Financial Analysis

"Commitments and Contingencies The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that the amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements. Network and information systems, including the internet and telecommunication systems, third party delivery services and other technologies are critical to QVC's business activities. Substantially all of QVC's customer orders, fulfillment and delivery services are dependent upon the use of network and information systems, including the use of third party telecommunication and delivery service providers. If information systems including the internet or telecommunication services are disrupted, or if the third party delivery services experience a disruption in their transportation delivery services, the Company could face a significant disruption in fulfilling QVC's customer orders and shipment of QVC's products. The Company has active disaster recovery programs in place to help mitigate risks associated with these critical business activities. HSN Settlement Agreement In October 2023, HSN entered into a settlement agreement with the Consumer Product Saf …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans In certain countries, QVC sponsors defined contribution plans, which provide employees an opportunity to make contributions to a trust for investment in a variety of securities. Generally, the Company makes matching contributions to the plans based on a percentage of the amount contributed by employees. The Company's cash contributions to the plans were $22 million, $25 million, and $24 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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"Debt Long-term debt and finance lease obligations consisted of the following: December 31, (in millions) 2025 2024 4.45% Senior Secured Notes due 2025, net of original issue discount 1 $ 585 4.75% Senior Secured Notes due 2027 2 44 44 4.375% Senior Secured Notes due 2028 2 72 72 6.875% Senior Secured Notes due 2029 2 605 605 5.45% Senior Secured Notes due 2034, net of original issue discount 2 400 400 5.95% Senior Secured Notes due 2043, net of original issue discount 2 300 300 6.375% Senior Secured Notes due 2067 2 225 225 6.25% Senior Secured Notes due 2068 2 500 500 Senior secured credit facility 2 2,900 1,195 Finance lease obligations 2 Less: debt issuance costs, net 2 (24) (28) Total debt 5,024 3,898 Less: current portion (5,023) (585) Total long-term debt $ 1 3,313 (1) Classified as current as of December 31, 2024 (2) Classified as current as of December 31, 2025 Covenant Compliance: As noted in note 1, as of December 31, 2025 QVC is not in compliance with the net leverage ratio, as calculated under the Credit Agreement. Under the terms of the Fifth Amended and Restated Credit Agreement, this constitutes a breach of the financial covenant. The outstanding principal associated with the Credit Agreement and senior secured notes is $5,046 million. As a result of the above-noted net leverage ratio and the maturity date of the Credit Facility, outstanding balances have been classified as a current liability in the consolidated balance sheet, as of December 31, 2025. Senior …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2025 (in millions) QxH QVC-International Total Home $ 2,389 956 3,345 Apparel 1,094 422 1,516 Beauty 883 545 1,428 Accessories 708 206 914 Electronics 441 66 507 Jewelry 273 161 434 Other revenue 148 1 149 Total net revenue $ 5,936 2,357 8,293 Year ended December 31, 2024 (in millions) QxH QVC-International Total Home $ 2,626 975 3,601 Apparel 1,177 418 1,595 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 net revenue $ 6,598 2,399 8,997 Year ended December 31, 2023 (in millions) QxH QVC-International Total Home $ 2,768 982 3,750 Apparel 1,207 436 1,643 Beauty 1,083 588 1,671 Accessories 846 208 1,054 Electronics 617 68 685 Jewelry 304 165 469 Other revenue 170 7 177 Total net revenue $ 6,995 2,454 9,449

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"Stock-Based Compensation Certain QVC employees and officers may receive stock options (""Options""), performance restricted stock units (PSUs), and restricted stock units (""RSUs"") in Series A QVC Group common stock (QVCGA and prior to QVC Groups name change, QRTEA) in accordance with QVC Group's Incentive Plan (the ""QVC Group Incentive Plan""). The cost of employee services received in exchange for an equity classified Award (such as stock options) is measured 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 cost of employee services received in exchange for a liability classified Award is measured based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. On May 22, 2025, QVC Group filed an amendment to its Restated Certificate of Incorporation (the Charter Amendment) with the Secretary of State of the State of Delaware to effect a reverse stock split of QVCGA and Series B common stock, par value $0.01 per share, at a ratio of 1-for-50 (the Reverse Stock Split). In connection with the Reverse Stock Split, each QVCGA RSU, PSU and deferred stock unit (DSU) outstanding immediately prior to the effective time: 1. was divided by the ratio of 1-for-50 and rounded down to the nearest whole RSU, PSU or DSU, and 2. cash was issued in lieu of fractional RSUs, PSUs or DSUs. Also …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Financial Instruments and Fair Value Measurements For assets and liabilities required to be reported or disclosed at fair value, U.S. GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs, other than quoted market prices included within Level 1, are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets. Money market funds are included as cash equivalents Level 1 fair value instruments in the table below. The Company does not have any liabilities measured at fair value on a recurring basis. The Companys assets measured at fair value on a recurring basis were as follows: December 31, 2025 December 31, 2024 Description Total Quoted prices in active markets for identical assets (Level 1) Total Quoted prices in active markets for identical assets (Level 1) amounts in millions Cash equivalents $ 353 353 52 52 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Intangible Assets The changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2025 and 2024 were as follows: (in millions) QxH QVC-International Total Balance as of December 31, 2023 $ 2,367 784 3,151 Impairment (902) (902) Exchange rate fluctuations (45) (45) Balance as of December 31, 2024 1,465 739 2,204 Impairment (1,465) (1,465) Exchange rate fluctuations 61 61 Balance as of December 31, 2025 $ 800 800 Other intangible assets consisted of the following: December 31, 2025 December 31, 2024 (in millions) Gross cost Accumulated amortization Intangible assets, net Gross cost Accumulated amortization Intangible assets, net Weighted average remaining life (years) Purchased and internally developed software $ 1,116 (917) 199 1,094 (852) 242 2 Affiliate and customer relationships 2,835 (2,788) 47 2,816 (2,722) 94 1 Television distribution rights 161 (93) 68 535 (489) 46 1 Debt origination fees 9 (8) 1 9 (6) 3 1 Intangible assets subject to amortization $ 4,121 (3,806) 315 4,454 (4,069) 385 Tradenames (indefinite life) $ 1,190 1,190 2,120 2,120 N/A N/A - Not applicable. As of December 31, 2025, the related amortization and interest expense for each of the next five years ending December 31 was as follows (in millions): 2026 $ 214 2027 69 2028 30 2029 2 2030 As a result of recent financial performance, macroeconomic conditions, declines in stock price and credit rating downgrades, it was determined during the second quarter of 2025 that an …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income Taxes Income tax expense consisted of the following: Years ended December 31, (in millions) 2025 2024 2023 Current: U.S. Federal $ (1) (126) (72) State and local 3 (24) 6 Foreign (71) (78) (84) Total (69) (228) (150) Deferred: U.S. Federal 187 189 (21) State and local 38 39 (7) Foreign (3) (3) (27) Total 222 225 (55) Income tax benefit (expense) $ 153 (3) (205) Pre-tax income (loss) was as follows: Years ended December 31, (in millions) 2025 2024 2023 QxH $ (2,454) (1,253) 114 QVC-International 174 234 302 Consolidated QVC $ (2,280) (1,019) 416 Total income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 21% in 2025, 2024 and 2023, as a result of the following: Year ended December 31, 2025 amounts in millions percent US Federal statutory income tax rate $ 479 21.0 % Domestic federal Tax Credits 5 0.2% Nontaxable and non-deductible items, net Goodwill impairment (308) (13.5)% Other nondeductible items (9) (0.4)% Cross-border tax laws (23) (1.0)% Other (1) (0.1)% Domestic state and local income taxes, net of federal tax effect (1) 25 1.1% Foreign tax effects (14) (0.6)% Worldwide changes in unrecognized tax benefits (1) % Total tax benefit (expense) $ 153 6.7 % (1) The following jurisdictions make up greater than 50% of the state income tax expense for 2025: Delaware, Florida, Illinois, Massachusetts, New York and Pennsylvania. Years ended December 31, 2024 2023 Provision at statutory rate $ (214) 87 State income taxes, net …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company has lease agreements with transponder and transmitter network suppliers for the right to transmit its signals. QVC also has leases for data processing equipment, facilities, office space and land that are classified as operating leases. Our leases have remaining lease terms of less than 1 year to 17 years, some of which may include the option to extend or terminate the leases. The components of lease cost for the years ended December 31, 2025, 2024 and 2023, were as follows: Year ended December 31, (in millions) 2025 2024 2023 Operating lease cost (1) $ 124 124 121 (1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the financial statements. The remaining weighted-average lease term and the weighted-average discount rate were as follows: December 31, 2025 December 31, 2024 December 31, 2023 Weighted-average remaining lease term (years): Operating leases 12.0 12.6 13.5 Weighted-average discount rate: Operating leases 14.4 % 14.2 % 14.1 % Supplemental balance sheet information related to leases was as follows: December 31, (in millions) 2025 2024 Operating Leases: Operating lease right-of-use assets $ 461 482 Accrued liabilities 27 27 Other long-term liabilities 460 475 Total operating lease liabilities $ 487 502 Supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023, was as follows: Year ended December 31, (in millions) 2025 2024 2023 Cas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

(v) Recent accounting pronouncements not yet adopted In November 2024, the FASB issued Accounting Standards Update (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. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which simplifies the estimation of expected credit losses for certain current receivables and contract assets under the CECL model, particularly those arising from revenue contracts under ASC 606. The standard is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. Prospective application of the new guidance is required. The Company will adopt this new standard as of January 1, 2026 and does not expect it to have a material impact on its consolidated financial statements. In September 2025 the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targ …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions During the years ended December 31, 2025, 2024 and 2023, QVC and CBI engaged in multiple transactions relating to personnel and business advisory services. QVC allocated expenses of $12 million, $28 million and $25 million to CBI for the years ended December 31, 2025, 2024 and 2023, respectively. CBI allocated expenses of $2 million, $1 million, and $1 million to QVC for the years ended December 31, 2025, 2024 and 2023, respectively. On December 30, 2020, the Company and LIC completed an internal realignment of the Company's global finance structure that resulted in a common control transaction with QVC Group. As part of the common control transaction, Liberty Interactive LLC issued a promissory note (LIC Note) to a subsidiary of the Company with an initial face amount of $1.8 billion, a stated interest rate of 0.48% and a maturity of December 29, 2029. Interest on the LIC Note is paid annually. QVC recorded $8 million, $8 million, and $9 million of related party interest income for the years ended December 31, 2025, 2024, and 2023, respectively, included in interest expense, net in the consolidated statement of operations. Through a services agreement between Liberty Media Company (LMC) and QVC Group, LMC provides QVC Group with certain general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. During the third quarter of 2025, QVC began to perform certain ge …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Disaggregated revenue by segment and product category consisted of the following: Year ended December 31, 2025 (in millions) QxH QVC-International Total Home $ 2,389 956 3,345 Apparel 1,094 422 1,516 Beauty 883 545 1,428 Accessories 708 206 914 Electronics 441 66 507 Jewelry 273 161 434 Other revenue 148 1 149 Total net revenue $ 5,936 2,357 8,293 Year ended December 31, 2024 (in millions) QxH QVC-International Total Home $ 2,626 975 3,601 Apparel 1,177 418 1,595 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 net revenue $ 6,598 2,399 8,997 Year ended December 31, 2023 (in millions) QxH QVC-International Total Home $ 2,768 982 3,750 Apparel 1,207 436 1,643 Beauty 1,083 588 1,671 Accessories 846 208 1,054 Electronics 617 68 685 Jewelry 304 165 469 Other revenue 170 7 177 Total net revenue $ 6,995 2,454 9,449 Consumer Product Revenue and Other Revenue QVC's revenue includes sales of consumer products in the following categories; home, apparel, beauty, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media. Other revenue consists primarily of income generated from our PLCC in the U.S. in which a large consumer financial services company provides revolving credit directly to QVC's customers for the sole purpose of purchasing merchandise or services with a PLCC. In return, the Compan …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Information about QVC's Operating Segments and Geographical Data The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as net revenue, Adjusted OIBDA (defined below), gross margin, average sales price per unit, number of units shipped and revenue or sales per customer. For segment reporting purposes, the Company defines Adjusted OIBDA, as net revenue less cost of goods sold (excluding fire related costs, net of recoveries, see note 12), operating expenses, and SG&A (excluding stock-based compensation, penalties and restructuring costs). The Company believes this measure is an important indicator of the operational strength and performance of its segments by identifying those items that are not directly a reflection of each segment's performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking among the Company's businesses and identify strategies to improve performance. This measure of performance excludes depreciation, amortization, impairment losses, gains on sale of assets and sale-leaseback transactions, restructuring, penalties and fire related costs, net of recoveries and stock-based compensation that are included in the measurement of operating income pursuant to U.S. GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies (a) Cash and cash equivalents All highly liquid investments purchased with an original maturity of three months or less are classified as cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate their fair values (Level 1). See note 14. (b) Restricted Cash Restricted cash as of December 31, 2025 primarily includes cash deposits to cover potential disputes or other financial obligations with certain counterparties and a cash deposit with a third party trustee that provides financial assurance that the Company will fulfill its obligations in relation to claims under its workers' compensation policy. Restricted cash as of December 31, 2024 primarily includes the above noted cash deposit with a third party trustee. (c) Trade and other receivables Trade receivables, net primarily includes amounts owed to the Company from customers and from credit card clearing houses net of an allowance for credit losses. The allowance for credit losses is calculated as a percent of trade receivables at the end of a reporting period, and is based on historical experience, with the change in such allowance being recorded as a provision for credit losses in selling, general and administrative (SG&A) expenses in the consolidated statements of operations. A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of goods sold. …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing