 million of restructuring costs related
to workforce reduction.
QVC recorded a $1 million gain on sale of assets and sale-leaseback transactions for the year ended December 31,
2024 related to the sale-leaseback of a property in Germany. QVC recorded $113 million of gains on sale of assets and
sale leaseback transactions for the year ended December 31, 2023. These gains primarily related to the sale leaseback of
two owned and operated properties located in Germany and the U.K.
QVC recorded impairment losses of $1,480 million and $326 million for the years ended December 31, 2024 and
2023, respectively, related to the decreases in fair value of tradenames and goodwill within the QxH reporting unit as a
result of the quantitative assessments performed by the Company (see note 5 of the accompanying consolidated financial
statements).
Stock-based compensation includes compensation related to options and restricted stock granted to certain
officers and employees. QVC recorded $20 million and $37 million of stock-based compensation expense for the years
ended December 31, 2024 and 2023, respectively. The decrease in 2024 was primarily related to a decline in the
probability of satisfying performance objectives and changes in the market price of QVC Group’s Series A common stock.
Depreciation and amortization decreased $21 million for the year ended December 31, 2024, as compared to the
corresponding prior year. Depreciation and amortization included $62 million of acquisition related amortization during
each of the years ended December 31, 2024 and 2023. For the year ended December 31, 2024, property and equipment
depreciation decreased primarily due to assets that are fully depreciated in the current period at QxH. Television
distribution right amortization and related expenses decreased due to lower subscriber counts.
CBI
CBI consists of a portfolio of aspirational home and apparel brands. The home brands are comprised of Ballard
Designs, Frontgate, and Grandin Road, while Garnet Hill focuses primarily on apparel and accessories and is categorized
as an apparel brand. There are also 35 retail and outlet stores located throughout the U.S., primarily comprised of Ballard
Designs and Frontgate stores in the U.S. that sell merchandise through brick-and-mortar retail locations as well as via the
Internet through their websites.
CBI's operating results for the last two years were as follows:
Years ended December 31,
2024
2023
amounts in millions
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,040
1,165
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(619)
(717)
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
(45)
SG&A expenses (excluding stock-based compensation) . . . . . . . . . . . . . . .
(344)
(336)
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
67
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)
(4)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32)
(26)
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(2)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2
35
F-17
CBI's consolidated net revenue decreased 10.7% for the year ended December 31, 2024, as compared to the
corresponding prior year, primarily attributable to a decrease in units shipped of 6.9% and ASP of 4.6% compared to the
prior year. The decrease in ASP was primarily the result of increased promotional activity. The decrease in units shipped
was due to lower demand in the home categories.
CBI's cost of goods sold as a percentage of net revenue was 59.5% and 61.5% for the years ended December 31,
2024 and 2023, respectively. Cost of goods sold as a percentage of net revenue decreased for the year ended December 31,
2024, compared to the prior year, primarily due to lower supply chain costs.
CBI’s operating expenses are principally comprised of credit card processing fees and customer service expenses
which are variable expenses that support sales activity. Operating expenses decreased $4 million for the year ended
December 31, 2024, compared to the prior year, driven by decreased credit card fees and customer service charges due to
decreased revenue.
CBI’s SG&A expenses include print, digital and retail marketing. As a percentage of net revenue, SG&A
increased to 33.1% from 28.8% for the years ended December 31, 2024 and 2023, respectively. This increase is primarily
due to higher administrative costs and lower revenue compared to the prior year. The higher administrative costs were
primarily due to increases in consulting fees due to business transformation initiatives, and to a lesser extent an increase
in health insurance costs.
CBI’s stock-based compensation expense decreased $2 million for the year ended December 31, 2024, compared
to the corresponding period in the prior year, primarily due to a valuation adjustment.
CBI’s depreciation and amortization expense increased $6 million for the year ended December 31, 2024, as
compared to the corresponding period in the prior year, primarily due to increased capital investments, primarily in retail
stores and technology.
CBI had restructuring charges of $2 million during the year ended December 31, 2023, as a result of a corporate
restructuring in May 2023. The costs related to severance expense and outplacement services.
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.
F-18
As of December 31, 2024, our debt is comprised of the following amounts:
Variable rate debt
Fixed rate debt
Principal Weighted avg
Principal Weighted avg
amount interest rate
amount interest rate
dollar amounts in millions
QxH and QVC International . . . . . . . . . . . . . . . .
$ 1,195
6.1 % $ 2,732
5.8 %
Corporate and other . . . . . . . . . . . . . . . . . . . . . . .
$
—
— % $ 1,570
6.1 %
QVC Group is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities
and the financial results of QVC's foreign subsidiaries. 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, QVC Group may experience economic loss and a negative impact on earnings and equity with
respect to our holdings solely as a result of foreign currency exchange rate fluctuations. QVC's reported Adjusted OIBDA
for the years ended December 31, 2024, 2023 and 2022 would have been impacted by approximately $3 million, $3 million
and $4 million, respectively, for every 1% change in foreign currency exchange rates relative to the U.S. Dollar.
We periodically assess the effectiveness of our derivative financial instruments. 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 QVC Group are included herein, beginning on page F-24.
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 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”) and under the supervision
of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of
December 31, 2024. Based on that evaluation, the Executives concluded that the Company's disclosure controls and
procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be
disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and forms.
F-19
Management’s Report on Internal Control Over Financial Reporting
See page F-20 for Management's Report on Internal Control Over Financial Reporting.
See page F-21 for KPMG LLP’s report regarding the effectiveness of the Company’s internal control over
financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting that occurred during the
Company’s quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Other Information.
Insider Trading Arrangements
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-
Rule 10b5-1 trading arrangement during the Company’s last fiscal quarter ended December 31, 2024.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
F-20
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 Rules 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, with participation of the Executives, under the oversight of the Company’s Board
of Directors, evaluated the effectiveness of internal control over financial reporting as of December 31, 2024, using the
criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that evaluation, management concluded that, as of December 31, 2024, the Company’s
internal control over financial reporting is effective.
The Company’s independent registered public accounting firm audited the consolidated financial statements and
related notes in the Annual Report, and issued an audit report on the Company's effectiveness of internal control over
financial reporting. KPMG LLP’s report appears on page F-21 of this Annual Report.
F-21
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
QVC Group, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited QVC Group, Inc. and subsidiaries' (the Company), formerly known as Qurate Retail, Inc., internal control
over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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, 2024 and December 31, 2023, 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, 2024, and the related notes (collectively, the consolidated financial
statements), and our report dated February 27, 2025 expressed an unqualified opinion 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
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.
/s/ KPMG LLP
Denver, Colorado
February 27, 2025
F-22
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
QVC Group, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of QVC Group, Inc. and subsidiaries (the Company),
formerly known as Qurate Retail, Inc., as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year
period ended December 31, 2024, 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, 2024, 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 27, 2025 expressed an unqualified opinion on the effectiveness
of the Company’s internal control over financial reporting.
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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate
to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters 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
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
Sufficiency of audit evidence over revenue
As discussed in note 2 to the consolidated financial statements, and disclosed in the consolidated statements of
operations, the Company generated $10,037 million of revenue for the year ended December 31, 2024, of which
$6,598 million related to QxH, $2,399 million related to QVC International and $1,040 million related to
F-23
Cornerstone Brands, Inc. The processing of these revenue streams is reliant upon multiple information technology
(IT) systems and the IT systems differ between revenue streams.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating
the sufficiency of audit evidence required subjective auditor judgment due to the number of revenue streams and
the highly automated nature of certain processes to record revenue that involve interfacing significant volumes
of data across multiple IT systems. The complexity of the IT environment required the involvement of IT
professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor
judgment to determine the nature and extent of procedures to be performed over the processing and recording of
revenue, including the IT systems tested. We evaluated the design and tested the operating effectiveness of certain
internal controls related to the processing and recording of revenue. We involved IT professionals with
specialized skills and knowledge who assisted in testing certain general IT, manual, and automated internal
controls over the IT systems used for the processing and recording of revenue, as well as certain internal controls
to reconcile information produced by the various systems to the Company’s general ledger. We assessed the
revenue recorded by comparing cash receipts, adjusted for reconciling items, to the revenue recorded in the
general ledger. We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of
procedures performed, including the appropriateness of such evidence.
Fair value of the QxH reporting unit and tradenames with indefinite lives
As discussed in Notes 2 and 5 to the consolidated financial statements, the Company’s reporting units align with
its operating segments and the QxH operating segment goodwill balance was $1,465 million as of December 31,
2024. Tradenames with indefinite lives were $2,120 million as of December 31, 2024. The Company performs
goodwill and indefinite-lived intangible asset impairment testing on an annual basis and more frequently if events
and circumstances indicated that the asset might be impaired. The fair value of the QxH reporting unit was
determined using a discounted cash flow method, and a goodwill impairment of $902 million was recorded. The
fair value of tradenames with indefinite lives was determined using the relief from royalty method and a
tradename impairment of $578 million was recorded. The impairment losses were recorded in the fourth quarter
of 2024.
We identified the evaluation of the fair values of the QxH reporting unit and tradenames with indefinite lives as
a critical audit matter. Subjective auditor judgment was required to evaluate the discount rates used to estimate
the fair value of the QxH reporting unit and tradenames with indefinite lives. Minor changes in these assumptions
could have had a significant impact on the fair values. Additionally, the evaluation of the discount rates required
the involvement of professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill and
indefinite-lived intangible assets impairment processes. This included a control related to the discount rate
assumptions. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted
in evaluating the discount rates used by management by comparing them to a range of independently developed
discount rates using publicly available market data for comparable companies.
/s/ KPMG LLP
We have served as the Company’s auditor since 1995.
Denver, Colorado
February 27, 2025
F-24
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2024 and 2023
2024
2023
Assets
amounts in millions
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
905
1,121
Trade and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,143
1,308
Inventory, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,061
1,044
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
209
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,299
3,682
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,460
1,475
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(958)
(963)
502
512
Intangible assets not subject to amortization (note 5):
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,217
3,164
Tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,120
2,698
4,337
5,862
Intangible assets subject to amortization, net (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
402
526
Operating lease right-of-use assets (note 7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
600
635
Other assets, at cost, net of accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
151
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,243
11,368
(continued)
F-25
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2024 and 2023
2024
2023
amounts in millions
Liabilities and Equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
776
895
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
953
983
Current portion of debt, including $282 million and $219 million measured at fair value
(note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
867
642
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
97
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,724
2,617
Long-term debt (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,101
4,698
Deferred income tax liabilities (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,313
1,531
Preferred stock (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,272
1,270
Operating lease liabilities (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
598
615
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
148
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,128
10,879
Equity
Stockholders' equity (note 9):
Series A common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and
outstanding 389,654,508 shares at December 31, 2024 and 383,047,720 shares at
December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
4
Series B common stock, $.01 par value. Authorized 150,000,000 shares; issued and
outstanding 8,927,840 shares at December 31, 2024 and 8,700,380 shares at December 31,
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
99
Accumulated other comprehensive earnings (loss), net of taxes . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
86
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,094)
196
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(971)
385
Noncontrolling interests in equity of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
104
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(885)
489
Commitments and contingencies (note 14)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,243
11,368
See accompanying notes to consolidated financial statements.
F-26
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions,
except per share amounts
Total revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10,037
10,915
12,106
Operating costs and expenses:
Cost of goods sold (exclusive of depreciation shown separately below) . . . . . . . . . . . . . . . . . . . . . .
6,524
7,230
8,417
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
734
795
835
Selling, general and administrative, including stock-based compensation . . . . . . . . . . . . . . . . . . . . .
1,708
1,869
1,945
Impairment of intangible assets (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,480
326
3,081
Gains on sale of assets and sale leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(113)
(520)
Restructuring, penalties and fire related costs, net of (recoveries) (note 14) . . . . . . . . . . . . . . . . . . .
18
(189)
(92)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383
407
481
10,846
10,325
14,147
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(809)
590
(2,041)
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(468)
(451)
(456)
Dividend and interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
52
10
Realized and unrealized gains (losses) on financial instruments, net (note 4) . . . . . . . . . . . . . . . . . .
(60)
(61)
55
Loss on disposition of Zulily, net (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(64)
—
Tax sharing income (expense) with Liberty Broadband . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
(11)
79
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
11
45
(482)
(524)
(267)
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,291)
66
(2,308)
Income tax (expense) benefit (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
(160)
(224)
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,250)
(94)
(2,532)
Less net earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . .
40
51
62
Net earnings (loss) attributable to QVC Group, Inc. shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,290)
(145)
(2,594)
Basic net earnings (loss) attributable to QVC Group, Inc. shareholders per common share (note 2): . . .
$
(3.26)
(0.37)
(6.83)
Diluted net earnings (loss) attributable to QVC Group, Inc. shareholders per common share (note 2): .
$
(3.26)
(0.37)
(6.83)
See accompanying notes to consolidated financial statements.
F-27
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,250)
(94)
(2,532)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(87)
15
(182)
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . . . . . . . . .
—
(43)
(14)
Credit risk on fair value debt instruments gains (loss) (note 13) . . . . . . . . . . . . . . . . .
(21)
84
277
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
5
—
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(108)
61
81
Comprehensive earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,358)
(33)
(2,451)
Less comprehensive earnings (loss) attributable to the noncontrolling interests . . . .
33
44
46
Comprehensive earnings (loss) attributable to QVC Group, Inc. shareholders . . . . . $ (1,391)
(77)
(2,497)
See accompanying notes to consolidated financial statements.
F-28
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions
(See note 3)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,250)
(94)
(2,532)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383
407
481
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,480
326
3,081
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
53
60
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
9
10
Realized and unrealized (gains) losses on financial instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
61
(55)
Gains on sale of assets and sale leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(113)
(520)
Gain on insurance proceeds, net of fire related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(225)
(132)
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(211)
80
12
Insurance proceeds received for inventory, operating expenses and business interruption losses . . . . . . . .
—
226
96
Loss on disposition of Zulily, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
64
—
Other noncash charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
15
(38)
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144
36
124
Decrease (increase) in inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
257
254
Decrease (increase) in prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
68
102
(Decrease) increase in trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(104)
(34)
(446)
(Decrease) increase in accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(48)
(217)
(303)
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
525
919
194
Cash flows from investing activities:
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
71
13
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(199)
(230)
(268)
Cash paid for disposal of Zulily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(41)
—
Expenditures for television distribution rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(37)
(113)
(45)
Insurance proceeds received for fixed asset loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
54
184
Proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
208
704
Payments for settlements of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(179)
—
Payments from settlements of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
167
—
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)
9
13
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(225)
(54)
601
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,014
1,267
3,029
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,454)
(2,258)
(3,008)
Withholding taxes on net share settlements of stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)
(1)
(7)
Dividends paid to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(51)
(53)
(68)
Dividends paid to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
(8)
(12)
Indemnification agreement settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
45
—
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(2)
(6)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(498)
(1,010)
(72)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . .
(15)
(4)
(34)
Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . .
(213)
(149)
689
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,136
1,285
596
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
923
1,136
1,285
See accompanying notes to consolidated financial statements.
F-29
QVC GROUP, INC. AND SUBSIDIARIES
Consolidated Statements Of Equity
Years ended December 31, 2024, 2023 and 2022
Stockholders' Equity
Accumulated
other
Noncontrolling
Additional comprehensive
interest in
paid-in
earnings (loss), Retained
equity of
Total
Series A Series B
capital
net of taxes
Earnings
subsidiaries
equity
amounts in millions
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4
—
—
(79)
2,925
136
2,986
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(2,594)
62
(2,532)
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
97
—
(16)
81
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
58
—
—
—
58
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(69)
(69)
Withholding taxes on net share settlements of stock-based compensation . . .
—
—
(7)
—
—
—
(7)
Distribution of dividends to common and preferred shareholders . . . . . . . .
—
—
—
—
6
—
6
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
2
—
—
—
2
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
—
53
18
337
113
525
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(145)
51
(94)
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
68
—
(7)
61
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
46
—
—
—
46
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(53)
(53)
Withholding taxes on net share settlements of stock-based compensation . . .
—
—
(1)
—
—
—
(1)
Distribution of dividends to common and preferred shareholders . . . . . . . .
—
—
—
—
4
—
4
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
1
—
—
—
1
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
—
99
86
196
104
489
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(1,290)
40
(1,250)
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(101)
—
(7)
(108)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
35
—
—
—
35
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(51)
(51)
Withholding taxes on net share settlements of stock-based compensation . . .
—
—
(2)
—
—
—
(2)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
2
—
—
—
2
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4
—
134
(15)
(1,094)
86
(885)
See accompanying notes to consolidated financial statements.
F-30
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(1) Basis of Presentation
The accompanying consolidated financial statements include the accounts of QVC Group, Inc. (formerly named
Qurate Retail, Inc.) and its controlled subsidiaries (collectively, "QVC Group," the "Company," “we,” “us,” and “our”)
unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in
consolidation. QVC Group is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc.
(“HSN”) Cornerstone Brands, Inc. (“CBI”), and other cost method investments, and is primarily engaged in the video and
online commerce industries in North America, Europe and Asia.
QVC Group and GCI Liberty, Inc. (“GCI Liberty”) entered into a tax sharing agreement in connection with a
split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”). Pursuant to that tax sharing
agreement, GCI Liberty agreed to indemnify QVC Group for taxes and tax-related losses resulting from the GCI Liberty
Split-Off to the extent such taxes or tax-related losses (i) result primarily from, individually or in the aggregate, the breach
of certain restrictive covenants made by GCI Liberty (applicable to actions or failures to act by GCI Liberty and its
subsidiaries following the completion of the GCI Liberty Split-Off), or (ii) result from Section 355(e) of the Internal
Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI Liberty Split-Off being part of a plan (or series
of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50-percent or greater
interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation). Following a merger
between Liberty Broadband Corporation (“Liberty Broadband”) and GCI Liberty, Liberty Broadband has assumed the tax
sharing agreement. QVC Group had a tax sharing payable of approximately $20 million and $16 million as of
December 31, 2024 and 2023, respectively, included in Other liabilities in the consolidated balance sheets.
QVC Group and Liberty Media Corporation (“LMC”) entered into certain agreements in order to govern certain
of the ongoing relationships between the two companies. These agreements include a reorganization agreement, a services
agreement (the “Services Agreement”) and a facilities sharing agreement (the “Facilities Sharing Agreement”). Pursuant
to the Services Agreement, LMC provides QVC Group with general and administrative services including legal, tax,
accounting, treasury, information technology, cybersecurity, and investor relations support. See below for a description of
an amendment to the Services Agreement entered into in December 2019. QVC Group reimburses LMC for direct, out-
of-pocket expenses incurred by LMC in providing these services and for QVC Group's allocable portion of costs associated
with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group.
Under the Facilities Sharing Agreement, QVC Group shares office space with LMC and related amenities at LMC's
corporate headquarters. Under these various agreements approximately $8 million, $7 million and $7 million of these
allocated expenses were reimbursable from QVC Group to LMC for the years ended December 31, 2024, 2023 and 2022,
respectively.
In December 2019, the Company entered into an amended services agreement. Under the amended services
agreement components of LMC’s former Chief Executive’s Officer’s (“CEO”) compensation was either paid directly to
him or reimbursed to LMC, in each case, based on allocations set forth in the amended services agreement. For the years
ended December 31, 2024, 2023 and 2022, the allocation percentage for the Company was 10%, 11% and 13%,
respectively. See note 10 for additional information.
Zulily, LLC (“Zulily”) was a wholly owned subsidiary of QVC Group until its divestiture on May 24, 2023. QVC
Group recognized a loss on the divestiture of $64 million in the second quarter of 2023. Zulily is included in Corporate
and other through May 23, 2023 and is not presented as a discontinued operation as the disposition did not represent a
strategic shift that had a major effect on QVC Group’s operations and financial results.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-31
Included in revenue in the accompanying consolidated statements of operations is $301 million and $906 million,
for the years ended December 31, 2023 and 2022, respectively, related to Zulily. Included in net earnings (loss) in the
accompanying consolidated statement of operations is a loss of $44 million and $470 million, for the years ended
December 31, 2023 and 2022, respectively, related to Zulily.
(2) Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents consist of investments which are readily convertible into cash and have maturities of three
months or less at the time of acquisition.
Trade Receivables
Trade receivables are reflected net of an allowance for credit losses and sales returns. A provision for bad debts
is provided as a percentage of accounts receivable based on historical experience in the period of sale and included in
selling, general and administrative expense (“SG&A”). A provision for vendor receivables are determined based on an
estimate of probable expected losses and included in cost of goods sold.
A summary of activity in the allowance for credit losses is as follows:
Balance
Additions
Balance
beginning Charged
Deductions- end of
of year
to expense Other
write-offs
year
amounts in millions
2024 . . . . . . . . . . $ 102
57 (1)
(67)
91
2023 . . . . . . . . . . $ 111
59 (6)
(62) 102
2022 . . . . . . . . . . $ 107
82 (1)
(77) 111
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
$118 million and $121 million for the years ended December 31, 2024 and 2023, respectively.
Derivative Instruments and Hedging Activities
All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance
sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and
of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow
hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings
and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in
the fair value of the derivative are recognized in earnings.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-32
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,
2024
2023
amounts in millions
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
63
68
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
452
421
Support equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
884
917
Projects in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
59
Finance lease right-of-use ("ROU") assets . . . . . . . . . . . . . . . . . . . . . .
10
10
Total property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,460
1,475
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 9 years for support
equipment and 8 to 20 years for buildings and improvements. Depreciation expense for the years ended December 31,
2024, 2023 and 2022 was $90 million, $102 million and $158 million, respectively.
Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible
assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested
for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed
during the fourth quarter of each year.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting
unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more
likely than not that an indicated impairment exists for any of our reporting units. A reporting unit is defined in accounting
guidance in accordance with U.S. generally accepted accounting principles (“GAAP”) as an operating segment or one
level below an operating segment (also known as a component). A component of an operating segment is a reporting unit
if the component constitutes a business for which discrete financial information is available and segment management
regularly reviews the operating results of that component. The Company considers its reporting units to align with its
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-33
operating segments. 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 QVC Group's valuation analyses are based on
management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in
future years. There is no assurance that actual results in the future will approximate these forecasts.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is
more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance
also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period
and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in
any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the
Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is
performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is
recognized in an amount equal to that excess.
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets
(other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate
that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment
is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their
fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting
estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to
estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset
groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
Noncontrolling Interests
The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount
of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of
operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are
recorded in equity.
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. The functional currency of the Company's foreign
operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign
subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-34
operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized
cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other
comprehensive earnings in stockholders' equity.
Transactions denominated in currencies other than the functional currency are recorded based on exchange rates
at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are
reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized
(based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and
unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations.
Revenue Recognition
Disaggregated revenue by segment and product category consisted of the following:
Year ended December 31, 2024
QxH
QVC Int'l
CBI
Corp and other
Total
amounts in millions
Home . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,626
975
864
—
4,465
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,177
418
176
—
1,771
Beauty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,010
566
—
—
1,576
Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . .
799
208
—
—
1,007
Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . .
539
69
—
—
608
Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
293
161
—
—
454
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . .
154
2
—
—
156
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . $
6,598
2,399
1,040
—
10,037
Year ended December 31, 2023
QxH
QVC Int'l
CBI
Corp and other
Total
amounts in millions
Home . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,768
982
984
76
4,810
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,207
436
181
113
1,937
Beauty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,083
588
—
14
1,685
Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . .
846
208
—
79
1,133
Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . .
617
68
—
2
687
Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
165
—
11
480
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . .
170
7
—
6
183
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . $
6,995
2,454
1,165
301
10,915
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-35
Year ended December 31, 2022
QxH
QVC Int'l
CBI
Corp and other
Total
amounts in millions
Home . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,866
998
1,112
241
5,217
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,243
445
201
351
2,240
Beauty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,108
579
—
42
1,729
Accessories . . . . . . . . . . . . . . . . . . . . . . . . . . .
867
217
—
210
1,294
Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . .
775
92
—
7
874
Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311
185
—
32
528
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . .
189
12
—
23
224
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . $
7,359
2,528
1,313
906
12,106
Consumer Product Revenue and Other Revenue. QVC Group's revenue includes sales of consumer products in
the following categories: home, beauty, apparel, accessories, electronics and jewelry, which are primarily sold through
live merchandise-focused televised shopping programs and via our websites and other interactive media, including
catalogs.
Other revenue consists primarily of income generated from our company branded credit cards in which a large
consumer financial services company provides revolving credit directly to the Company’s customers for the sole purpose
of purchasing merchandise or services with these cards. In return, the Company receives a portion of the net economics
of the credit card program.
Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this
occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized
revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns.
The Company recognizes revenue related to its company branded credit cards over time as the credit cards are
used by QVC Group'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. QVC Group’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.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-36
An allowance for returned merchandise is provided as a percentage of sales based on historical experience. Sales
tax collected from customers on retail sales is recorded on a net basis and is not included in revenue.
A summary of activity in the allowance for sales returns, is as follows:
Balance
beginning of year
Additions -
charged to
earnings
Deductions
Balance end
of year
amounts in millions
2024 . . . . $
219
1,734
(1,763)
190
2023 . . . . $
215
1,898
(1,894)
219
2022 . . . . $
274
1,917
(1,976)
215
Cost of Goods Sold
Cost of goods sold primarily includes actual product cost, provision for obsolete inventory, buying allowances
received from suppliers, shipping and handling costs and warehouse costs.
Advertising Costs
Advertising costs generally are expensed as incurred. Advertising expense aggregated $484 million, $497 million
and $536 million for the years ended December 31, 2024, 2023 and 2022, respectively. Advertising costs are reflected in
the SG&A, including stock-based compensation line item in our consolidated statements of operations and are shown
separately in note 15.
Stock-Based Compensation
As more fully described in note 11, the Company has granted to its directors, employees and employees of its
subsidiaries options, restricted stock and stock appreciation rights relating to shares of QVC Group common stock ("QVC
Group 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, which was included in SG&A expense in the accompanying consolidated
statements of operations, was $32 million, $53 million and $60 million for the years ended December 31, 2024, 2023 and
2022, respectively.
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
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-37
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.
Leases
The Company has operating leases, finance leases, and has entered into sale leaseback transactions. Refer to
note 7 for a discussion on accounting for leases and other financial disclosures.
Earnings (Loss) Attributable to QVC Group Stockholders and Earnings (Loss) Per Common Share
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted
average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a
per share basis of potential common shares as if they had been converted at the beginning of the periods presented.
Series A and Series B Common Stock
EPS for all periods through December 31, 2024, is based on the following WASO. Excluded from diluted EPS
for the years ended December 31, 2024, 2023 and 2022 are approximately 21 million, 26 million and 33 million potentially
dilutive common shares, respectively, because their inclusion would be antidilutive.
Years ended December 31,
2024 2023
2022
number of shares in millions
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
396
387
380
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1
3
Diluted WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
396
388
383
Reclasses and adjustments
Certain prior period amounts have been reclassified for comparability with the current year presentation.
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. QVC
Group considers (i) fair value measurements of non-financial instruments, (ii) accounting for income taxes and (iii)
estimates of retail-related adjustments and allowances to be its most significant estimates.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-38
New Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The
guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as
expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective
basis, with the option to apply them retrospectively. The effective date for the standard is for fiscal years beginning
after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact of the
new standard on the related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands
disclosures about specific expense categories at interim and annual reporting periods. The standard is effective for fiscal
years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with
early adoption permitted. The Company is in the process of evaluating the impact of the new standard on the related
disclosures.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which is
intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant
segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance for
the year ended December 31, 2024 and has applied it retrospectively to all prior periods presented in the financial
statements. See note 15 for segment disclosures.
(3) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2024
2023
2022
amounts in millions
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
458
471
447
Cash paid for income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
153
107
284
The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance
sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
2024
2023
amounts in millions
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
905
1,121
Restricted cash included in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
15
Total cash, cash equivalents and restricted cash in the consolidated statement of cash flows . . . $
923
1,136
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-39
(4) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs
to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active
markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2
inputs, other than quoted market prices included within Level 1, are observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring
assets or liabilities measured at fair value that would be considered Level 3.
The Company's assets and liabilities measured at fair value are as follows:
December 31, 2024
December 31, 2023
Quoted prices
Quoted prices
in active
Significant
in active
Significant
markets
other
markets
other
for identical observable
for identical observable
assets
inputs
assets
inputs
Description
Total
(Level 1)
(Level 2) Total
(Level 1)
(Level 2)
amounts in millions
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 652
652
— 726
726
—
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 282
—
282 219
—
219
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.
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the
following:
Years ended December 31,
2024 2023 2022
amounts in millions
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (22)
(22)
13
Exchangeable senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(38)
(33)
324
Indemnification asset (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(5) (273)
Other financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(1)
(9)
$ (60)
(61)
55
(1) Pursuant to an indemnification agreement Liberty Broadband agreed to indemnify Liberty Interactive LLC (“LI
LLC”) for certain payments made to holders of LI LLC’s 1.75% exchangeable senior debentures due 2046 (the
“1.75% Exchangeable Senior Debentures”). As of December 31, 2023, all remaining 1.75% Exchangeable Senior
Debentures were either retired or exchanged.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-40
The Company has elected to account for its exchangeable debt using the fair value option. Changes in the fair
value of the exchangeable senior debentures recognized in the consolidated statement of operations are primarily due to
market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable.
The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific
credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the
exchangeable senior debentures attributable to changes in the instrument specific credit risk were losses of $27 million,
gains of $50 million and gains of $341 million, net of the recognition of previously unrecognized gains and losses, for the
years ended December 31, 2024, 2023, and 2022, respectively. During the year ended December 31, 2023, the Company
recognized $60 million of previously unrecognized gains related to the retirement of a portion of the 1.75% Exchangeable
Senior Debentures, which was recognized through realized and unrealized gains (losses) on financial instruments, net on
the consolidated statement of operations. The cumulative change was a gain of $512 million as of December 31, 2024, net
of the recognition of previously unrecognized gains and losses.
(5) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
QxH
QVC
International
CBI
Corporate
and Other
Total
amounts in millions
Balance at January 1, 2023 . . . . . . . . . . . . . . . . . . . . . . . $
2,693
778
12
18
3,501
Foreign currency translation adjustments . . . . . . . . .
—
7
—
—
7
Dispositions (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(18)
(18)
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(326)
—
—
—
(326)
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . . .
2,367
785
12
—
3,164
Foreign currency translation adjustments . . . . . . . . .
—
(45)
—
—
(45)
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(902)
—
—
—
(902)
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . . . . $
1,465
740
12
—
2,217
(1) Zulily goodwill was eliminated as a result of the divestiture of Zulily on May 24, 2023 (see note 1).
As presented in the accompanying consolidated balance sheets, tradenames is the other significant indefinite lived
intangible asset, $2,120 million which all related to the QxH segment.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-41
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2024
December 31, 2023
Gross
Net
Gross
Net
carrying
Accumulated
carrying
carrying
Accumulated
carrying
amount
amortization
amount
amount
amortization
amount
amounts in millions
Television distribution rights . . . . . . . . . . $
535
(489)
46
592
(509)
83
Customer relationships . . . . . . . . . . . . . . .
2,816
(2,722)
94
2,825
(2,684)
141
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,241
(979)
262
1,193
(891)
302
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,592
(4,190)
402
4,610
(4,084)
526
The weighted average life of these amortizable intangible assets was approximately nine 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 $293 million, $305 million and $323
million for the years ended December 31, 2024, 2023 and 2022, respectively. Based on its amortizable intangible assets
as of December 31, 2024, QVC Group expects that amortization expense will be as follows for the next five years (amounts
in millions):
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
218
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
143
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
41
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
Impairments
During the fourth quarter of 2024, as a result of recent financial performance and macroeconomic conditions, the
Company initiated a process to evaluate its current business model and long-term business strategy. It was determined that
an indication of impairment existed for the QxH reporting unit related to the QVC and HSN tradenames and goodwill.
With the assistance of a third party specialist, the fair value of the tradenames was determined using the relief from royalty
method, primarily using a discounted cash flow model using projections of future operating performance (income
approach) and applying a royalty rate (market approach) (Level 3), and an impairment in the amount of $578 million for
the QVC and HSN tradenames, was recorded during the fourth quarter of 2024, 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 QxH
reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment in the amount
of $902 million was recorded, in the impairment of intangible assets line item in the consolidated statements of operations.
During prior years indications of impairment existed for the QxH and Zulily reporting units related to their
tradenames and goodwill. With the assistance of a third party specialist, the fair value of the tradenames was determined
using the relief from royalty method, primarily using a discounted cash flow model using QxH’s and Zulily’s projections
of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3), and
impairments in the amounts of $180 million and $140 million for QxH (related to the tradename associated with the HSN
brand) and Zulily, respectively, were recorded during the third quarter of 2022, 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 QxH
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-42
and Zulily reporting units was determined using a discounted cash flow method (Level 3), and goodwill impairments in
the amounts of $326 million and $2,535 million for QxH were recorded in 2023 and 2022, respectively, and a goodwill
impairment of $226 million for Zulily was recorded in 2022, in the impairment of intangible assets line item in the
consolidated statements of operations.
Based on the impairment losses recorded, the estimated fair value of the QxH reporting unit does not significantly
exceed its carrying value as of December 31, 2024. As of December 31, 2024 the Company had accumulated goodwill
impairment losses of $3,763 million attributed to the QxH reporting unit.
(6) Debt
Debt is summarized as follows:
Outstanding
principal
Carrying value
December 31, December 31, December 31,
2024
2024
2023
amounts in millions
Corporate level debentures
8.5% Senior Debentures due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
287
286
286
8.25% Senior Debentures due 2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
505
503
503
4% Exchangeable Senior Debentures due 2029 (1)(2)(3) . . . . . . . . . . . . . . . .
350
128
101
3.75% Exchangeable Senior Debentures due 2030 (1)(2)(3) . . . . . . . . . . . . . .
428
154
118
Subsidiary level notes and facilities
QVC 4.85% Senior Secured Notes due 2024(3) . . . . . . . . . . . . . . . . . . . . . .
—
—
423
QVC 4.45% Senior Secured Notes due 2025(2) . . . . . . . . . . . . . . . . . . . . . .
586
585
585
QVC 4.75% Senior Secured Notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . .
44
44
575
QVC 4.375% Senior Secured Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . .
72
72
500
QVC 6.875% Senior Secured Notes due 2029 . . . . . . . . . . . . . . . . . . . . . . .
605
605
—
QVC 5.45% Senior Secured Notes due 2034 . . . . . . . . . . . . . . . . . . . . . . . .
400
400
399
QVC 5.95% Senior Secured Notes due 2043 . . . . . . . . . . . . . . . . . . . . . . . .
300
300
300
QVC 6.375% Senior Secured Notes due 2067 . . . . . . . . . . . . . . . . . . . . . . .
225
225
225
QVC 6.25% Senior Secured Notes due 2068 . . . . . . . . . . . . . . . . . . . . . . . .
500
500
500
QVC Bank Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,195
1,195
857
Deferred loan costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(29)
(32)
Total consolidated QVC Group debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,497
4,968
5,340
Less debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(867)
(642)
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,101
4,698
(1) Measured at fair value
(2) Classified as current as of December 31, 2024
(3) Classified as current as of December 31, 2023
Exchangeable Senior Debentures
Each $1,000 debenture of LI LLC’s 4% exchangeable senior debentures due 2029 (“4% Exchangeable Senior
Debentures”) was exchangeable at the holder's option for the value of 3.2265 shares of Sprint Corporation (“Sprint”)
common stock and 0.7860 shares of Lumen Technologies, Inc. (“Lumen Technologies”) (formerly known as CenturyLink,
Inc.) common stock. On April 1, 2020, T-Mobile US, Inc. (“T-Mobile”) completed its acquisition of Sprint Corporation
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-43
(“TMUS/S Acquisition”) for 0.10256 shares of T-Mobile for every share of Sprint Corporation. Following the TMUS/S
Acquisition, the reference shares attributable to each $1,000 original principal amount of the 4% Exchangeable Senior
Debentures consist of 0.3309 shares of common stock of T-Mobile, and 0.7860 shares of common stock of Lumen
Technologies. LI LLC may, at its election, pay the exchange value in cash, T-Mobile and Lumen Technologies 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 principal amount of the debentures plus accrued interest. As a result of various principal payments made to
holders of the 4% Exchangeable Senior Debentures, the adjusted principal amount of each $1,000 debenture is $902 as of
December 31, 2024.
Each $1,000 debenture of LI LLC's 3.75% exchangeable senior debentures due 2030 (“3.75% Exchangeable
Senior Debentures”) was exchangeable at the holder's option for the value of 2.3578 shares of Sprint common stock and
0.5746 shares of Lumen Technologies common stock. Following the TMUS/S Acquisition, each $1,000 debenture of LI
LLC’s 3.75% Exchangeable Senior Debentures is exchangeable at the holder’s option for the value of 0.2419 shares of T-
Mobile common stock and 0.5746 shares of Lumen Technologies common stock. LI LLC may, at its election, pay the
exchange value in cash, T-Mobile and Lumen Technologies 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 principal amount of the debentures plus
accrued interest. As a result of various principal payments made to holders of the 3.75% Exchangeable Senior Debentures,
the adjusted principal amount of each $1,000 debenture is $931 as of December 31, 2024. On February 18, 2025, the
Company completed the semiannual interest payment of $18.75 per $1,000 debenture and made an additional distribution
of $0.3701 per debenture, resulting in an ending principal amount for each $1,000 debenture of $929 as of February 15,
2025.
QVC Group has elected to account for all of its exchangeables using the fair value option. Accordingly, changes
in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. On a
quarterly basis, QVC Group determines whether a triggering event has occurred to require current classification of certain
exchangeables, as discussed below.
The Company has classified the debentures that could be redeemed for cash as a current liability because the
Company does not own shares to exchange the debentures or they are currently exchangeable. The Company also reviews
the terms of the debentures on a quarterly basis to determine whether a triggering event for an open exchange window has
occurred, which requires current classification of the exchangeables as the exchange is at the option of the holder.
Exchangeable senior debentures classified as current totaled $282 million at December 31, 2024.
Interest on the Company's exchangeable debentures is payable semi-annually based on the date of issuance. At
maturity, all of the Company's exchangeable debentures are payable in cash.
Senior Debentures
Interest on the 8.5% senior debentures due 2029 and the 8.25% senior debentures due 2030 (collectively, the
“Senior Debentures”) is payable semi-annually based on the date of issuance. The Senior Debentures are stated net of
aggregate unamortized discount and issuance costs of $3 million at December 31, 2024 and $3 million at December 31,
2023. Such discount and issuance costs are being amortized to interest expense in the accompanying consolidated
statements of operations.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-44
QVC Senior Secured Notes
During prior years, QVC issued $600 million principal amount of 4.85% senior secured notes at an issue price of
99.927% (the “2024 Notes”), $600 million principal amount of 4.45% senior secured notes due 2025 (the “2025 Notes”)
at an issue price of 99.860%, $400 million principal amount 5.45% senior secured notes due 2034 at an issue price of
99.784%, $300 million principal amount of 5.95% senior secured notes due 2043 at an issue price of 99.973%, $225
million of 6.375% senior notes due 2067 (the “2067 Notes”) at par, and $500 million of the 6.25% senior secured notes
due 2068 (“2068 Notes”) at par.
During the second quarter of 2023, QVC purchased $177 million of the outstanding 2024 Notes and $15 million
of the outstanding 2025 Notes. As a result of the repurchases, QVC recorded a gain on extinguishment of debt, included
in other, net in the consolidated statements of operations of $10 million for the year ended December 31, 2023. The
remaining outstanding 2024 Notes were repaid in March 2024. As of December 31, 2024, the remaining outstanding 2025
Notes are classified within the current portion of long-term debt as they mature in less than one year. On February 18,
2025, QVC repaid the remaining outstanding 2025 Notes, at maturity, using availability on the Credit Facility and cash on
hand.
On September 11, 2024, QVC commenced a private offer to existing bondholders to exchange any and all of
QVC’s outstanding 4.75% Senior Secured Notes due 2027 (the “2027 Notes”) for $350 principal amount of QVC’s newly-
issued 6.875% Senior Secured Notes due April 2029 (the “2029 Notes”) and $650 in cash per $1,000 principal amount of
2027 Notes exchanged, and any and all of QVC’s outstanding 4.375% Senior Secured Notes due 2028 (the “2028 Notes”)
for $1,000 principal amount of the 2029 Notes per $1,000 principal amount of 2028 Notes exchanged (the “Exchange”),
and a private offer to purchase 2027 Notes and 2028 Notes for cash from holders who were not eligible to participate in
the private exchange offer. On September 25, 2024, QVC issued $605 million aggregate principal amount of 2029 Notes
and paid $352 million in cash consideration (including $277 million contributed by QVC Group) in exchange for
$531 million of the 2027 Notes and $428 million of the 2028 Notes. The Exchange was accounted for as a debt
modification in accordance with U.S. GAAP and fees paid to third parties were expensed during the year ended
December 31, 2024 in other expense in the consolidated statement of operations.
The senior secured notes contain certain covenants, including certain restrictions on QVC and its restricted
subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating
liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends
and other restricted payments; consolidating or merging; entering into certain transactions with affiliates; entering into
sale or leaseback transactions; and restricting subsidiary distributions.
The senior secured notes permit QVC to make unlimited dividends or other restricted payments so long as QVC
is not in default under the indentures governing the senior secured notes and QVC’s consolidated leverage ratio is not
greater than 3.5 to 1.0 (the “senior secured notes leverage basket”). As of December 31, 2024, QVC’s consolidated
leverage ratio (as calculated under QVC’s senior secured notes) was greater than 3.5 to 1.0 and as a result QVC is restricted
in its ability to make dividends or other restricted payments under the senior secured notes. Although QVC will not be
able to make unlimited dividends or other restricted payments under the senior secured notes leverage basket, QVC will
continue to be permitted to make unlimited dividends to parent entities of QVC to service the principal and interest when
due in respect of indebtedness of such parent entities (so long as there is no default under the indentures governing QVC’s
senior secured notes) and permitted to make certain restricted payments to QVC Group under an intercompany tax sharing
agreement in respect of certain tax obligations of QVC and its subsidiaries.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-45
Credit Facility
On October 27, 2021, QVC amended and restated its latest credit agreement (as amended and restated, the “Fifth
Amended and Restated Credit Agreement”) and refinanced the Credit Facility by entering into the Fifth Amended and
Restated Credit Agreement with Zulily, CBI, and QVC Global, each a direct or indirect (or former, in the case of Zulily)
wholly owned subsidiary of QVC Group, as borrowers (QVC, Zulily, CBI and QVC Global, collectively, the
“Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein. In connection
with the Zulily divestiture (see note 1), Zulily is no longer a co-borrower in the Credit Facility, and Zulily repaid its
outstanding borrowings under the Fifth Amended and Restated Credit Agreement using cash contributed from QVC
Group, which was approximately $80 million.
The Fifth Amended and Restated Credit Agreement is a multi-currency facility providing for a $3.25 billion
revolving credit facility, with a $450 million sub-limit for letters of credit and an alternative currency revolving sub-limit
equal to 50% of the revolving commitments thereunder. The Credit Facility may be borrowed by any Borrower, with
each Borrower jointly and severally liable for the outstanding borrowings. Borrowings under the Fifth Amended and
Restated Credit Agreement bear interest at either the ABR Rate or a LIBOR-based rate (or the applicable non-U.S. Dollar
equivalent rate) (such rate, the “Term Benchmark/RFR Rate”) at the applicable Borrower’s election in each case plus a
margin. Borrowings that are ABR Rate loans will bear interest at a per annum rate equal to the base rate plus a margin that
varies between 0.25% and 0.625% depending on the Borrowers’ combined ratio of consolidated total debt to consolidated
EBITDA (the “consolidated leverage ratio”). Borrowings that are Term Benchmark/RFR Rate loans will bear interest at a
per annum rate equal to the applicable rate plus a margin that varies between 1.25% and 1.625% depending on the
Borrowers’ consolidated leverage ratio. Each loan may be prepaid at any time and from time to time without penalty other
than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of
credit usage exceed availability; provided that, if CBI, QVC Global or any other borrower under the Credit Facility (other
than QVC) is removed, at the election of QVC, as a borrower thereunder, all of its loans must be repaid and its letters of
credit are terminated or cash collateralized. Any amounts prepaid on the Credit Facility may be reborrowed.
On June 20, 2023, QVC, QVC Global and CBI, as borrowers, JPMorgan Chase Bank, N.A., as administrative
agent, and the other parties thereto entered into an agreement whereby, in accordance with the Fifth Amended and Restated
Credit Agreement, LIBOR-based rate loans denominated in U.S. dollars made on or after June 30, 2023 would be replaced
with Secured Overnight Financing Rate (“SOFR”) based rate loans. Borrowings that are SOFR-based loans will bear
interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus a margin that varies
between 1.25% and 1.625% depending on the Borrowers’ consolidated leverage ratio.
The loans under the Credit Facility are scheduled to mature on October 27, 2026. Payment of the loans may be
accelerated following certain customary events of default.
The payment and performance of the Borrowers’ obligations under the Fifth Amended and Restated Credit
Agreement are guaranteed by each of QVC’s, QVC Global’s, and CBI’s Material Domestic Subsidiaries (as defined in the
Fifth Amended and Restated Credit Agreement), if any, and certain other subsidiaries of any Borrower that such Borrower
has chosen to provide guarantees. Further, the borrowings under the Fifth Amended and Restated Credit Agreement are
secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests. The borrowings under the
Fifth Amended and Restated Credit Agreement are also secured by a pledge of all of CBI’s equity interests.
The Fifth Amended and Restated Credit Agreement contains certain affirmative and negative covenants,
including certain restrictions on the Borrowers and each of their respective restricted subsidiaries (subject to certain
exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets;
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-46
making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments;
dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback
transactions; restricting subsidiary distributions; and limiting the Borrowers’ consolidated leverage ratio.
Borrowings under the Fifth Amended and Restated Credit Agreement may be used to repay outstanding
indebtedness, pay certain fees and expenses, finance working capital needs and general purposes of the Borrowers and
their respective subsidiaries and make certain restricted payments and loans to the Borrowers’ respective parents and
affiliates.
Availability under the Fifth Amended and Restated Credit Agreement at December 31, 2024 was $1,586 million,
which is limited by restrictions on our consolidated leverage ratio. The interest rates on the Fifth Amended and Restated
Credit Agreement were 6.06%, 7.03%, and 5.75% at December 31, 2024, 2023 and 2022, respectively. As of December 31,
2024 and 2023, outstanding trade letters of credit totaled $108 million and $116 million, respectively.
Five Year Maturities
The annual principal maturities of QVC Group's debt, based on stated maturity dates, for each of the next five
years is as follows (amounts in millions):
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
588
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,198
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
47
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
75
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,238
Fair Value of Debt
QVC Group 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 QVC Group 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 QVC Group's publicly traded debt securities that are not reported at
fair value in the accompanying consolidated balance sheets is as follows (amounts in millions):
December 31,
2024
2023
Senior debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
374
350
QVC senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,942
2,512
Due to the variable rate nature, QVC Group believes that the carrying amount of its subsidiary debt not discussed
above approximated fair value at December 31, 2024.
(7) Leases
Right-of-use assets and lease liabilities are initially recognized based on the present value of the future lease
payments over the expected lease term. As for most leases the implicit rate is not readily determinable, the Company uses
a discount rate in determining the present value of future payments based on the Company’s incremental borrowing rate
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-47
on a collateralized basis aligning with the term of the lease. Our lease agreements include both lease and non-lease
components, which the Company accounts for as a single lease component. The Company’s leases have base rent periods
and some with optional renewal periods. Leases with base rent periods of less than 12 months are not recorded on the
balance sheet. For purposes of measurement of lease liabilities, the expected lease terms may include renewal options
when it is reasonably certain that the Company will exercise such options.
Leases with an initial term greater than twelve months are classified as either finance or operating. Finance leases
are generally those that we substantially use or pay for the entire asset over its estimated useful life and are recorded in
property and equipment. All other leases are categorized as operating leases and recorded in operating lease right-of-use
assets.
We have entered into sale leaseback transactions. To determine whether the transaction should be accounted for
as a sale, we evaluate whether control of the asset has transferred to a third party. If the transfer of the asset is determined
to be a sale, we recognize the transaction price for the sale based on cash proceeds received, derecognize the carrying
amount of the asset sold, and recognize a gain or loss in the consolidated statement of operations for any difference between
the carrying value of the asset and the transaction price. The leaseback is accounted for according to our lease policy
discussed above. If the transfer of the asset is not determined to be a sale, we account for the transaction as a financing
arrangement.
The Company has finance lease agreements with transponder and transmitter network suppliers for the right to
transmit its signals. 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 18 years, some of which may include
the option to extend for up to 20 years, and some of which include options to or terminate the leases within less than one
year.
The components of lease cost during the years ended December 31, 2024, 2023 and 2022 were as follows:
Years ended December 31,
2024
2023
2022
amounts in millions
Operating lease cost (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
160
168
127
Finance lease cost
Depreciation of leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2
2
5
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
3
Total finance lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2
2
8
(1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not
material to the financial statements.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-48
The remaining weighted-average lease term and the weighted-average discount rate were as follows:
December 31,
2024
2023
2022
Weighted-average remaining lease term (years):
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1.4
1.9
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.2
12.6
9.6
Weighted-average discount rate:
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.4%
2.3%
2.1%
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.4%
13.4%
10.2%
Supplemental balance sheet information related to leases was as follows:
December 31,
2024
2023
amounts in millions
Operating leases:
Operating lease ROU assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
600
635
Current operating lease liabilities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
41
39
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
598
615
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
639
654
Finance Leases:
Finance lease ROU assets (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10
10
Finance lease ROU asset accumulated depreciation (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)
(8)
Finance lease ROU assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
2
Current finance lease liabilities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
1
Finance lease liabilities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1
Total finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
2
(1) Included within the Other current liabilities line item on the consolidated balance sheets.
(2) Included within the Other liabilities line item on the consolidated balance sheets.
(3) Included within the Property and equipment line item on the consolidated balance sheets.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-49
Supplemental cash flow information related to leases was as follows:
Years ended December 31,
2024
2023 2022
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
116
126
108
Operating cash outflows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
—
3
Financing cash outflows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1
2
6
ROU assets obtained in exchange for lease obligations:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
25
163
306
Future lease payments under operating leases with initial terms of one year or more at December 31, 2024
consisted of the following:
Operating Leases
amounts in millions
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
124
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
845
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . $
1,411
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
772
Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
639
In June 2022, QVC modified the finance lease for its distribution center in Ontario, California which reduced the
term of the lease and removed QVC’s ability to take ownership of the distribution center at the end of the lease term. QVC
will make annual payments over the modified lease term. Since the lease was modified and removed QVC’s ability to take
ownership at the end of the lease term, the Company accounted for the modification similar to a sale and leaseback
transaction, and as a result, QVC received net cash proceeds of $250 million and recognized a $240 million gain on the
sale of the distribution center during the second quarter of 2022 calculated as the difference between the aggregate
consideration received (including cash and forgiveness of the remaining financing obligation of $84 million) and the
carrying value of the distribution center. The gain is included in gains on sale of assets and sale leaseback transactions in
the consolidated statement of operations. The Company accounted for the modified lease as an operating lease and
recorded a $37 million right-of-use asset and a $31 million operating lease liability, with the difference attributable to
prepaid rent.
In December 2023, QVC modified the lease for its distribution center in Ontario, California pursuant to which
QVC extended the term of the lease through December 31, 2030 with an option to renew the lease for an additional 3-year
term ending December 31, 2033.
In July 2022, QVC sold five owned and operated properties located in the U.S. to an independent third party and
received net cash proceeds of $443 million. Concurrent with the sale, QVC entered into agreements to lease each of the
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-50
properties back from the purchaser over an initial term of 20 years with the option to extend the terms of the property
leases for up to four consecutive terms of five years. QVC recognized a $277 million gain related to the successful sale
leaseback for the year ended December 31, 2022, calculated as the difference between the aggregate consideration received
and the carrying value of the properties. The Company accounted for the leases as operating leases and recorded a
$207 million right-of-use asset and a $205 million operating lease liability, with the difference attributable to initial direct
costs.
In November 2022, QVC entered into agreements to sell two properties located in Germany and the U.K. to an
independent third party. Under the terms of the agreements, QVC received net cash proceeds of $182 million related to its
German and U.K. facilities when the sale closed in January 2023. Concurrent with the sale, the Company entered into
agreements to lease each of the properties back from the purchaser over an initial term of 20 years, with the option to
extend the terms of the property leases for up to four consecutive terms of five years. QVC recorded a gain of $113 million
related to the successful sale leaseback of the German and U.K. properties during the first quarter of 2023 calculated as
the difference between the aggregate consideration received and the carrying value of the properties. QVC accounted for
the leases as operating at the close of the sale leaseback transaction and recorded $74 million of right-of-use assets and
operating lease liabilities for the German and U.K. properties.
On October 31, 2022, the Company entered into foreign currency forward contracts with an aggregate notional
amount of $167 million to mitigate the foreign currency risk associated with the sale and leaseback of Germany and U.K.
properties. The forward did not qualify as a cash flow hedge under U.S. GAAP. Changes in the fair value of the forward
are reflected in realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of
operations. The forward expired in January 2023 which resulted in a net cash settlement of $12 million.
In December 2023, QVC entered into an agreement to sell an owned and operated property in Germany to an
independent third party. This property was owned as of December 31, 2023, and was considered held for sale and included
in other assets, at cost, net of accumulated amortization in the accompanying consolidated balance sheet. Under the terms
of the agreement, QVC received net cash proceeds of $6 million related to its German facility when the sale closed in
February 2024. QVC recognized a $1 million gain related to the sale during the first quarter of 2024, calculated as the
difference between the aggregate consideration received and the carrying value of the property. Concurrent with the sale,
the Company entered into an agreement to lease a portion of the property back over two years and recorded an operating
lease right-of-use asset and operating lease liability of $1 million.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-51
(8) Income Taxes
Income tax benefit (expense) consists of:
Years ended December 31,
2024 2023 2022
amounts in millions
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (86)
(8)
(99)
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
12
(29)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(78)
(84)
(84)
(170)
(80) (212)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
(50)
(4)
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
(3)
(27)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(27)
19
211
(80)
(12)
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . $
41 (160) (224)
The following table presents a summary of our domestic and foreign earnings (losses) from continuing
operations before income taxes:
Years ended December 31,
2024
2023
2022
amounts in millions
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,525)
(236)
(2,530)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234
302
222
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,291)
66
(2,308)
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-52
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate
of 21% as a result of the following:
Years ended December 31,
2024
2023 2022
amounts in millions
Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
271
(14)
485
State and local income taxes, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . . . .
24
(21)
(35)
Tax on foreign earnings, net of federal tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
210
(24)
(15)
Change in valuation allowance affecting tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
(236)
—
—
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)
16
(8)
Non-deductible equity distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
—
(41)
Impairment of non-deductible goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(189)
(68)
(580)
Non-deductible interest on Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21)
(21)
(21)
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
(17)
(6)
Executive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
(4)
(3)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(7)
—
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
41
(160)
(224)
For the year ended December 31, 2024, income tax benefit differs from the U.S. statutory rate of 21% due to an
impairment of goodwill that is not deductible for tax purposes (see note 5), and a benefit from a foreign tax loss that is
fully offset by a valuation allowance.
For the year ended December 31, 2023, income tax expense was greater than the U.S. statutory rate of 21% due
to state income tax expense, foreign income tax expense, the impairment of goodwill that is not deductible for tax purposes,
non-deductible interest expense related to Preferred Stock, and stock compensation, partially offset by tax benefits from a
decrease in effective tax rate used to measure deferred taxes.
For 2022, the most significant portion of the losses before income taxes relates to a goodwill impairment that is
not deductible for tax purposes.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-53
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,
2024
2023
amounts in millions
Deferred tax assets:
Tax losses and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 594
297
Foreign tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
99
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
7
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
129
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
36
Prepaid royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
68
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
133
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,063
769
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(500)
(264)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
563
505
Deferred tax liabilities:
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
540
686
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
106
Discount on exchangeable debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,136
1,053
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
159
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,850
2,004
Net deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,287
1,499
As of December 31, 2024, the Company had a deferred tax asset of $594 million for net operating losses and
interest expense carryforwards. If not utilized to reduce income tax liabilities in future periods, $375 million of these loss
carryforwards will expire at various times between 2025 and 2044. The remaining $219 million of losses and interest
expense carryforwards may be carried forward indefinitely. These carryforwards are expected to be utilized by the
Company, except for $416 million which, based on current projections, will not be utilized in the future and are subject to
a valuation allowance.
As of December 31, 2024, the Company had a deferred tax asset of $101 million for foreign tax credit
carryforwards. If not utilized to reduce income tax liabilities in future periods, these foreign tax credit carryforwards will
expire at various times between 2026 and 2034. The Company estimates that $82 million of its foreign tax credit
carryforward will expire without utilization and are subject to a valuation allowance.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-54
A reconciliation of unrecognized tax benefits is as follows:
Years ended December 31,
2024 2023 2022
amounts in millions
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67
97
88
Additions based on tax positions related to the current year . . . . . . . . . . .
3
5
8
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1
12
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(3)
(2)
Lapse of statute and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
(33)
(9)
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 61
67
97
As of December 31, 2024, 2023 and 2022, the Company had recorded tax reserves of $61 million, $67 million
and $97 million, respectively, related to unrecognized tax benefits for uncertain tax positions. If such tax benefits were to
be recognized for financial statement purposes, $48 million for the year ended December 31, 2024, would be reflected in
the Company's tax expense and affect its effective tax rate. QVC Group'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 2025. The amount of unrecognized tax benefits related to these
positions 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 decrease within the next twelve
months by up to $19 million.
As of December 31, 2024, the Company's tax years prior to 2021 are closed for federal income tax purposes, and
the Internal Revenue Service (“IRS”) has completed its examination of the Company's 2021 and 2022 tax years. However,
2021 and 2022 remain open until the statute of limitations lapses on October 15 of 2025 and 2026, respectively. The
Company's 2023 and 2024 tax years are being examined currently as part of the IRS's Compliance Assurance Process
("CAP") program. Various states and foreign jurisdictions are currently examining the Company's prior years’ state and
foreign income tax returns.
The Company recorded $8 million of accrued interest and penalties related to uncertain tax positions for the year
ended December 31, 2024, $6 million for the year ended December 31, 2023, and $33 million for the year ended
December 31, 2022.
(9) Stockholders' Equity
Preferred Stock
On September 14, 2020, QVC Group issued its Preferred Stock. There were 13,500,000 shares of Preferred Stock
authorized and 12,723,258 shares and 12,706,843 shares issued and outstanding at December 31, 2024 and 2023,
respectively.
Priority. The Preferred Stock ranks senior to the shares of QVC Group common stock, with respect to dividend
rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution
or winding up of QVC Group’s affairs. Shares of Preferred Stock are not convertible into shares of QVC Group common
stock.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-55
Dividends. Holders of the Preferred Stock are entitled to receive quarterly cash dividends at a rate of 8.0% per
annum of the liquidation price (as described below) on a cumulative basis, during the term. If declared, accrued dividends
will be payable quarterly on each dividend payment date, beginning December 15, 2020 and thereafter on each March 15,
June 15, September 15, and December 15 during the term (or, if such date is not a business day, the next business day after
such date). If QVC Group fails to pay dividends or the applicable redemption price with respect to any redemption within
30 days after the applicable dividend payment or redemption date, the dividend rate will increase as provided by the
Certificate of Designations for the Preferred Stock (the “Certificate of Designations”). Accrued dividends that are not paid
within 30 days after the applicable dividend payment date will be added to the liquidation price until paid together with
all dividends accrued thereon.
The ability of QVC Group to declare or pay any dividend on, or purchase, redeem, or otherwise acquire, any of
its common stock or any other stock ranking on parity with the Preferred Stock will be subject to restrictions if QVC Group
does not pay all dividends and all redemption payments on the Preferred Stock, subject to certain exceptions as set forth
in the Certificate of Designations.
During the years ended December 31, 2024, 2023 and 2022, the Company declared and paid four quarterly cash
dividends, each for $2.00 per share to stockholders of record of the Preferred Stock. On February 14, 2025, the Company
declared a quarterly cash dividend of $2.00 per share, which will be payable in cash on March 17, 2025 to stockholders of
record of the Preferred Stock at the close of business on February 28, 2025.
Distributions upon Liquidation, Dissolution or Winding Up. Upon QVC Group’s liquidation, winding-up or
dissolution, each holder of shares of the Preferred Stock will be entitled to receive, before any distribution is made to the
holders of QVC Group common stock, an amount equal to the liquidation price plus all unpaid dividends (whether or not
declared) accrued from the immediately preceding dividend payment date, subject to the prior payment of liabilities owed
to QVC Group’s creditors and the preferential amounts to which any stock senior to the Preferred Stock is entitled. The
Preferred Stock has a liquidation price equal to the sum of (i) $100, plus (ii) all accrued and unpaid dividends (whether or
not declared) that have been added to the liquidation price.
Mandatory and Optional Redemption. The Preferred Stock is subject to mandatory redemption on March 15,
2031 at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend
payment date. On or after the fifth anniversary of September 14, 2020 (the “Original Issue Date”), QVC Group may
redeem all or a portion of the outstanding shares of Preferred Stock, at the liquidation price plus all unpaid dividends
(whether or not declared) accrued from the most recent dividend payment date plus, if the redemption is (x) on or after the
fifth anniversary of the Original Issue Date but prior to its sixth anniversary, 4.00% of the liquidation price, (y) on or after
the sixth anniversary of the Original Issue Date but prior to its seventh anniversary, 2.00% of the liquidation price and (z)
on or after the seventh anniversary of the Original Issue Date, zero. Both mandatory and optional redemptions must be
paid in cash.
Voting Power. Holders of the Preferred Stock will not have any voting rights or powers, except as specified in
the Certificate of Designations or as required by Delaware law.
Preferred Stock Directors. So long as the aggregate liquidation price of the outstanding shares of Preferred Stock
exceeds 25% of the aggregate liquidation price of the shares of Preferred Stock issued on the Original Issue Date, holders
of Preferred Stock will have certain director election rights as described in the Certificate of Designations whenever
dividends on shares of Preferred Stock have not been declared and paid for two consecutive dividend periods and whenever
QVC Group fails to pay the applicable redemption price in full with respect to any redemption of the Preferred Stock or
fails to make a payment with respect to the Preferred Stock in connection with a liquidation or Extraordinary Transactions
(as defined in the Certificate of Designations).
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-56
Recognition. As the Preferred Stock is subject to unconditional mandatory redemption in cash and was issued in
the form of a share, the Company concluded the Preferred Stock was a mandatorily redeemable financial instrument and
should be classified as a liability in the consolidated balance sheets. The Preferred Stock was initially recorded at its fair
value, which was determined to be the liquidation preference of $100 per share. Given the liability classification of the
Preferred Stock, all dividends accrued are classified as interest expense in the consolidated statements of operations. The
fair value of the Preferred Stock (level 1) was $439 million and $457 million as of December 31, 2024 and 2023,
respectively.
Common Stock
Series A common stock has one vote per share, and Series B 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. The
Series A and Series B common stock participate on an equal basis with respect to dividends and distributions.
At an 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 an annual meeting of stockholders held on May 23, 2018, the Company’s stockholders approved an
amendment to the Restated Certificate of Incorporation, which (i) eliminated the tracking stock capitalization structure of
the Company and (ii) reclassified each outstanding share of Series A and Series B QVC Group common stock into one
share of our Series A and Series B common stock, respectively. In addition, the amendment to the Restated Certificate of
Incorporation changed (i) the total number of shares of the Company’s capital stock which the Company will have the
authority to issue to 8,200 million shares, (ii) the number of shares of the Company’s capital stock designated as “Common
Stock” to 8,150 million shares, (iii) the number of shares of Common Stock designated as “Series A Common Stock,”
“Series B Common Stock” and “Series C Common Stock” to 4,000 million shares, 150 million shares and 4,000 million
shares, respectively, and (iv) the number of shares of the Company’s capital stock designated as “Preferred Stock” to 50
million shares.
As of December 31, 2024, QVC Group reserved for issuance upon exercise of outstanding stock options
approximately 19.2 million shares of Series A common stock and approximately 0.4 million shares of Series B common
stock.
In addition to the Series A and Series B common stock, there are 4 billion shares of Series C common stock
authorized for issuance, respectively. As of December 31, 2024, no shares of any Series C common stock were issued or
outstanding.
Purchases of Common Stock
There were no shares of Series A common stock repurchased during the years ended December 31, 2024, 2023
and 2022.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-57
(10) Related Party Transactions with Officers and Directors
Chairman Compensation Arrangement
In December 2019, LMC entered into a new employment arrangement with Gregory B. Maffei, our Chairman.
The arrangement provided for a five year employment term which began on January 1, 2020 and ended December 31,
2024, with an annual base salary of $3 million (with no contracted increase), a one-time cash commitment bonus of $5
million (paid in December 2019), an annual target cash performance bonus of $17 million (with payment subject to the
achievement of one or more performance metrics as determined by the applicable company’s Compensation Committee),
upfront equity awards and annual equity awards (as described below).
The Chairman was entitled to receive term equity awards with an aggregate GDFV of $90 million (the “Upfront
Awards”) which were granted in two equal tranches. The first tranche consisted of time-vested stock options from each of
QVC Group, LMC, Liberty Broadband and GCI Liberty and time-vested restricted stock units (“RSUs”) from Liberty
TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) (collectively, the “2019 term awards”) that vested, in each case, on
December 31, 2023 (except Liberty TripAdvisor’s award of time-vested RSUs, which vested on December 15, 2023). The
second tranche of the Upfront Awards consisted of time-vested stock options from each of LMC, QVC Group, Liberty
Broadband and GCI Liberty and time-vested RSUs from Liberty TripAdvisor (collectively, the “2020 term awards”) that
vested, in each case, on December 31, 2024 (except Liberty TripAdvisor’s award of time-vested RSUs, which vested on
December 7, 2024).
The Chairman was also entitled to receive annual equity award grants with an annual aggregate GDFV of $17.5
million, consisting of time-vested options, performance-based RSUs or a combination of both, at the election of the
Chairman. The annual equity awards were granted directly by QVC Group, LMC, Liberty Broadband, Atlanta Braves
Holdings, Inc. and Liberty TripAdvisor according to their applicable allocation percentage. The allocation percentage was
determined based on a combination of (1) relative market capitalizations, weighted 50%, and (2) a blended average of
historical time allocation on an LMC-wide and Chairman basis, weighted 50%, in each case, absent agreement to the
contrary by QVC Group, LMC, Liberty Broadband, Atlanta Braves Holdings, Inc. and Liberty TripAdvisor in consultation
with the Chairman. The allocation percentage was then adjusted annually and following certain events. For the years ended
December 31, 2024, 2023 and 2022 the allocation percentage for QVC Group was 10%, 11% and 13%, respectively.
Vesting of any annual performance-based RSUs was subject to the achievement of one or more performance metrics as
approved by the Compensation Committee of the applicable company with respect to its respective allocable portion of
the annual performance-based RSUs.
Our Chairman’s employment arrangement with LMC ended on December 31, 2024, but he continues to serve as
Chairman of QVC Group.
CEO Employment Agreement
On July 12, 2021, the Compensation Committee of the Board of Directors of QVC Group approved the
Company’s entry into an employment agreement with David Rawlinson II, effective July 12, 2021. Effective October 1,
2021, Mr. Rawlinson began to serve as President and Chief Executive Officer of QVC Group. Mr. Rawlinson concurrently
assumed the same positions with QVC. Mr. Rawlinson joined the Board of Directors effective January 1, 2022. On
December 27, 2024, QVC Group and Mr. Rawlinson entered into an agreement to extend his current employment
arrangement through February 28, 2025.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-58
Maffei Arrangements
On June 3, 2021, the Company and Mr. Maffei entered into a Stock Exchange Agreement (the “Maffei Stock
Exchange Agreement”) pursuant to which, among other things, QVC Group agreed that on the terms and subject to the
conditions of the Maffei Stock Exchange Agreement, Mr. Maffei, at his option (during the six-month period following the
vesting of the performance-based restricted stock unit award granted to Mr. Maffei on March 10, 2021), may transfer to the
Company the number of shares of QVC Group Series A common stock (“QVCGA”) actually received by Mr. Maffei upon
vesting of such performance-based restricted stock unit award in exchange for an equivalent number of newly-issued
shares of QVC Group Series B common stock (“QVCGB”).
Pursuant to the terms of the Maffei Stock Exchange Agreement, on March 25, 2022, Mr. Maffei transferred to
the Company an aggregate of 229,022 shares of QVCGA received by Mr. Maffei upon vesting of the performance-based
RSU award granted to Mr. Maffei on March 10, 2021 and in exchange, the Company issued to Mr. Maffei an equivalent
number of shares of QVCGB. Each share of QVCGB stock is convertible, at the option of the holder, into one share of
QVCGA.
On September 25, 2024, the Company entered into a call agreement (the “Call Agreement”) with Gregory B.
Maffei, pursuant to which Mr. Maffei granted to the Company the right to purchase all shares of High Vote Stock (as
defined below) owned by Mr. Maffei and certain successors and permitted transferees (collectively, the “Maffei Group”)
upon Mr. Maffei’s death. If that right is exercised, the Company may acquire the High Vote Stock at a price equal to the
market price of the Low Vote Stock (as defined below) into which such High Vote Stock is convertible, plus a 10%
premium. The Company also has a right of first refusal to purchase High Vote Stock that a member of the Maffei Group
may propose to sell to a third party, at a purchase price equal to the lesser of (i) the price offered by the third party and
(ii) the market price of the Low Vote Stock into which such High Vote Stock is convertible, plus a 10% premium. In either
case, if the Company exercises its right to purchase the High Vote Stock of the applicable member of the Maffei Group,
such member of the Maffei Group can elect to receive from the Company the purchase price for such High Vote Stock in
cash, shares of Low Vote Stock or a combination thereof. The Call Agreement also prohibits any member of the Maffei
Group from disposing of High Vote Stock, except for certain exempt transfers (such as transfers to specified related parties,
the conversion of any High Vote Stock to Low Vote Stock on a one-for-one basis or certain dispositions to satisfy
withholding obligations in connection with the exercise of stock options) and except if the Company fails to exercise its
right of first refusal in connection with a proposed sale of High Vote Stock to a third party.
For purposes of the Call Agreement, “High Vote Stock” is common stock of the Company of any series that has
voting rights greater than one vote per share, while “Low Vote Stock” is common stock of the Company of any series that
has not more than one vote per share. The High Vote Stock currently consists of the QVCGB, while the Low Vote Stock
currently consists of the QVCGA.
(11) Stock-Based Compensation
QVC Group - Incentive Plans
The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock
(“RSAs”), RSUs and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company
measures the cost of employee services received in exchange for an equity classified Award (such as stock options and
restricted stock) based on the 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
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-59
services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures
the fair value of the Award at each reporting date.
Pursuant to the QVC Group, Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”), the Company may grant
Awards in respect of a maximum of 30.0 million shares of QVC Group common stock plus the shares remaining available
for Awards under the prior QVC Group, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”), as amended, as of close of
business on May 20, 2020, the day before the effective date of the 2020 Plan. Any forfeited shares from the 2016 Plan
shall also be available again under the 2020 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years.
QVC Group issues new shares upon exercise of equity awards.
QVC Group – Grants
The following table presents the number and weighted average GDFV of Awards granted by QVC Group during
the years ended December 31, 2024, 2023 and 2022:
For the Years ended December 31,
2024
2023
2022
Awards
Granted
(000's)
Weighted
Average
GDFV
Awards
Granted
(000's)
Weighted
Average
GDFV
Awards
Granted
(000's)
Weighted
Average
GDFV
Series A common stock RSUs, subsidiary employees (1) . . . . . . . . . . . . . . .
— $
—
3,519 $
0.93 17,302 $
3.82
Series A common stock RSUs, QVC Group employees and directors (2) . . .
4 $
0.57
680 $
1.40
899 $
2.72
Series A common stock RSUs, David Rawlinson II (3) . . . . . . . . . . . . . . . . .
3,738 $
1.23
1,869 $
1.51
596 $
4.91
Series B common stock RSUs, QVC Group Chairman of the Board (4) . . . .
296 $
5.01
353 $
5.51
327 $
4.95
(1) Grants made in 2023 vest between one and three years. Grants made in 2022 generally vest annually over three
years.
(2) Grants mainly vest in one year for directors and one year from the month of grant for employees, subject to the
satisfaction of certain performance objectives.
(3) Grant made in 2024 vests one year from the month of grant, grant made in 2023 cliff vested in March 2024 and
grant made in 2022 cliff vested in March 2023, subject to the satisfaction of certain performance objectives and
based on an amount determined by the compensation committee. Grants were made in connection with
Mr. Rawlinson’s employment agreement (see note 10).
(4) QVC Group granted 296 thousand, 353 thousand and 327 thousand performance-based RSUs of QVCGB in 2024,
2023 and 2022, respectively. These grants vest one year from the month of the grant, subject to the satisfaction
of certain performance objectives. Grants were made in connection with our Chairman’s employment agreement.
Also during the year ended December 31, 2024, QVC Group granted 20.4 million and 941 thousand performance-
based, cash-settled RSUs of QVCGA to subsidiary employees and QVC Group employees, respectively, and 21.2 million
time-based, cash-settled RSUs of QVCGA to subsidiary employees. During the year ended December 31, 2023, QVC
Group granted 20.4 million performance-based, cash-settled RSUs of QVCGA to subsidiary employees. These cash-
settled RSUs mainly vest equally over three years, subject to the satisfaction of certain performance objectives, as
applicable. The liability and compensation expense related to such awards is adjusted at the end of each reporting period
based on the closing market price of QVCGA on the last trading day of the quarter combined with the probability of
satisfying the performance objectives, as applicable.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-60
For awards that are performance-based, performance objectives, which are subjective, are considered in
determining the timing and amount of compensation expense recognized. When the satisfaction of the performance
objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance
objectives is assessed at the end of each reporting period.
Pursuant to the terms of the Maffei Stock Exchange Agreement, on March 25, 2022, Mr. Maffei transferred to
the Company an aggregate of 229,022 shares of QVCGA received by Mr. Maffei upon vesting of the performance-based
RSU award granted to Mr. Maffei on March 10, 2021 and in exchange, the Company issued to Mr. Maffei an equivalent
number of shares of QVCGB. Each share of QVCGB stock is convertible, at the option of the holder, into one share of
QVCGA.
The Company has calculated the GDFV for all of its equity classified awards and any subsequent re-measurement
of its liability classified awards using the Black-Scholes-Merton model. The Company estimates the expected term of the
Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the
historical volatility of the Company's stock. 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. There were no options granted in 2024, 2023 and 2022.
QVC Group - Outstanding Awards
The following table presents the number and weighted average exercise price ("WAEP") of options to purchase
QVC Group 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 options.
QVC Group
Series A
Series B
Weighted Aggregate
Weighted Aggregate
average
intrinsic
average
intrinsic
Options
remaining
value
Options
remaining
value
(000's) WAEP
life
(in millions) (000's) WAEP
life
(in millions)
Options outstanding at January 1, 2024 . . . . . . 23,530 $ 7.72
723 $ 12.35
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
— $
—
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
— $
—
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . (4,299) $ 10.55
(316) $ 11.59
Options outstanding at December 31, 2024 . . . 19,231 $ 7.09 1.9 years $
—
407 $ 12.95 0.3 years $
—
Options exercisable at December 31, 2024 . . . . 19,173 $ 7.08 1.9 years $
—
407 $ 12.95 0.3 years $
—
The following table presents the number and weighted average GDFV of RSUs granted to certain officers,
employees and directors of the Company.
Weighted
Weighted
Series A Average Series B Average
(000's) GDFV (000's)
GDFV
RSUs outstanding at January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,691 $ 3.30
353 $ 5.51
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,742 $ 1.23
296 $ 5.01
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,400) $ 3.66
(353) $ 4.85
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,273) $ 2.37
— $
—
RSUs outstanding at December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,760 $ 2.35
296 $ 5.01
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-61
QVC Group - Restricted Stock and Restricted Stock Units
The Company has approximately 8.8 million, 296 thousand and 552 unvested RSAs and RSUs of QVCGA,
QVCGB and Preferred Stock, respectively, held by certain directors, officers and employees of the Company as of
December 31, 2024. The QVCGA and QVCGB unvested RSAs and RSUs have a weighted average GDFV of $2.37 per
share and $5.01 per share, respectively, and there is currently no incremental cost associated with the unvested Preferred
Stock RSAs and RSUs.
The aggregate fair value of all QVCGA, QVCGB and Preferred Stock RSAs and RSUs that vested during the
years ended December 31, 2024, 2023 and 2022 was $11 million, $13 million and $25 million, respectively.
QVC Group - Exercises
There were no options exercised in 2024. The aggregate intrinsic value of all options exercised during the years
ended December 31, 2023 and 2022 was $4 thousand and $1 million, respectively.
As of December 31, 2024, the total unrecognized compensation cost related to unvested QVC Group Awards was
approximately $10 million. Such amount will be recognized in the Company's consolidated statements of operations over
a weighted average period of approximately 1.3 years.
As of December 31, 2024, QVC Group reserved 19.6 million shares of Series A and Series B common stock for
issuance under exercise privileges of outstanding stock options.
(12) Employee Benefit Plans
Subsidiaries of QVC Group sponsor 401(k) plans, which provide their employees an opportunity to make
contributions to a trust for investment in QVC Group 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 $27 million, $26 million and $29 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
(13) Other Comprehensive Earnings (Loss)
Accumulated other comprehensive earnings (loss) included in the Company’s consolidated balance sheets and
consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive
earnings (loss) attributable to debt credit risk adjustments and the Company's share of accumulated other comprehensive
earnings of affiliates.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-62
The change in the components of accumulated other comprehensive earnings (loss), net of taxes ("AOCI"), is
summarized as follows:
Comprehensive
Foreign Share of Earnings (loss)
currency
AOCI
Attributable to
translation of equity
Credit Risk
adjustments affiliates
Adjustments Other AOCI
amounts in millions
Balance at January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(183)
(5)
21
88 (79)
Other comprehensive earnings (loss) attributable to QVC
Group, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(166)
—
277
(14)
97
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(349)
(5)
298
74
18
Other comprehensive earnings (loss) attributable to QVC
Group, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
5
84
(44)
68
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(326)
—
382
30
86
Other comprehensive earnings (loss) attributable to QVC
Group, Inc. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(80)
—
(21)
— (101)
Balance at December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(406)
—
361
30 (15)
The components of other comprehensive earnings (loss) are reflected in QVC Group's consolidated statements of
comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of
other comprehensive earnings (loss).
Tax
Before-tax
(expense)
Net-of-tax
amount
benefit
amount
amounts in millions
Year ended December 31, 2024:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(82)
(5)
(87)
Comprehensive earnings (loss) attributable to credit risk adjustments . . . .
(27)
6
(21)
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(109)
1
(108)
Year ended December 31, 2023:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
17
(2)
15
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . .
(60)
17
(43)
Comprehensive earnings (loss) attributable to credit risk adjustments . . . .
111
(27)
84
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
—
5
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
73
(12)
61
Year ended December 31, 2022:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(185)
3
(182)
Recognition of previously unrealized losses (gains) on debt, net . . . . . . . .
(18)
4
(14)
Comprehensive earnings (loss) attributable to credit risk adjustments . . . .
365
(88)
277
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
162
(81)
81
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-63
(14) Commitments and Contingencies
Litigation
QVC Group has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary
course of business. Although it is reasonably possible QVC Group may incur losses upon conclusion of such matters, an
estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any,
which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated
financial statements.
Fire at Rocky Mount Fulfillment Center
On December 18, 2021, QVC experienced a fire at its Rocky Mount fulfillment center in North Carolina. Rocky
Mount was QVC’s second-largest fulfillment center for QxH and QVC’s primary returns center for hard goods. The
Company maintains property, general liability and business interruption insurance coverage.
During the year ended December 31, 2022, the Company recorded $157 million of fire related costs including
$95 million for the write-down of Rocky Mount inventory which was included in Cost of goods sold. Due to the
circumstances surrounding the write-down of the inventory, this write-down has been excluded from Adjusted OIBDA (as
defined in note 15).
In June 2023, the Company agreed to a final insurance settlement with its insurance company and received all
remaining proceeds related to the Rocky Mount claim. During the year ended December 31, 2023, the Company received
$280 million of insurance proceeds, of which $210 million represented recoveries for business interruption losses. During
the year ended December 31, 2023, the Company recorded $32 million of fire related costs and recognized net gains of
$208 million representing proceeds received in excess of recoverable losses in restructuring, penalties and fire related
costs, net of (recoveries) in the consolidated statements of operations.
In February 2023, QVC sold the Rocky Mount fulfillment center to an independent third party and as of
December 31, 2023 received net cash proceeds of $19 million. QVC recognized gains on the sale of $17 million during
the year ended December 31, 2023, calculated as the difference between the aggregate consideration received and the
carrying value of the property. The gain is included in restructuring, penalties and fire related costs, net of (recoveries) in
the consolidated statement of operations.
Project Athens
On June 27, 2022, QVC Group announced a five-point turnaround plan designed to stabilize and differentiate its
QVC-U.S. and HSN brands and expand the Company's leadership in video streaming commerce (“Project Athens”).
Project Athens main initiatives include: (i) improve customer experience and grow relationships; (ii) rigorously execute
core processes; (iii) lower cost to serve; (iv) optimize the brand portfolio; and (v) build new high growth businesses
anchored in strength.
During 2022, QVC commenced the first phase of Project Athens, including actions to reduce inventory and a
planned workforce reduction that was completed in February 2023. These initiatives are consistent with QVC’s strategy
to operate more efficiently as it implements its turnaround plan. During the year ended December 31, 2023, QVC
implemented a workforce reduction and recorded restructuring charges of $13 million in restructuring, penalties and fire
related costs, net of (recoveries) in the consolidated statement of operations.
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-64
During the second quarter of 2024, QVC entered into an agreement and announced a plan to shift its global
operating model for IT services to a managed services model. As a result, during the year ended December 31, 2024, QVC
recorded restructuring charges of $18 million in restructuring, penalties and fire related costs, net of (recoveries) in the
consolidated statement of operations.
Other
In October 2023, HSN entered into a settlement agreement with the CPSC in which HSN agreed to pay a civil
penalty of $16 million to settle the CPSC’s claim that HSN allegedly failed to timely submit a report under the Consumer
Product Safety Act (“CPSA”) in relation to handheld clothing steamers sold by HSN under the Joy Mangano brand names
My Little Steamer® and My Little Steamer® Go Mini that were subject to a voluntary recall previously announced on
May 26, 2021. The settlement agreement also requires HSN to implement and maintain a compliance program to ensure
compliance with the CPSA. The civil penalty was recorded in restructuring, penalties and fire related costs, net of
(recoveries) in the consolidated statement of operations.
Zulily Restructuring
In the first quarter of 2022, Zulily began to execute a series of transformation initiatives, beginning with the
announcement of the closure of its fulfillment center in Bethlehem, Pennsylvania, and reduction in corporate workforce.
Zulily recorded $5 million of restructuring charges during the year ended December 31, 2023, related to its reduction in
corporate workforce. Zulily recorded $13 million of restructuring charges during the year ended December 31, 2022,
approximately $9 million of which related to its regional office space strategy and expenses associated with the
Pennsylvania facility closure, and approximately $4 million of which related to a reduction in corporate workforce. Zulily
was a wholly owned subsidiary of QVC Group until its divestiture on May 24, 2023 (see note 1).
(15) Information About QVC Group's Operating Segments
QVC Group, through its ownership interests in subsidiaries and other companies, is primarily engaged in the
video and on-line commerce industries. QVC Group 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 QVC Group's annual pre-tax earnings.
The segment presentation for prior periods has been conformed to the current period segment presentation.
QVC Group’s chief operating decision maker, the chief executive officer, evaluates performance and makes
decisions about allocating resources to its operating segments based on financial measures such as revenue, cost of goods
sold, gross profit, operating expense, advertising expense, selling, general and administrative expense and Adjusted
OIBDA, in addition to average sales price per unit, number of units shipped and revenue or sales per customer equivalent.
In addition, QVC Group reviews nonfinancial measures such as unique website visitors, conversion rates and active
customers, as appropriate.
For segment reporting purposes, QVC Group defines Adjusted OIBDA as revenue less cost of goods sold,
operating expenses, and SG&A excluding stock-based compensation and, where applicable, separately identified items
impacting comparability. QVC Group 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, and where applicable,
separately identified impairments, litigation settlements, restructuring, penalties, acquisition-related costs, fire related
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-65
costs, net of recoveries (including Rocky Mount inventory losses) and gains on sale leaseback transactions, that are
included in the measurement of operating income (loss) 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. QVC Group generally accounts
for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
For the year ended December 31, 2024, QVC Group has identified the following consolidated subsidiaries as its
reportable segments:
•
QxH – QxH markets and sells a wide variety of consumer products in the U.S., primarily by means of its 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.
•
CBI – CBI consists of a portfolio of aspirational home and apparel brands in the U.S. that sell merchandise
through brick-and-mortar retail locations as well as via the Internet through their websites.
QVC Group'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
Year ended December 31, 2024
QxH
QVC Int'l
CBI
Corporate
and other
Total
amounts in millions
Net Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,598
2,399 1,040
— 10,037
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,373
1,532
619
—
6,524
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,225
867
421
—
3,513
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512
181
41
—
734
Advertising expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
277
35
172
—
484
Selling, general and administrative expense (excluding stock
based compensation and advertising) . . . . . . . . . . . . . . . . . . . . . .
671
318
172
31
1,192
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 765
333
36
(31)
1,103
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-66
Year ended December 31, 2023
QxH
QVC Int'l
CBI
Corporate
and other
Total
amounts in millions
Net Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,995
2,454 1,165
301 10,915
Cost of goods sold (excluding depreciation and amortization) . . . 4,711
1,562
717
240
7,230
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,284
892
448
61
3,685
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549
190
45
11
795
Advertising expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
38
178
30
497
Selling, general and administrative expense (excluding stock
based compensation and advertising) . . . . . . . . . . . . . . . . . . . . . .
738
339
158
84
1,319
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 746
325
67
(64)
1,074
Year ended December 31, 2022
QxH
QVC Int'l
CBI
Corporate
and other
Total
amounts in millions
Net Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,359
2,528 1,313
906 12,106
Cost of goods sold (excluding depreciation, amortization, and
Rocky Mount inventory losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,131
1,620
850
721
8,322
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,228
908
463
185
3,784
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562
198
48
27
835
Advertising expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
259
39
166
72
536
Selling, general and administrative expense (excluding stock
based compensation and advertising) . . . . . . . . . . . . . . . . . . . . . .
657
313
171
208
1,349
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 750
358
78
(122)
1,064
Other Information
December 31, 2024
December 31, 2023
Total
Capital
Total
Capital
assets
expenditures
assets
expenditures
amounts in millions
QxH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,388
122
8,088
128
QVC International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,761
51
1,892
54
CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
567
26
566
45
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
527
—
822
3
Consolidated QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9,243
199
11,368
230
QVC GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
F-67
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,
2024 2023
2022
amounts in millions
Consolidated segment Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,103 1,074
1,064
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32)
(53)
(60)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(383)
(407)
(481)
Restructuring, penalties and fire related (costs), net of recoveries. . . . .
(18)
189
(3)
Gains on sale of assets and sale leaseback transactions . . . . . . . . . . . . .
1
113
520
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,480)
(326)
(3,081)
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(809)
590 (2,041)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(468)
(451)
(456)
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
52
10
Realized and unrealized gains (losses) on financial instruments, net . .
(60)
(61)
55
Loss on disposition of Zulily, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(64)
—
Tax sharing income (expense) with Liberty Broadband. . . . . . . . . . . . .
(4)
(11)
79
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
11
45
Earnings (loss) from continuing operations before income taxes . . . . . . $ (1,291)
66 (2,308)
Revenue by Geographic Area
The following table summarizes net revenue generated by subsidiaries located within the identified geographic
areas:
Years ended December 31,
2024
2023
2022
amounts in millions
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,638
8,442
9,514
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
870
945
1,017
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
785
788
813
Other foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
744
740
762
$ 10,037 10,915 12,106
Long-lived Assets by Geographic Area
December 31,
2024 2023
amounts in millions
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 351
348
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
91
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
19
Other foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
54
$ 502
512
F-68
QVC Group, Inc.
Reconciliation of QVC Group, Inc. ("QVC Group") Net Assets and
Net Earnings to Liberty Interactive LLC ("Liberty LLC") Net Assets and Net Earnings
December 31, 2024
(unaudited)
amounts in millions
QVC Group Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(885)
Reconciling items:
Adjustment to reflect Cornerstone Brands, Inc. ("CBI") as an equity investment (1) . . . . . .
(187)
Preferred Stock liability (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,272
Cash held by QVC Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(269)
Other corporate net (assets) liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Liberty LLC Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(59)
QVC Group Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,250)
Reconciling items:
Adjustment to reflect CBI equity method share of (earnings) loss (1) . . . . . . . . . . . . . . . . . .
(3)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
Other corporate (earnings) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Liberty LLC Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,122)
(1) On December 29, 2017, QVC Group 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, QVC Group 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.
(2) On September 14, 2020, QVC Group issued the 8.0% Series A Cumulative Redeemable Preferred Stock, par
value $0.01 per share (the “Preferred Stock”). Holders of the Preferred Stock are entitled to receive quarterly
cash dividends at a fixed rate of 8.0% per year on a cumulative basis, beginning December 15, 2020 and
thereafter on each of March 15, June 15, September 15 and December 15 during the term. As the Preferred
Stock is subject to unconditional mandatory redemption in cash and was issued in the form of a share, QVC
Group concluded the Preferred Stock was a mandatorily redeemable financial instrument and should be
classified as a liability in the consolidated balance sheets.
CORPORATE DATA
BOARD OF DIRECTORS
Gregory B. Maffei
Executive Chairman of the Board
QVC Group, Inc.
Richard N. Barton
Co-Founder and Co-Executive Chairman
Zillow Group, Inc.
Fiona P. Dias
Principal Digital Partner
Ryan Retail Consulting
David Rawlinson II
President and Chief Executive Officer
QVC Group, Inc.
M. Ian G. Gilchrist
Retired 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
Larry E. Romrell
Retired Executive Vice President
Tele-Communications, Inc.
Andrea L. Wong
Former President, International Production
Sony Pictures Television
Former President, International
Sony Pictures Entertainment
EXECUTIVE COMMITTEE
David Rawlinson II
Gregory B. Maffei
John C. Malone
COMPENSATION COMMITTEE
Larry E. Romrell (Chair)
M. Ian G. Gilchrist
Andrea L. Wong
AUDIT COMMITTEE
M. Ian G. Gilchrist (Chair)
Fiona P. Dias
Larry E. Romrell
NOMINATING & CORPORATE
GOVERNANCE COMMITTEE
Andrea L. Wong (Chair)
Richard N. Barton
Fiona P. Dias
SENIOR OFFICERS
Gregory B. Maffei
Chairman of the Board
David Rawlinson II
President and Chief Executive Officer
Renee L. Wilm
Chief Legal Officer and Chief
Administrative Officer
*Chief Administrative Officer through
March 31, 2025
Brian J. Wendling
Chief Accounting Officer and Principal
Financial Officer
*through March 31, 2025
Bill Wafford
Chief Financial Officer and Chief
Administrative Officer
*beginning April 1, 2025
Ben Oren
Executive Vice President and Treasurer
CORPORATE SECRETARY
Katherine C. Jewell
CORPORATE HEADQUARTERS
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5300
STOCK INFORMATION
Series A and B Common Stock (QVCGA/B)
and our 8% Series A Cumulative Redeemable
Preferred Stock (QVCGP) trade on the
NASDAQ Capital Market.
CUSIP NUMBERS
QVCGA – 74915M 100
QVCGB – 74915M 209
QVCGP – 74915M 308
TRANSFER AGENT
QVC Group, 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/qvc
INVESTOR RELATIONS
Shane Kleinstein
investor@qvcgrp.com
(866) 876-0461
ON THE INTERNET
Visit the QVC Group, Inc. website at
www.qvcgrp.com
FINANCIAL STATEMENTS
QVC Group, 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 QVC Group, Inc.
website.
ANNUAL REPORT 2024
ELECTRONIC DELIVERY
We encourage QVC Group stockholders to voluntarily elect to
receive future proxy and annual report materials electronically.
• If you are a registered stockholder, please visit
www.proxyvote.com for simple instructions.
• Beneficial stockholders can elect to receive future proxy
and annual report materials electronically as well as vote their
shares online at www.proxyvote.com.
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2025 ANNUAL MEETING OF STOCKHOLDERS
Monday, May 12, 2025
11:00 a.m. Mountain Time
OUR ENVIRONMENT
QVC Group believes in working to keep our environment cleaner
and
healthier. Every day, QVC Group takes steps to preserve
the natural
beauty of the surroundings that we are privileged to enjoy.
QVC Group’s initiative in reducing its carbon footprint by promoting
electronic delivery of stockholder materials has had a positive effect
on the environment. Based upon 2024 statistics, voluntary receipt
of e-delivery resulted in the following environmental savings:
• Using approximately 54.9 fewer tons of wood, or 329 fewer trees
• Using approximately 351 million fewer BTUs, or the equivalent of
the amount of energy used by 417 refrigerators
• Using approximately 247,000 fewer pounds of greenhouse gases,
including carbon dioxide, or the equivalent of 22.4 automobiles running
for 1 year
• Saving approximately 294,000 gallons of water, or the equivalent
of approximately 13.4 swimming pools
• Saving approximately 16,200 pounds of solid waste
• Reducing hazardous air pollutants by approximately 22 pounds
Environmental impact estimates calculated using the
Environmental Paper Network Paper Calculator. For more information
visit www.papercalculator.org.
INVESTORS.QVCGRP.COM