[Q2 2025 Financial Results Overview](index=1&type=section&id=Q2_2025_Financial_Results_Overview) [CEO Commentary](index=1&type=section&id=CEO_Commentary) CEO David Rawlinson highlighted a challenging operating environment marked by linear television decline, volatile consumer confidence, and international trade uncertainty, yet the company achieved a double-digit Adjusted OIBDA margin and made significant progress with its WIN strategy - Operating in a challenging environment with continued decline of linear television, volatile consumer confidence, and uncertainty in international trade[2](index=2&type=chunk) - Delivered **double-digit Adjusted OIBDA margin** despite a declining top line[2](index=2&type=chunk) - Made significant progress with the WIN strategy, growing social and streaming business revenue to nearly **double-digits as a percentage of total QxH revenue**, diversified sourcing, and completed HSN's transition to Studio Park campus[2](index=2&type=chunk) [Key Financial Headlines](index=1&type=section&id=Key_Financial_Headlines) QVC Group reported a 7% decrease in revenue (9% in constant currency) and generated an operating loss of $2.3 billion for the second quarter of 2025, with Adjusted OIBDA decreasing 18% (19% in constant currency) and varied performance across segments Key Financial Headlines Summary | Metric | Change (US Dollars) | Change (Constant Currency) | | :------------------------- | :------------------ | :------------------------- | | QVC Group Revenue | -7% | -9% | | Operating Loss | -$2.3 billion | | | Adjusted OIBDA | -18% | -19% | | QxH Revenue | -11% | | | QVC International Revenue | +3% | -3% | | Cornerstone Revenue | -8% | | [Discussion of Results](index=3&type=section&id=Discussion_of_Results) [Consolidated Financial Performance](index=3&type=section&id=Consolidated_Financial_Performance) QVC Group's total revenue decreased 7% to $2,236 million in Q2 2025, leading to a significant operating loss of $2,272 million, primarily due to a $2.4 billion non-cash impairment charge, while Adjusted OIBDA also declined 18% to $232 million Consolidated Financial Performance (amounts in millions) | Metric (amounts in millions) | 2Q24 | 2Q25 | % Change | % Change Constant Currency | | :--------------------------- | :--- | :--- | :------- | :------------------------- | | Total QVC Group Revenue | $2,407 | $2,236 | (7)% | (9)% | | Total QVC Group Operating Income (Loss) | $165 | $(2,272) | (1,477)% | (1,479)% | | Total QVC Group Adjusted OIBDA | $282 | $232 | (18)% | (19)% | - QxH incurred a **$2.4 billion non-cash impairment charge** related to goodwill and tradenames in the second quarter of 2025, which is included in operating income and excluded from Adjusted OIBDA[6](index=6&type=chunk) [QxH Segment Performance](index=4&type=section&id=QxH_Segment_Performance) QxH revenue declined 11% to $1,391 million, primarily due to a 13% decrease in units shipped and lower shipping and handling revenue, despite a 1% increase in average selling price, resulting in a substantial operating loss of $2,334 million mainly driven by a $2.4 billion non-cash impairment charge, and Adjusted OIBDA decreased 23% to $150 million, impacted by higher fulfillment costs and sales deleverage QxH Segment Performance (amounts in millions) | Metric (amounts in millions) | 2Q24 | 2Q25 | % Change | | :--------------------------- | :--- | :--- | :------- | | QxH Revenue | $1,558 | $1,391 | (11)% | | QxH Operating Income (Loss) | $106 | $(2,334) | NM | | QxH Adjusted OIBDA | $194 | $150 | (23)% | - Revenue declined primarily due to a **13% decrease in units shipped** and lower shipping and handling revenue, partially offset by favorable returns and a **1% increase in average selling price**[9](index=9&type=chunk) - Operating loss was primarily driven by a **$2.4 billion non-cash impairment charge** related to goodwill and tradenames[9](index=9&type=chunk) - Adjusted OIBDA margin decreased mainly due to higher fulfillment costs (driven by higher freight rates and labor costs) and sales deleverage, partially offset by higher product margins and favorable commission rates[10](index=10&type=chunk) [QVC International Segment Performance](index=4&type=section&id=QVC_International_Segment_Performance) QVC International's revenue increased 3% in US Dollars to $593 million but decreased 3% in constant currency, with US Dollar results favorably impacted by exchange rate fluctuations, while operating income increased 9% to $62 million, partly due to lower restructuring charges in the prior year, and Adjusted OIBDA decreased 3% (8% in constant currency) to $75 million, affected by sales deleverage and fulfillment pressure QVC International Segment Performance (amounts in millions) | Metric (amounts in millions) | 2Q24 | 2Q25 | % Change (USD) | % Change (Constant Currency) | | :--------------------------- | :--- | :--- | :------------- | :--------------------------- | | QVC International Revenue | $576 | $593 | 3% | (3)% | | QVC International Operating Income | $57 | $62 | 9% | 2% | | QVC International Adjusted OIBDA | $77 | $75 | (3)% | (8)% | - US Dollar denominated results were favorably impacted by exchange rate fluctuations due to the US Dollar weakening **6% against the British pound**, **5% against the Euro**, and **8% against the Japanese Yen**[11](index=11&type=chunk) - Constant currency revenue declined due to a **3% decrease in units shipped** and a **2% decrease in average selling price**, partially offset by a favorable returns rate[12](index=12&type=chunk) - Operating income increased mainly due to **$8 million of restructuring charges** in the second quarter of 2024 related to a plan to shift QVC International's information technology operating model[13](index=13&type=chunk) [Cornerstone Segment Performance](index=6&type=section&id=Cornerstone_Segment_Performance) Cornerstone revenue decreased 8% to $252 million, primarily due to continued softness in interior furniture, outdoor furniture, and decor within the home sector, with operating income margin remaining flat while Adjusted OIBDA margin decreased due to sales deleverage and higher administrative costs related to a transformation plan Cornerstone Segment Performance (amounts in millions) | Metric (amounts in millions) | 2Q24 | 2Q25 | % Change | | :--------------------------- | :--- | :--- | :------- | | Cornerstone Revenue | $273 | $252 | (8)% | | Cornerstone Operating Income (Loss) | $11 | $10 | (9)% | | Cornerstone Adjusted OIBDA | $19 | $17 | (11)% | - Revenue decreased **8%** due to continued softness in interior furniture, outdoor furniture, and decor in the home sector[15](index=15&type=chunk) - Adjusted OIBDA margin decreased primarily due to sales deleverage and higher administrative costs related to the previously announced transformation plan, partially offset by higher product margins and lower fulfillment and supply chain costs[16](index=16&type=chunk) [SECOND QUARTER 2025 SUPPLEMENTAL METRICS](index=6&type=section&id=SECOND_QUARTER_2025_SUPPLEMENTAL_METRICS) [QxH Supplemental Metrics](index=6&type=section&id=QxH_Supplemental_Metrics) QxH's Adjusted OIBDA Margin decreased by 170 bps to 10.8%, while its Operating Income Margin significantly dropped to (167.8)% due to the impairment charge, with Units Sold decreasing by 13% but Average Selling Price increasing by 1%, and eCommerce revenue declining 8% though its percentage of total revenue increased to 64.5% QxH Supplemental Metrics | Metric | 2Q24 | 2Q25 | Change | | :-------------------------- | :----- | :----- | :------- | | Cost of Goods Sold % of Revenue | 64.6 % | 64.7 % | 10 bps | | Operating Income Margin (%) | 6.8 % | (167.8)% | (17,460)bps | | Adjusted OIBDA Margin (%) | 12.5 % | 10.8 % | (170)bps | | Average Selling Price | $52.51 | $52.83 | 1 % | | Units Sold | | | (13)% | | Return Rate | 15.9 % | 14.4 % | (150)bps | | eCommerce Revenue (millions) | $980 | $897 | (8) % | | eCommerce % of Total Revenue | 62.9 % | 64.5 % | 160 bps | | Mobile % of eCommerce Revenue | 70.6 % | 71.6 % | 100 bps | | LTM Total Customers (millions) | 7.9 | 7.2 | (9)% | [QVC International Supplemental Metrics](index=6&type=section&id=QVC_International_Supplemental_Metrics) QVC International's Adjusted OIBDA Margin decreased by 80 bps to 12.6%, while its Operating Income Margin improved by 60 bps to 10.5%, with Units Sold decreasing by 3% and Average Selling Price decreasing by 2% in constant currency, and eCommerce revenue increasing 5% (USD) but decreasing 1% (constant currency), representing 53.3% of total revenue QVC International Supplemental Metrics | Metric | 2Q24 | 2Q25 | Change (USD) | Change (Constant Currency) | | :-------------------------- | :----- | :----- | :----------- | :------------------------- | | Cost of Goods Sold % of Revenue | 63.7 % | 64.2 % | 50 bps | | | Operating Income Margin (%) | 9.9 % | 10.5 % | 60 bps | | | Adjusted OIBDA Margin (%) | 13.4 % | 12.6 % | (80)bps | | | Average Selling Price | | | 4 % | (2)% | | Units Sold | | | (3)% | | | Return Rate | 20.4 % | 18.6 % | (180)bps | | | eCommerce Revenue (millions) | $300 | $316 | 5 % | (1)% | | eCommerce % of Total Revenue | 52.1 % | 53.3 % | 120 bps | | | Mobile % of eCommerce Revenue | 76.1 % | 77.4 % | 130 bps | | | LTM Total Customers (millions) | 4.1 | 3.9 | (5)% | | [Cornerstone Supplemental Metrics](index=6&type=section&id=Cornerstone_Supplemental_Metrics) Cornerstone's Adjusted OIBDA Margin decreased by 30 bps to 6.7%, while its Operating Income Margin remained flat at 4.0%, with Cost of Goods Sold as a percentage of revenue improving by 190 bps to 56.0%, and eCommerce revenue decreasing 7% but its share of total revenue increasing to 76.6% Cornerstone Supplemental Metrics | Metric | 2Q24 | 2Q25 | Change | | :-------------------------- | :----- | :----- | :------- | | Cost of Goods Sold % of Revenue | 57.9 % | 56.0 % | (190)bps | | Operating Income Margin (%) | 4.0 % | 4.0 % | 0 bps | | Adjusted OIBDA Margin (%) | 7.0 % | 6.7 % | (30)bps | | eCommerce Revenue (millions) | $207 | $193 | (7)% | | eCommerce % of Total Revenue | 75.8 % | 76.6 % | 80 bps | [Cash and Debt](index=8&type=section&id=Cash_and_Debt) [Cash and Debt Overview](index=8&type=section&id=Cash_and_Debt_Overview) QVC Group's cash and cash equivalents increased by $64 million to $897 million as of June 30, 2025, driven by cash provided by operations and net borrowings, while total debt increased by $74 million to $5,640 million, primarily due to additional borrowing under QVC's bank credit facility Cash and Debt Overview (amounts in millions) | Metric (amounts in millions) | 3/31/2025 | 6/30/2025 | | :--------------------------- | :-------- | :-------- | | Cash and cash equivalents | $833 | $897 | | Total QVC Group Debt | $5,566 | $5,640 | | Total QVC Group Debt (GAAP) | $5,000 | $4,920 | - Cash at QVC Group increased **$64 million** in the second quarter due to cash provided by operations and net borrowings, partially offset by expenditures for television distribution rights and capital expenditures[22](index=22&type=chunk) - Total debt at QVC Group increased **$74 million** in the second quarter primarily due to additional borrowing under QVC's bank credit facility[22](index=22&type=chunk) [Debt Covenants and Leverage](index=8&type=section&id=Debt_Covenants_and_Leverage) As of June 30, 2025, QVC's bank credit facility had $1.93 billion drawn with $1.2 billion incremental availability, with an additional $975 million borrowed in July 2025, reducing availability to approximately $200 million, and Cornerstone was removed as a borrower on April 1, 2025, while QVC, Inc.'s leverage ratio was 3.9x, and the consolidated leverage ratio exceeding 3.5x restricts unlimited dividends, though QVC Group remains in compliance with all debt covenants - QVC's bank credit facility had **$1.93 billion drawn** as of June 30, 2025, with incremental availability of **$1.2 billion**, net of letters of credit[23](index=23&type=chunk) - In July 2025, QVC borrowed **$975 million** under its bank credit facility, reducing availability to approximately **$200 million** as of August 1, 2025[23](index=23&type=chunk) - On April 1, 2025, Cornerstone was removed as a borrower under QVC's credit agreement and is no longer included in calculations of QVC, Inc.'s leverage[23](index=23&type=chunk) - QVC, Inc.'s leverage ratio was **3.9x** at quarter-end. As of June 30, 2025, QVC's consolidated leverage ratio was greater than **3.5x**, restricting its ability to make unlimited dividends or other restricted payments[23](index=23&type=chunk)[24](index=24&type=chunk) - QVC Group is in compliance with all debt covenants as of June 30, 2025, and following the borrowing in July 2025[27](index=27&type=chunk) [NON-GAAP FINANCIAL MEASURES](index=10&type=section&id=NON-GAAP_FINANCIAL_MEASURES) [Adjusted OIBDA Definition and Rationale](index=10&type=section&id=Adjusted_OIBDA_Definition_and_Rationale) Adjusted OIBDA is a non-GAAP financial measure defined as operating income (loss) plus depreciation and amortization, stock-based compensation, and other specific non-recurring items, serving as an important indicator of operational strength and performance by excluding items not directly reflective of ongoing business trends, facilitating analytical comparisons and benchmarking - Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, and, where applicable, separately identified impairments, litigation settlements, restructuring, acquisition-related costs, and (gains) losses on sale leaseback transactions[30](index=30&type=chunk) - It is considered an important indicator of operational strength and performance by identifying items not directly a reflection of each business's performance or indicative of ongoing business trends[31](index=31&type=chunk)[32](index=32&type=chunk) - This measure allows management to view operating results, perform analytical comparisons and benchmarking between businesses, and identify strategies to improve performance[32](index=32&type=chunk) [Constant Currency Definition and Rationale](index=12&type=section&id=Constant_Currency_Definition_and_Rationale) Constant currency financial metrics are non-GAAP measures calculated by translating current and prior-year reported amounts using a single foreign exchange rate for each currency, providing a framework to assess business performance by excluding the effects of foreign currency exchange fluctuations, which is particularly relevant for QVC due to its international subsidiaries - Constant currency financial metrics are calculated by translating the current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency[33](index=33&type=chunk) - This measure is an important indicator of financial performance, especially for QVC, due to the translational impact of foreign currency fluctuations relating to its subsidiaries in the UK, Germany, Italy, and Japan[34](index=34&type=chunk) - It provides a framework to assess how businesses performed excluding the effects of foreign currency exchange fluctuations[34](index=34&type=chunk) [Financial Reconciliations](index=13&type=section&id=Financial_Reconciliations) [Consolidated Operating Income and Adjusted OIBDA Reconciliation](index=13&type=section&id=Consolidated_Operating_Income_and_Adjusted_OIBDA_Reconciliation) This section provides a reconciliation of QVC Group's GAAP operating income (loss) to its Adjusted OIBDA for the past five quarters, detailing adjustments for depreciation and amortization, stock compensation expense, impairment of intangible assets, and restructuring costs Consolidated Operating Income and Adjusted OIBDA Reconciliation (amounts in millions) | (amounts in millions) | 2Q24 | 3Q24 | 4Q24 | 1Q25 | 2Q25 | | :-------------------- | :--- | :--- | :--- | :--- | :--- | | QVC Group Operating Income (Loss) | $165 | $152 | $(1,271) | $14 | $(2,272) | | Depreciation and amortization | 96 | 95 | 93 | 102 | 105 | | Stock compensation expense | 3 | 3 | 10 | 4 | 4 | | Impairment of intangible assets | — | — | 1,480 | — | 2,395 | | Restructuring costs | 18 | — | — | 57 | — | | QVC Group Adjusted OIBDA | $282 | $250 | $312 | $177 | $232 | - The reconciliation highlights significant non-cash impairment charges related to goodwill and tradenames recognized at QxH: **$1.5 billion in 4Q24** and **$2.4 billion in 2Q25**[37](index=37&type=chunk) [Subsidiary Adjusted OIBDA Reconciliation](index=14&type=section&id=Subsidiary_Adjusted_OIBDA_Reconciliation) This table reconciles operating income (loss) to Adjusted OIBDA for QVC and Cornerstone, and also presents Adjusted OIBDA for QxH and QVC International, across the past five quarters, providing a detailed view of segment-level performance adjustments Subsidiary Adjusted OIBDA Reconciliation (amounts in millions) | (amounts in millions) | 2Q24 | 3Q24 | 4Q24 | 1Q25 | 2Q25 | | :-------------------- | :--- | :--- | :--- | :--- | :--- | | **QVC** | | | | | | | Operating income (loss) | $163 | $164 | $(1,254) | $29 | $(2,272) | | Depreciation and amortization | 88 | 87 | 84 | 95 | 98 | | Stock compensation | 2 | 1 | 5 | 4 | 4 | | Impairment of intangible assets | — | — | 1,480 | — | 2,395 | | Restructuring costs | 18 | — | — | 57 | — | | Adjusted OIBDA | $271 | $252 | $315 | $185 | $225 | | **QxH Adjusted OIBDA** | $194 | $182 | $204 | $122 | $150 | | **QVC International Adjusted OIBDA** | $77 | $70 | $111 | $63 | $75 | | **Cornerstone** | | | | | | | Operating income (loss) | $11 | $(2) | $(4) | $(11) | $10 | | Depreciation and amortization | 8 | 8 | 9 | 7 | 7 | | Stock compensation | — | — | — | — | — | | Adjusted OIBDA | $19 | $6 | $5 | $(4) | $17 | [Condensed Consolidated Financial Statements](index=15&type=section&id=Condensed_Consolidated_Financial_Statements) [Balance Sheet Information](index=15&type=section&id=Balance_Sheet_Information) As of June 30, 2025, QVC Group reported total assets of $6,699 million, a decrease from $9,243 million at December 31, 2024, primarily due to a significant reduction in intangible assets not subject to amortization, while total liabilities also decreased to $9,587 million from $10,128 million, and equity remained negative Balance Sheet Information (amounts in millions) | (amounts in millions) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $897 | $905 | | Total current assets | $3,101 | $3,299 | | Intangible assets not subject to amortization | $2,020 | $4,337 | | Total assets | $6,699 | $9,243 | | Total current liabilities | $1,638 | $2,724 | | Long-term debt | $4,834 | $4,101 | | Total liabilities | $9,587 | $10,128 | | Equity | $(2,980) | $(971) | [Statement of Operations Information](index=16&type=section&id=Statement_of_Operations_Information) For the three months ended June 30, 2025, QVC Group's total revenue was $2,236 million, down from $2,407 million in the prior year, and the company incurred a net loss of $2,209 million, a significant decline from net earnings of $32 million in 2Q24, primarily due to a $2,395 million impairment of goodwill and intangible assets Statement of Operations Information (amounts in millions) | (amounts in millions) | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Total revenue, net | $2,236 | $2,407 | | Cost of goods sold | $1,422 | $1,532 | | Operating expense | $164 | $178 | | Selling, general and administrative | $422 | $418 | | Depreciation and amortization | $105 | $96 | | Impairment of goodwill and intangible assets | $2,395 | — | | Operating income (loss) | $(2,272) | $165 | | Net earnings (loss) | $(2,209) | $32 | | Net earnings (loss) attributable to QVC Group, Inc. shareholders | $(2,222) | $20 | [Statement of Cash Flows Information](index=17&type=section&id=Statement_of_Cash_Flows_Information) For the six months ended June 30, 2025, net cash provided by operating activities was $26 million, a decrease from $293 million in the prior year, while net cash used by investing activities increased to $167 million, and net cash provided by financing activities was $118 million, a reversal from $85 million used in the prior year Statement of Cash Flows Information (amounts in millions) | (amounts in millions) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net earnings (loss) | $(2,300) | $40 | | Net cash provided (used) by operating activities | $26 | $293 | | Net cash provided (used) by investing activities | $(167) | $(98) | | Net cash provided (used) by financing activities | $118 | $(85) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $4 | $89 | | Cash, cash equivalents and restricted cash at end period | $927 | $1,225 | [Important Notice and Disclosures](index=10&type=section&id=Important_Notice_and_Disclosures) [Earnings Conference Call](index=10&type=section&id=Earnings_Conference_Call) QVC Group announced details for its earnings conference call scheduled for 8:30 a.m. (E.T.) on August 7, 2025, providing dial-in information and webcast access for interested parties - QVC Group's earnings conference call was scheduled for **8:30 a.m. (E.T.) on August 7, 2025**[28](index=28&type=chunk) - The call can be accessed by dialing **(877) 704-4234** or **(215) 268-9904**, passcode **13748878**, or via webcast at https://investors.qvcgrp.com/investors/news-events/ir-calendar[28](index=28&type=chunk) [Forward-Looking Statements Disclaimer](index=10&type=section&id=Forward_Looking_Statements_Disclaimer) The press release includes forward-looking statements regarding business strategies, market potential, and future financial performance, which involve numerous risks and uncertainties that could cause actual results to differ materially, and QVC Group disclaims any obligation to update these statements and advises readers to refer to publicly filed documents for additional risk information - The press release includes forward-looking statements about business strategies, market potential, future financial performance, and other non-historical facts[29](index=29&type=chunk) - These statements involve many risks and uncertainties, including changes in market acceptance, competitive issues, regulatory matters, access to capital, general market conditions, impairment losses, and issues impacting the global supply chain and labor market[29](index=29&type=chunk) - QVC Group expressly disclaims any obligation to disseminate any updates or revisions to any forward-looking statement and refers readers to its most recent Forms 10-K and 10-Q for additional information about risks and uncertainties[29](index=29&type=chunk)

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements.](index=3&type=section&id=Item%201.%20Financial%20Statements.) This section presents the company's condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive earnings, cash flows, and equity, along with detailed explanatory notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased significantly due to goodwill and tradename impairments, while total liabilities also declined, and total equity remained negative | Metric | Dec 31, 2024 (millions) | Jun 30, 2025 (millions) | Change (millions) | | :----- | :---------------------- | :---------------------- | :---------------- | | Total Assets | $9,243 | $6,699 | $(2,544) | | Goodwill | $2,217 | $830 | $(1,387) | | Tradenames | $2,120 | $1,190 | $(930) | | Total Liabilities | $10,128 | $9,587 | $(541) | | Total Equity | $(885) | $(2,888) | $(2,003) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a substantial net loss for the six months ended June 30, 2025, primarily due to significant impairment charges and a decline in total revenue | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Total Revenue, net | $2,236 | $2,407 | $4,341 | $4,749 | | Operating Income (Loss) | $(2,272) | $165 | $(2,258) | $310 | | Impairment of goodwill and intangible assets | $2,395 | $0 | $2,395 | $0 | | Net Earnings (Loss) | $(2,209) | $32 | $(2,300) | $40 | | Basic EPS | $(275.46) | $2.57 | $(289.11) | $2.38 | [Condensed Consolidated Statements of Comprehensive Earnings (Loss)](index=6&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Earnings%20(Loss)) The company experienced a significant comprehensive loss for both the three and six months ended June 30, 2025, a notable deterioration from the prior year | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net Earnings (Loss) | $(2,209) | $32 | $(2,300) | $40 | | Foreign currency translation adjustments | $90 | $(29) | $140 | $(73) | | Credit risk on fair value debt instruments gains (loss) | $134 | $70 | $176 | $(29) | | Other comprehensive earnings (loss) | $224 | $41 | $316 | $(102) | | Comprehensive earnings (loss) | $(1,985) | $73 | $(1,984) | $(62) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased substantially, while investing activities used more cash, and financing activities shifted to a net cash inflow due to debt borrowings | Metric | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | Change (millions) | | :----- | :------------------------------------- | :------------------------------------- | :---------------- | | Net cash provided (used) by operating activities | $26 | $293 | $(267) | | Net cash provided (used) by investing activities | $(167) | $(98) | $(69) | | Net cash provided (used) by financing activities | $118 | $(85) | $203 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $4 | $89 | $(85) | | Cash, cash equivalents and restricted cash at end of period | $927 | $1,225 | $(298) | - Primary uses of cash for the six months ended June 30, 2025, included expenditures for **television distribution rights ($88 million)** and **capital expenditures ($72 million)**, with the primary source being **net debt borrowings of $143 million**[184](index=184&type=chunk) [Condensed Consolidated Statements of Equity](index=9&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Equity) Total equity attributable to QVC Group shareholders significantly declined due to a substantial net loss for the period | Metric | Jan 1, 2025 (millions) | Jun 30, 2025 (millions) | Change (millions) | | :----- | :--------------------- | :--------------------- | :---------------- | | Total Equity | $(885) | $(2,888) | $(2,003) | | Retained earnings (accumulated deficit) | $(1,094) | $(3,416) | $(2,322) | | Accumulated other comprehensive earnings (loss) | $(15) | $295 | $310 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=QVC%20GROUP%2C%20INC.%20AND%20SUBSIDIARIES%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, significant transactions, and financial position, including basis of presentation, stock-based compensation, earnings per share, fair value measurements, intangible assets, long-term debt, preferred stock, related party transactions, commitments, contingencies, and operating segments [(1) Basis of Presentation](index=11&type=section&id=(1)%20Basis%20of%20Presentation) QVC Group, engaged in video and online commerce, is transitioning general and administrative services and completed a 1-for-50 reverse stock split - QVC Group is transitioning general and administrative services from LMC to QVC management, with most officers stepping down effective March 31, 2025, and QVC management assuming these roles from April 1, 2025[39](index=39&type=chunk)[142](index=142&type=chunk) - A **1-for-50 reverse stock split** for Series A and Series B common stock was effected on May 22, 2025, with all per-share information retroactively adjusted, and QVCGB began trading on the OTCQB Venture Market on May 28, 2025[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - **Restricted cash of $30 million** as of June 30, 2025, primarily covers workers' compensation obligations and potential counterparty disputes[44](index=44&type=chunk)[181](index=181&type=chunk) [(2) Stock-Based Compensation](index=15&type=section&id=(2)%20Stock-Based%20Compensation) Stock-based compensation expense decreased due to lower probability of performance objective satisfaction and changes in stock price, with proportionate adjustments from the reverse stock split | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Stock-based compensation expense | $4 | $3 | $8 | $19 | - The decrease in stock-based compensation for the six months ended June 30, 2025, was primarily due to a decline in the probability of satisfying performance objectives and changes in the market price of QVC Group's Series A common stock[162](index=162&type=chunk)[210](index=210&type=chunk) - As of June 30, 2025, total unrecognized compensation cost related to unvested awards was approximately **$34 million**, to be recognized over a weighted average period of **2.0 years**[61](index=61&type=chunk)[162](index=162&type=chunk) [(3) Earnings (Loss) Per Common Share](index=18&type=section&id=(3)%20Earnings%20(Loss)%20Per%20Common%20Share) Basic and diluted EPS reflected a significant loss for the six months ended June 30, 2025, with potentially dilutive shares excluded due to antidilutive effects | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Basic EPS | $(275.46) | $2.57 | $(289.11) | $2.38 | | Diluted EPS | $(275.46) | $2.57 | $(289.11) | $2.38 | | Basic WASO (thousands) | 8,068 | 7,915 | 8,032 | 7,875 | | Diluted WASO (thousands) | 8,068 | 7,938 | 8,040 | 7,897 | - Potentially dilutive shares were excluded from diluted EPS calculations for periods reporting losses, as their inclusion would be antidilutive[63](index=63&type=chunk)[64](index=64&type=chunk) [(4) Assets and Liabilities Measured at Fair Value](index=18&type=section&id=(4)%20Assets%20and%20Liabilities%20Measured%20at%20Fair%20Value) The company measures certain assets and liabilities at fair value, with realized and unrealized losses on financial instruments increasing for the six months ended June 30, 2025 | Metric | Jun 30, 2025 (millions) | Dec 31, 2024 (millions) | | :----- | :---------------------- | :---------------------- | | Cash equivalents (Level 1) | $628 | $652 | | Debt (Level 2) | $86 | $282 | | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Realized and unrealized gains (losses) on financial instruments, net | $(21) | $(10) | $(36) | $(17) | | - Equity securities | $(1) | $0 | $(1) | $(2) | | - Exchangeable senior debentures | $(20) | $(10) | $(35) | $(15) | - The change in fair value of exchangeable senior debentures attributable to instrument-specific credit risk resulted in a **gain of $176 million** for the three months and **$229 million** for the six months ended June 30, 2025[70](index=70&type=chunk) [(5) Intangible Assets](index=20&type=section&id=(5)%20Intangible%20Assets) QVC Group recorded a significant **$2,395 million impairment** of goodwill and intangible assets for the QxH reporting unit, driven by financial performance and macroeconomic conditions | Segment | Goodwill Balance Jan 1, 2025 (millions) | Impairment (millions) | Goodwill Balance Jun 30, 2025 (millions) | | :------ | :------------------------------------ | :-------------------- | :------------------------------------ | | QxH | $1,465 | $(1,465) | $0 | | QVC Int'l | $740 | $0 | $818 | | CBI | $12 | $0 | $12 | | Total | $2,217 | $(1,465) | $830 | - A **$930 million impairment** was recorded for the QVC and HSN tradenames, and a **$1,465 million goodwill impairment** for the QxH reporting unit, totaling **$2,395 million** for the six months ended June 30, 2025[74](index=74&type=chunk)[207](index=207&type=chunk)[219](index=219&type=chunk) - The impairments were triggered by recent financial performance, macroeconomic conditions, declines in the Company's stock price, and credit rating downgrades[74](index=74&type=chunk)[219](index=219&type=chunk) - As of June 30, 2025, the estimated fair value of the QxH reporting unit did not significantly exceed its carrying value, and accumulated goodwill impairment losses for QxH totaled **$5,228 million**[75](index=75&type=chunk) [(6) Long-Term Debt](index=21&type=section&id=(6)%20Long-Term%20Debt) Total consolidated debt slightly decreased, QVC repaid its 2025 Senior Secured Notes, and its leverage ratio restricts certain dividend payments | Debt Type | Principal Outstanding Jun 30, 2025 (millions) | Carrying Value Jun 30, 2025 (millions) | Carrying Value Dec 31, 2024 (millions) | | :-------- | :-------------------------------------------- | :------------------------------------- | :------------------------------------- | | Corporate level debentures | $1,569 | $875 | $1,071 | | Subsidiary level notes and facilities | $4,071 | $4,071 | $3,926 | | Total consolidated QVC Group debt | $5,640 | $4,920 | $4,968 | | Less current classification | | $(86) | $(867) | | Total long-term debt | | $4,834 | $4,101 | - QVC repaid its **4.45% Senior Secured Notes due 2025** at maturity using its Credit Facility and cash on hand[79](index=79&type=chunk) - As of June 30, 2025, QVC's consolidated leverage ratio was **greater than 3.5 to 1.0**, restricting unlimited dividends or restricted payments under senior secured notes, but still permitting dividends for parent entity debt service and intercompany tax sharing[80](index=80&type=chunk)[179](index=179&type=chunk)[257](index=257&type=chunk) - Availability under the Fifth Amended and Restated Credit Agreement was **$1,196 million** at June 30, 2025, but decreased to approximately **$200 million** by August 1, 2025, after a **$975 million borrowing** in July 2025[92](index=92&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [(7) Preferred Stock](index=25&type=section&id=(7)%20Preferred%20Stock) The Board of Directors suspended quarterly cash dividend payments on the Preferred Stock, resulting in arrears and an increased dividend rate - The Board of Directors suspended quarterly cash dividend payments on the Preferred Stock, effective June 16, 2025[100](index=100&type=chunk) | Metric | Value | | :----- | :---- | | Shares outstanding (Jun 30, 2025) | 12,723,158 | | Preferred dividends in arrears (Jun 30, 2025) | $25 million | | Per share preferred dividends in arrears (Jun 30, 2025) | $2.00 | | Dividend rate (after suspension) | 9.5% (increased from 8.0%) | | Fair value of Preferred Stock (Jun 30, 2025) | $87 million | - The Preferred Stock is subject to mandatory redemption on March 15, 2031, at the liquidation price plus unpaid dividends, and is classified as a liability[102](index=102&type=chunk)[105](index=105&type=chunk) [(8) Related Party Transactions with Officers and Directors](index=29&type=section&id=(8)%20Related%20Party%20Transactions%20with%20Officers%20and%20Directors) QVC Group entered into a new employment agreement with President and CEO David Rawlinson II, outlining his compensation package through December 31, 2027 - New employment agreement for President and CEO David Rawlinson II (effective Feb 27, 2025, through Dec 31, 2027)[108](index=108&type=chunk) | Compensation Component | Value | | :--------------------- | :---- | | Annual Base Salary | $1.75 million | | Annual Target Cash Bonus | 200% of base salary | | Annual Maximum Cash Bonus | 300% of base salary | | Retention Bonus | $2.25 million | | RSU Grant (QVCGA GDFV) | $6 million | | Long-term Performance Cash Award (target) | $15 million | [(9) Commitments and Contingencies](index=29&type=section&id=(9)%20Commitments%20and%20Contingencies) The company faces an ongoing criminal investigation related to HSN's clothing steamer matter and incurred significant restructuring costs from its "WIN strategy" implementation - HSN is subject to an ongoing criminal investigation by the U.S. Attorney for the Central District of California regarding a clothing steamer matter, following a **$16 million civil penalty settlement** with the CPSC in October 2023[110](index=110&type=chunk)[228](index=228&type=chunk)[253](index=253&type=chunk) - QVC announced the **"WIN strategy"** on November 14, 2024, focusing on enhancing customer interactions across platforms, engaging content experiences, and leveraging technology for streamlined operations[112](index=112&type=chunk)[115](index=115&type=chunk)[149](index=149&type=chunk) - As part of the WIN strategy, QVC consolidated QVC and HSN operations at West Chester, PA, closing the St. Petersburg, FL campus, resulting in **$29 million incremental depreciation** and **$57 million in restructuring costs** for the six months ended June 30, 2025[116](index=116&type=chunk)[150](index=150&type=chunk)[208](index=208&type=chunk)[211](index=211&type=chunk) [(10) Information About QVC Group's Operating Segments](index=31&type=section&id=(10)%20Information%20About%20QVC%20Group's%20Operating%20Segments) QVC Group operates through three reportable segments, with total net revenue of $4,341 million for the six months ended June 30, 2025 - QVC Group's reportable segments are **QxH** (QVC U.S. and HSN), **QVC International**, and **CBI** (Cornerstone Brands)[121](index=121&type=chunk)[127](index=127&type=chunk) | Segment | 3 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2025 (millions) | | :------ | :------------------------------------- | :------------------------------------- | | QxH Net Revenue | $1,391 | $2,759 | | QVC International Net Revenue | $593 | $1,130 | | CBI Net Revenue | $252 | $452 | | Total Net Revenue | $2,236 | $4,341 | | Segment | 3 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2025 (millions) | | :------ | :------------------------------------- | :------------------------------------- | | QxH Adjusted OIBDA | $150 | $272 | | QVC International Adjusted OIBDA | $75 | $138 | | CBI Adjusted OIBDA | $17 | $13 | | Corporate and other Adjusted OIBDA | $(10) | $(14) | | Total Adjusted OIBDA | $232 | $409 | - Adjusted OIBDA is a non-GAAP measure used by management to evaluate operational strength, excluding depreciation, amortization, stock-based compensation, impairments, and restructuring costs[120](index=120&type=chunk)[166](index=166&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and future outlook, covering forward-looking statements, strategic overview, market trends, and detailed results of operations for consolidated and business segments, along with critical accounting estimates [Cautionary Note Regarding Forward-Looking Statements](index=37&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to various risks and uncertainties, including customer demand, competition, economic conditions, interest rates, foreign currency fluctuations, and the impact of tariffs and intangible asset impairments - Forward-looking statements are subject to risks including customer demand, competition, economic conditions, interest rates, foreign currency exchange rates, and the impact of tariffs[136](index=136&type=chunk) - Key risk factors also include the carrying value of intangible assets, projected cash flows, debt repayment, and contingent liabilities[136](index=136&type=chunk) [Overview](index=39&type=section&id=Overview) QVC Group operates in video and online commerce, undergoing strategic changes to become a live social shopping company, including a management transition and a 1-for-50 reverse stock split - QVC Group's main businesses are **QxH**, **QVC International**, and **Cornerstone Brands (CBI)**, operating in video and online commerce[140](index=140&type=chunk) - The company is transitioning general and administrative services from LMC to QVC management as part of its strategy to expand into a live social shopping company[142](index=142&type=chunk) - A **1-for-50 reverse stock split** for Series A and Series B common stock was effected on May 22, 2025, and QVCGB began quotation on the OTCQB Venture Market on May 28, 2025[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) [Strategies](index=41&type=section&id=Strategies) QVC's "WIN strategy" aims for growth through enhanced customer interactions, engaging content, and streamlined operations, involving consolidation, campus closure, and team reorganization, leading to significant costs - QVC's **"WIN strategy"** focuses on three priorities: 'Wherever She Shops' (diverse platforms), 'Inspiring People & Products' (engaging content), and 'New Ways of Working' (technology and process enhancements)[149](index=149&type=chunk) - Strategic changes include consolidating QVC and HSN operations in West Chester, PA, closing the St. Petersburg, FL campus, and reorganizing teams, resulting in **$29 million incremental depreciation** and **$57 million restructuring costs** for the six months ended June 30, 2025[150](index=150&type=chunk) - The company changed its name to QVC Group, Inc. on February 21, 2025, to leverage its brand equity and support its live social shopping growth strategy[152](index=152&type=chunk)[153](index=153&type=chunk) [Trends](index=43&type=section&id=Trends) Future revenue depends on digital growth and customer acquisition, while economic uncertainty, inflation, and tariffs adversely affect demand and costs, indicating potential for future intangible asset impairment charges - Future net revenue depends on digital platform growth, customer retention, and new customer acquisition, influenced by TV distribution, channel positioning, product sourcing, and general economic conditions[154](index=154&type=chunk) - Economic uncertainty, inflationary pressures (higher wages, merchandise costs), and tariffs are adversely affecting demand and increasing costs, leading to price adjustments and inventory reviews[155](index=155&type=chunk)[156](index=156&type=chunk) - Due to goodwill and tradename impairments, the fair values of these intangible assets for the QxH reporting unit do not significantly exceed their carrying value, indicating a risk of future material impairment charges[157](index=157&type=chunk) [Results of Operations—Consolidated](index=45&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) Consolidated revenue decreased, operating income shifted to a significant loss due to impairment charges, and Adjusted OIBDA also declined, resulting in a substantial net loss for the six months ended June 30, 2025 | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Consolidated QVC Group Revenue | $2,236 | $2,407 | $4,341 | $4,749 | | Consolidated QVC Group Operating Income (Loss) | $(2,272) | $165 | $(2,258) | $310 | | Consolidated QVC Group Adjusted OIBDA | $232 | $282 | $409 | $541 | | Net Earnings (Loss) | $(2,209) | $32 | $(2,300) | $40 | - The significant decrease in operating income and net earnings was primarily driven by a **$2,395 million impairment** of goodwill and tradenames recorded during the period[163](index=163&type=chunk)[165](index=165&type=chunk) - Interest expense decreased due to lower outstanding debt at QVC, but increased at the corporate level due to additional interest expense related to the non-payment of Preferred Stock dividends[170](index=170&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **9%**, primarily impacted by the non-deductible goodwill impairment[173](index=173&type=chunk) [Results of Operations—Businesses](index=54&type=section&id=Results%20of%20Operations%E2%80%94Businesses) This section details the financial performance of QVC Group's individual business segments, including QVC (QxH and QVC International) and Cornerstone Brands (CBI), highlighting revenue, operating income, and Adjusted OIBDA trends [QVC](index=54&type=section&id=QVC) QVC's consolidated net revenue decreased due to lower units shipped and average selling price, leading to a significant operating loss driven by impairment charges and increased cost of goods sold | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net revenue | $1,984 | $2,134 | $3,889 | $4,245 | | Adjusted OIBDA | $225 | $271 | $410 | $531 | | Operating income (loss) | $(2,272) | $163 | $(2,243) | $320 | - Consolidated net revenue decreased by **8.4%** for the six months ended June 30, 2025, primarily due to an **8.6% decrease in units shipped** and a **1% decrease in average selling price**, partially offset by a **$115 million decrease in estimated product returns**[195](index=195&type=chunk) - QxH's net revenue declined by **10.9%** for the six months ended June 30, 2025, with shipped sales declines in all product categories, while QVC International's constant currency net revenue declined by **3.4%** due to decreased units shipped in Japan and Germany and a **2% decrease in ASP**[198](index=198&type=chunk)[201](index=201&type=chunk) - Cost of goods sold as a percentage of net revenue increased to **65.6%** for the six months ended June 30, 2025, due to higher warehouse and freight costs and unfavorable product mix at QxH[202](index=202&type=chunk) - Selling, general, and administrative expenses decreased due to lower personnel costs from workforce reductions and team reorganizations related to the WIN strategy[206](index=206&type=chunk) [CBI](index=60&type=section&id=CBI) CBI's net revenue decreased due to lower units shipped, resulting in an operating loss, while cost of goods sold improved, but SG&A expenses increased as a percentage of revenue | Metric | 3 Months Ended Jun 30, 2025 (millions) | 3 Months Ended Jun 30, 2024 (millions) | 6 Months Ended Jun 30, 2025 (millions) | 6 Months Ended Jun 30, 2024 (millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net revenue | $252 | $273 | $452 | $504 | | Adjusted OIBDA | $17 | $19 | $13 | $25 | | Operating income (loss) | $10 | $11 | $(1) | $8 | - Net revenue decreased by **10.3%** for the six months ended June 30, 2025, primarily due to an **11.7% decrease in units shipped**, driven by softness in the home and apparel categories[212](index=212&type=chunk) - Cost of goods sold as a percentage of net revenue decreased due to higher product margins and lower freight costs[213](index=213&type=chunk) - SG&A expenses as a percentage of net revenue increased due to lower revenue and increased consulting expenses related to business transformation initiatives[215](index=215&type=chunk) [Critical Accounting Estimates](index=62&type=section&id=Critical%20Accounting%20Estimates) The company's financial statements rely on significant estimates, notably a **$2.4 billion impairment** for QxH's goodwill and tradenames due to recent financial performance and macroeconomic factors - Key estimates include fair value measurements, accounting for income taxes, and retail-related adjustments and allowances[33](index=33&type=chunk)[218](index=218&type=chunk) - A **$2.4 billion impairment** was recorded for QxH's goodwill and tradenames during the six months ended June 30, 2025, due to recent financial performance, macroeconomic conditions, stock price declines, and credit rating downgrades[219](index=219&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) QVC Group is exposed to market risks from interest rate fluctuations on its debt and investments, and foreign currency exchange rate fluctuations from its international operations, which can impact Adjusted OIBDA - Exposed to market risk from interest rate fluctuations (borrowing and investment activities) and foreign currency exchange rates (foreign subsidiaries)[221](index=221&type=chunk)[223](index=223&type=chunk) | Debt Type | Principal Amount (millions) | Weighted Average Interest Rate | | :-------- | :-------------------------- | :----------------------------- | | QVC Variable rate debt | $1,925 | 6.1% | | QVC Fixed rate debt | $2,146 | 6.2% | | Corporate and other Fixed rate debt | $1,569 | 6.1% | - A **1% change in foreign currency exchange rates** relative to the U.S. Dollar could impact QVC's reported Adjusted OIBDA by approximately **$1 million** for the three and six months ended June 30, 2025[223](index=223&type=chunk) [Item 4. Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and reports on any material changes in internal control over financial reporting [Disclosure Controls and Procedures](index=64&type=section&id=Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate reporting - Disclosure controls and procedures were **effective** as of June 30, 2025, ensuring timely and accurate reporting of information required by the Exchange Act[225](index=225&type=chunk) [Changes in Internal Control Over Financial Reporting](index=64&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) There were no material changes in the company's internal control over financial reporting during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[226](index=226&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) HSN is cooperating with an ongoing criminal investigation regarding a clothing steamer matter, following a prior civil penalty settlement, with the outcome and potential loss currently unpredictable - HSN is cooperating with a criminal investigation by the U.S. Attorney for the Central District of California concerning a clothing steamer matter[228](index=228&type=chunk) - This investigation follows a **$16 million civil penalty settlement** with the CPSC in October 2023 for allegedly failing to timely report issues with handheld clothing steamers[228](index=228&type=chunk) - The company cannot predict the scope, duration, or outcome of the investigation, nor reasonably estimate any range of loss[228](index=228&type=chunk) [Item 1A. Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from tariffs, intangible asset impairments, substantial indebtedness with restrictive covenants, government regulation, and potential conflicts of interest with Liberty Media Corporation - Businesses may be materially adversely affected by duties, tariffs, and other trade barriers, which could increase merchandise costs and negatively impact sales and results of operations[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[237](index=237&type=chunk) - Impairment of goodwill and other intangible assets, such as the **$2.4 billion charge** for the QxH reporting unit in Q2 2025, could have a material adverse effect on financial condition and results of operations, with potential for future charges[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk) - QVC's significant indebtedness (**$4,071 million secured debt** at June 30, 2025) and restrictive covenants limit its financial flexibility, ability to obtain additional financing, and capacity to pay dividends or make other restricted payments[243](index=243&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[254](index=254&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) - The company is subject to risks from adverse government regulation, claims for merchandise representations, and potential liability from product-related harm, as evidenced by the HSN clothing steamer investigation[247](index=247&type=chunk)[250](index=250&type=chunk)[253](index=253&type=chunk) - Credit rating downgrades (e.g., Fitch and Moody's downgrades in H1 2025) adversely affect market prices of debt and equity, access to capital, and borrowing costs[180](index=180&type=chunk)[258](index=258&type=chunk) - Overlapping directors with Liberty Media Corporation may lead to conflicts of interest in corporate opportunities and transactions[259](index=259&type=chunk)[260](index=260&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=77&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No repurchases of common stock or shares surrendered for withholding taxes occurred during the three months ended June 30, 2025 - No repurchases of QVCGA or QVCGB common stock were made under the share repurchase programs during the three months ended June 30, 2025[262](index=262&type=chunk) - No shares were surrendered by officers or employees for withholding taxes related to stock award vesting during the three months ended June 30, 2025[262](index=262&type=chunk) [Item 5. Other Information](index=77&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers, and the company's principal executive office changed during the fiscal quarter - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2025[263](index=263&type=chunk) - The company's principal executive office changed to **1200 Wilson Dr., West Chester, Pennsylvania 19380**, effective May 29, 2025[264](index=264&type=chunk) [Item 6. Exhibits](index=78&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including corporate amendments, employment agreements, and various certifications - Exhibits include Certificate of Amendment of Restated Certificate of Incorporation, Employment Agreement for Gregory B. Maffei, Rule 13a-14(a)/15d-14(a) Certifications, Section 1350 Certification, and Inline XBRL documents[266](index=266&type=chunk) [SIGNATURES](index=79&type=section&id=SIGNATURES) The report is duly signed by the President and Chief Executive Officer and the Chief Financial Officer and Chief Administrative Officer on August 7, 2025 - The report is signed by David Rawlinson II (President and CEO) and Bill Wafford (CFO and CAO) on August 7, 2025[270](index=270&type=chunk)

[Executive Summary & Q1 2025 Headlines](index=1&type=section&id=Executive%20Summary%20%26%20Q1%202025%20Headlines) QVC Group's Q1 2025 performance reflects a challenging market, with strategic focus on social shopping and overall revenue decline [CEO Commentary & Strategic Focus](index=1&type=section&id=CEO%20Commentary%20%26%20Strategic%20Focus) CEO David Rawlinson highlighted a challenging market backdrop due to declining linear TV viewership and tariff volatility impacting discretionary retail, with a strategic focus on social shopping - Challenging market backdrop due to declining linear television viewership and tariff volatility impacting consumer sentiment in discretionary retail[2](index=2&type=chunk) - Strategic focus on social shopping as a transformative opportunity, with a first-of-its-kind 24/7 content creation partnership with TikTok for 24/7 content creation[2](index=2&type=chunk) [Q1 2025 Key Financial Headlines](index=1&type=section&id=Q1%202025%20Key%20Financial%20Headlines) QVC Group reported a 10% revenue decrease, generated an operating income of $14 million, and saw Adjusted OIBDA decrease by 32%, with all segments experiencing revenue declines Q1 2025 Key Financial Headlines | Metric | Value (US Dollars) | Change (YoY) | | :----------------------- | :----------------- | :----------- | | QVC Group Revenue | N/A | -10% | | Operating Income | $14 million | N/A | | Adjusted OIBDA | N/A | -32% | | QxH Revenue | N/A | -11% | | QVC International Revenue | N/A | -6% | | Cornerstone Revenue | N/A | -13% | [Discussion of Results](index=2&type=section&id=Discussion%20of%20Results) QVC Group experienced a significant decline in consolidated revenue, operating income, and Adjusted OIBDA, with all segments reporting decreased performance [QVC Group Consolidated Performance](index=2&type=section&id=QVC%20Group%20Consolidated%20Performance) Total QVC Group revenue decreased 10% to $2,105 million, and operating income plummeted 90% to $14 million, reflecting broad challenges across segments QVC Group Consolidated Financial Performance (1Q25 vs. 1Q24) | Metric | 1Q24 (millions) | 1Q25 (millions) | % Change | % Change Constant Currency | | :-------------------------- | :-------------- | :-------------- | :------- | :----------------------- | | Total QVC Group Revenue | $2,342 | $2,105 | (10)% | (10)% | | Total QVC Group Operating Income (Loss) | $145 | $14 | (90)% | (89)% | | Total QVC Group Adjusted OIBDA | $259 | $177 | (32)% | (31)% | [QxH Segment Performance](index=3&type=section&id=QxH%20Segment%20Performance) QxH revenue declined 11% due to decreased units shipped and average selling price, with operating income significantly impacted by a $36 million restructuring charge - QxH revenue declined **11%** primarily due to a **10% decrease in units shipped** and a **2% decline in average selling price**, along with lower shipping and handling revenue[7](index=7&type=chunk) - Operating income was impacted by a **$36 million restructuring charge** related to a reorganization plan, which was excluded from Adjusted OIBDA[6](index=6&type=chunk)[8](index=8&type=chunk) QxH Segment Financial Performance (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | % Change | | :-------------------------- | :----- | :----- | :------- | | Revenue | $1,539 | $1,368 | (11)% | | Operating Income (Loss) | $94 | $0 | NM | | Adjusted OIBDA | $185 | $122 | (34)% | | Operating Income Margin (%) | 6.1% | 0.0% | (610)bps | | Adjusted OIBDA Margin (%) | 12.0% | 8.9% | (310)bps | [QVC International Segment Performance](index=3&type=section&id=QVC%20International%20Segment%20Performance) QVC International's revenue decreased 6% (4% in constant currency) due to lower units shipped and average selling price, with operating income affected by a $21 million restructuring charge - Constant currency revenue declined due to a **4% decrease in units shipped** and a **1% decrease in average selling price**, with declines across home, beauty, and apparel, partially offset by growth in jewelry and electronics[10](index=10&type=chunk) - Operating income decreased mainly due to a **$21 million restructuring charge** related to a reorganization announced in March, which was excluded from Adjusted OIBDA[6](index=6&type=chunk)[11](index=11&type=chunk) QVC International Segment Financial Performance (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | % Change | % Change Constant Currency | | :-------------------------- | :----- | :----- | :------- | :----------------------- | | Revenue | $572 | $537 | (6)% | (4)% | | Operating Income (Loss) | $63 | $29 | (54)% | (51)% | | Adjusted OIBDA | $75 | $63 | (16)% | (13)% | | Operating Income Margin (%) | 11.0% | 5.4% | (560)bps | N/A | | Adjusted OIBDA Margin (%) | 13.1% | 11.7% | (140)bps | N/A | [Cornerstone Segment Performance](index=3&type=section&id=Cornerstone%20Segment%20Performance) Cornerstone revenue decreased 13% due to softness in home and apparel sectors, with both operating income and Adjusted OIBDA margins declining from sales deleverage and higher administrative costs - Revenue decreased due to continued softness in interior furniture, outdoor furniture, and decor in the home sector and for apparel at Garnet Hill[12](index=12&type=chunk) - Operating income and Adjusted OIBDA margin decreased primarily due to sales deleverage and higher administrative costs related to the previously announced transformation plan, partially offset by lower fulfillment and supply chain costs[13](index=13&type=chunk) Cornerstone Segment Financial Performance (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | % Change | | :-------------------------- | :----- | :----- | :------- | | Revenue | $231 | $200 | (13)% | | Operating Income (Loss) | $(3) | $(11) | (267)% | | Adjusted OIBDA | $6 | $(4) | NM | | Operating Income Margin (%) | (1.3)% | (5.5)% | (420)bps | | Adjusted OIBDA Margin (%) | 2.6% | (2.0)% | NM | [Supplemental Metrics](index=5&type=section&id=Supplemental%20Metrics) Supplemental metrics reveal segment-specific trends in cost of goods sold, eCommerce penetration, mobile adoption, and total customer counts for QxH, QVC International, and Cornerstone [QxH Supplemental Metrics](index=5&type=section&id=QxH%20Supplemental%20Metrics) QxH saw its Cost of Goods Sold as a percentage of revenue increase by 210 bps to 67.5%, while eCommerce revenue decreased 9% but its share of total revenue increased to 63.4% QxH Supplemental Metrics (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | Change | | :-------------------------- | :----- | :----- | :------- | | Cost of Goods Sold % of Revenue | 65.4% | 67.5% | 210 bps | | eCommerce Revenue | $958 | $867 | (9)% | | eCommerce % of Total Revenue | 62.2% | 63.4% | 120 bps | | Mobile % of eCommerce Revenue | 69.8% | 71.3% | 150 bps | | LTM Total Customers | 8.0 | 7.4 | (8)% | [QVC International Supplemental Metrics](index=5&type=section&id=QVC%20International%20Supplemental%20Metrics) QVC International's Cost of Goods Sold as a percentage of revenue increased by 80 bps to 64.8%, with eCommerce revenue decreasing 4% but its share of total revenue increasing to 52.7% QVC International Supplemental Metrics (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | Change | % Change Constant Currency | | :-------------------------- | :----- | :----- | :------- | :----------------------- | | Cost of Goods Sold % of Revenue | 64.0% | 64.8% | 80 bps | N/A | | eCommerce Revenue | $294 | $283 | (4)% | (1)% | | eCommerce % of Total Revenue | 51.4% | 52.7% | 130 bps | N/A | | Mobile % of eCommerce Revenue | 68.8% | 76.7% | 790 bps | N/A | | LTM Total Customers | 4.1 | 4.0 | (2)% | N/A | [Cornerstone Supplemental Metrics](index=5&type=section&id=Cornerstone%20Supplemental%20Metrics) Cornerstone's Cost of Goods Sold as a percentage of revenue decreased by 220 bps to 57.5%, while eCommerce revenue decreased 14% and its share of total revenue slightly declined to 75.0% Cornerstone Supplemental Metrics (1Q25 vs. 1Q24) | Metric | 1Q24 | 1Q25 | Change | | :-------------------------- | :----- | :----- | :------- | | Cost of Goods Sold % of Revenue | 59.7% | 57.5% | (220)bps | | eCommerce Revenue | $175 | $150 | (14)% | | eCommerce % of Total Revenue | 75.8% | 75.0% | (80)bps | [Cash and Debt](index=6&type=section&id=Cash%20and%20Debt) QVC Group experienced a decrease in cash and an increase in total debt, with specific details on bank credit facility utilization and leverage ratios [Cash and Debt Overview](index=6&type=section&id=Cash%20and%20Debt%20Overview) QVC Group's cash and cash equivalents decreased by $72 million to $833 million, while total debt increased by $69 million to $5,566 million, primarily due to additional borrowings for debt repayment - Cash at QVC Group decreased **$72 million** in the first quarter due to cash used in operations, capital expenditures, and expenditures for television distribution rights, partially offset by increased borrowings[23](index=23&type=chunk) - Total debt at QVC Group increased **$69 million** in the first quarter primarily due to additional borrowing under QVC's bank credit facility, a portion of which funded the repayment of the remaining **$585 million** of QVC, Inc.'s 4.45% Senior Notes due in February 2025[23](index=23&type=chunk) Cash and Debt (amounts in millions) | Metric | 12/31/2024 | 3/31/2025 | | :-------------------------- | :--------- | :---------- | | Cash and cash equivalents (GAAP) | $905 | $833 | | Total QVC Group Debt | $5,497 | $5,566 | | Total QVC Group Debt (GAAP) | $4,968 | $5,000 | [Debt Covenants and Leverage](index=6&type=section&id=Debt%20Covenants%20and%20Leverage) QVC's bank credit facility had $1.85 billion drawn with $863 million incremental availability, and while the consolidated leverage ratio exceeded 3.5x, QVC Group remains in compliance with all debt covenants - QVC's bank credit facility has **$1.85 billion drawn** as of March 31, 2025, with incremental availability of **$863 million**, net of letters of credit[25](index=25&type=chunk) - On April 1, 2025, Cornerstone was removed as a borrower under QVC's credit agreement and will not be included in future calculations of QVC, Inc.'s leverage[25](index=25&type=chunk) - QVC, Inc.'s leverage ratio, as defined by the QVC revolving credit facility and adjusted for the removal of Cornerstone, was **3.7x** at quarter-end. QVC's consolidated leverage ratio was greater than **3.5x**, restricting unlimited dividends, but QVC Group is in compliance with all debt covenants[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) This section provides definitions and rationale for QVC Group's non-GAAP financial measures, specifically Adjusted OIBDA and constant currency metrics [Definition of Adjusted OIBDA](index=10&type=section&id=Definition%20of%20Adjusted%20OIBDA) Adjusted OIBDA is defined as operating income (loss) plus depreciation, amortization, stock-based compensation, and other specific non-recurring items, used to assess operational strength and performance - Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, and where applicable, separately identified impairments, litigation settlements, restructuring, acquisition-related costs, and (gains) losses on sale leaseback transactions[32](index=32&type=chunk) - QVC Group believes Adjusted OIBDA is an important indicator of the operational strength and performance of its businesses, allowing management to view operating results and perform analytical comparisons and benchmarking[33](index=33&type=chunk) [Definition of Constant Currency](index=10&type=section&id=Definition%20of%20Constant%20Currency) Constant currency financial metrics are non-GAAP measures calculated by translating current and prior-year amounts using a single foreign exchange rate to assess business performance excluding currency fluctuations - Constant currency financial metrics are calculated by translating the current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency[34](index=34&type=chunk) - QVC Group uses constant currency financial metrics to provide a framework to assess how its businesses performed excluding the effects of foreign currency exchange fluctuations, especially for its subsidiaries in the UK, Germany, Italy, and Japan[35](index=35&type=chunk) [Financial Reconciliations](index=11&type=section&id=Financial%20Reconciliations) This section presents detailed reconciliations of QVC Group's consolidated and subsidiary operating income to Adjusted OIBDA for the first quarter [Consolidated Operating Income and Adjusted OIBDA Reconciliation](index=11&type=section&id=Consolidated%20Operating%20Income%20and%20Adjusted%20OIBDA%20Reconciliation) The reconciliation shows QVC Group's 1Q25 operating income of $14 million, adjusted by adding back $102 million in depreciation and amortization, $4 million in stock compensation, and $57 million in restructuring costs, to arrive at an Adjusted OIBDA of $177 million QVC Group Consolidated Operating Income and Adjusted OIBDA Reconciliation (amounts in millions) | (amounts in millions) | 1Q24 | 1Q25 | | :---------------------------------- | :----- | :----- | | QVC Group Operating Income (Loss) | $145 | $14 | | Depreciation and amortization | $99 | $102 | | Stock compensation expense | $16 | $4 | | Restructuring costs | — | $57 | | Gain on sale leaseback transaction | (1) | — | | QVC Group Adjusted OIBDA | $259 | $177 | [Subsidiary Adjusted OIBDA Reconciliation](index=12&type=section&id=Subsidiary%20Adjusted%20OIBDA%20Reconciliation) This section provides detailed reconciliations for QVC and Cornerstone, showing QVC's 1Q25 operating income of $29 million reconciled to an Adjusted OIBDA of $185 million, and Cornerstone's operating loss of $11 million to an Adjusted OIBDA loss of $4 million Subsidiary Adjusted OIBDA Reconciliation (amounts in millions) | (amounts in millions) | 1Q24 | 1Q25 | | :-------------------------- | :----- | :----- | | **QVC** | | | | Operating income (loss) | $157 | $29 | | Depreciation and amortization | $92 | $95 | | Stock compensation | $12 | $4 | | Restructuring costs | — | $57 | | Adjusted OIBDA | $260 | $185 | | **Cornerstone** | | | | Operating income (loss) | $(3) | $(11) | | Depreciation and amortization | $7 | $7 | | Stock compensation | $2 | — | | Adjusted OIBDA | $6 | $(4) | [Condensed Consolidated Financial Statements](index=13&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section provides the condensed consolidated balance sheet, statement of operations, and statement of cash flows for QVC Group as of and for the three months ended March 31, 2025 [Condensed Consolidated Balance Sheet Information](index=13&type=section&id=Condensed%20Consolidated%20Balance%20Sheet%20Information) As of March 31, 2025, total assets were $8,981 million, down from $9,243 million, while total liabilities decreased to $9,874 million from $10,128 million, primarily due to a reduction in current portion of debt Condensed Consolidated Balance Sheet (amounts in millions) | Metric | March 31, 2025 | December 31, 2024 | | :---------------------------------- | :--------------- | :---------------- | | Total assets | $8,981 | $9,243 | | Total liabilities | $9,874 | $10,128 | | Cash and cash equivalents | $833 | $905 | | Current portion of debt | $242 | $867 | | Long-term debt | $4,758 | $4,101 | [Condensed Consolidated Statement of Operations Information](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations%20Information) For the three months ended March 31, 2025, QVC Group reported a net loss of $91 million, a significant decline from prior year net earnings, with total revenue decreasing to $2,105 million and operating income falling to $14 million Condensed Consolidated Statement of Operations (amounts in millions) | Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :---------------------------------- | :---------------------------- | :---------------------------- | | Total revenue, net | $2,105 | $2,342 | | Operating income (loss) | $14 | $145 | | Restructuring costs | $57 | — | | Net earnings (loss) | $(91) | $8 | | Net earnings (loss) attributable to QVC Group, Inc. shareholders | $(100) | $(1) | [Condensed Consolidated Statement of Cash Flows Information](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows%20Information) For the three months ended March 31, 2025, net cash used in operating activities was $60 million, net cash used in investing activities increased to $78 million, and net cash provided by financing activities was $55 million Condensed Consolidated Statement of Cash Flows (amounts in millions) | Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :---------------------------------- | :---------------------------- | :---------------------------- | | Net cash provided (used) by operating activities | $(60) | $26 | | Net cash provided (used) by investing activities | $(78) | $(31) | | Net cash provided (used) by financing activities | $55 | $(2) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(71) | $(19) | | Cash, cash equivalents and restricted cash at end period | $852 | $1,117 | [Important Notice & Forward-Looking Statements](index=8&type=section&id=Important%20Notice%20%26%20Forward-Looking%20Statements) This section provides conference call access details and a disclaimer regarding forward-looking statements, outlining various risks and uncertainties that could impact future results [Important Notice & Forward-Looking Statements Details](index=8&type=section&id=Important%20Notice%20%26%20Forward-Looking%20Statements%20Details) This section details access to the Q1 2025 earnings conference call and includes a standard disclaimer regarding forward-looking statements, highlighting various risks and uncertainties - Details for accessing the Q1 2025 earnings conference call on May 7, 2025, at 5:00 p.m. (E.T.) are provided, including dial-in numbers and webcast information[28](index=28&type=chunk) - The press release includes forward-looking statements subject to many risks and uncertainties, such as changes in market acceptance, competitive issues, regulatory matters, continued access to capital, changes in law, general market conditions (including tariff volatility), and issues impacting the global supply chain and labor market[29](index=29&type=chunk) - QVC Group expressly disclaims any obligation to disseminate updates or revisions to any forward-looking statement and refers readers to its publicly filed Forms 10-K and 10-Q for additional risk information[29](index=29&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33982 QVC GROUP, INC. (Exact name of Registrant as specified in its charter) State of Delaware Indicate by check mark wh ...

Core Insights - Slatkin + Co. continues its partnership with Elton John to launch a new fragrance collection for Spring, following a successful holiday collection that sold out quickly [1][5] - The new collection features various products including an 8oz Reed Wicker Candle Set, 14.5oz candles, and 4oz Reed Diffusers, all inspired by the scents of Elton John's Woodside estate [2][3] Company Overview - Slatkin + Co. is a premier home fragrance company founded in 1992 by Harry Slatkin, recognized for creating a multi-billion-dollar global industry in home fragrances [7] - The company designs and manufactures scented candles, diffusers, and bath and body care products, with a portfolio that includes brands like HomeWorx and ScentWorx [7] Product Details - The new fragrance collection includes scents such as Spring Rain, Ginger Mango, Ivy's Rose Garden, and more, each reflecting the vibrancy of spring and the beauty of Elton's estate [4][5] - Each scent is designed to evoke emotions and transform spaces, showcasing a blend of floral elegance and fresh fragrances [6][5] Retail Partnership - The collection will be exclusively available on QVC, which is a leader in video commerce and reaches over 200 million homes worldwide [8] - QVC's partnership with Slatkin + Co. and Elton John aims to present a unique glimpse into the artistry of fragrance and design [6]

Englewood, Colorado, February 27, 2025 – QVC Group, Inc. ("QVC Group") (Nasdaq: QVCGA, QVCGB, QVCGP) today reported fourth quarter and year end 2024 results (1) . Exhibit 99.1 QVC GROUP REPORTS FOURTH QUARTER AND YEAR END 2024 FINANCIAL RESULTS "2024 was an important year for the company and we achieved several milestones. We successfully completed Project Athens, resulting in a second straight year of Adjusted OIBDA growth as reported and enhanced operating discipline. We also reduced our debt levels to st ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33982 QVC GROUP, INC. (Exact name of Registrant as specified in its charter) State of Delaware (State or other jurisdiction o ...

The fixed-income universe has been materially disrupted over the last few months, and Qurate Retail's (NASDAQ: QRTEA ) 8.0% Series A Cumulative Preferreds (NASDAQ: QRTEP ) have seen their value dip by 31% from their 52-week-high. The preferredsThe equity market is a powerful mechanism as daily fluctuations in price get aggregated to incredible wealth creation or destruction over the long term. Pacifica Yield aims to pursue long-term wealth creation with a focus on undervalued yet high-growth companies, high ...

Core Viewpoint - QVC is expanding its beauty and wellness offerings by introducing new brands such as Love Wellness, No Makeup Makeup, and Gatineau Skincare, aiming to cater to a demographic focused on self-care and empowerment [1][2]. Group 1: New Brand Launches - Love Wellness, founded by Lo Bosworth in 2016, focuses on feminine health and total body wellness, offering products like intimate cleansers and vitamin supplements [2][9]. - No Makeup Makeup, created by beauty veteran Victoria Jackson, emphasizes a natural look with a new cream-balm foundation that adapts to various skin tones using FlexShade technology [3][10]. - Gatineau Skincare, with over 90 years of experience, brings its Haute Couture Skincare philosophy to the U.S. market, offering products designed for individual skincare needs [4][11]. Group 2: Product Highlights - Love Wellness features popular items such as Bye Bye Bloat and Daily Love Multivitamin, promoting a culture of open self-care for women [2][9]. - The No Makeup Makeup line includes a foundation that is featherweight, color-correcting, and designed for a second-skin finish [3][10]. - Gatineau's product lines, such as Age Benefit™ and Collagene Expert™, target signs of aging and hydration, appealing to mature skin [4][12]. Group 3: QVC's Market Position - QVC is a leader in video commerce, reaching over 200 million homes globally and offering a diverse range of products across various categories [6][8]. - The company aims to empower shoppers through engaging content and a wide selection of familiar and new brands [6][8]. - QVC's focus on women aged 50+ aligns with the new brand offerings that promote empowerment and confidence in personal care [2][4].

Financial Data and Key Metrics - Adjusted OIBDA increased by 19% in Q3 2024, despite being the most difficult quarter of the year due to macroeconomic challenges and significant events like the Olympics and political conventions [6] - Revenue was lower than expected, leading to meaningful deleverage throughout the P&L [7] - Consolidated gross margin remained flat, with product margin gains offset by unfavorable fulfillment costs due to inflation and market pressures [10] - Operating expenses decreased by $11 million, and SG&A expenses decreased by $10 million year-over-year [10] - Adjusted OIBDA margin contracted by 80 basis points due to approximately 125 basis points of sales deleverage [10] - Free cash flow, excluding insurance proceeds, increased by nearly $400 million from December 2022 to September 2024 [24] Business Line Performance - QxH (QVC and HSN) revenue declined by 6%, driven by lower unit volume and shipping and handling revenue, partially offset by favorable returns [28] - QVC International revenue declined by 1%, with QVC Germany and Japan reporting flat revenue, while QVC U.K. declined by 1% [22][30] - Cornerstone Brands revenue declined by 12% due to low demand from continued housing market pressures [23][31] - Streaming business saw strong momentum, with revenue, total minutes viewed, and monthly average users all growing in double digits in Q3 [21] Market Performance - QxH total TV minutes viewed decreased by 4% in Q3, while major networks grew by 16%, and news and information programming increased by more than 20% [9] - Competing events collectively reduced revenue by approximately 1 to 2 percentage points in Q3 [9] - QVC International experienced growth in home and electronics but saw declines in apparel and beauty categories [30] - Cornerstone Brands faced challenges in the housing market, impacting its revenue and adjusted OIBDA [11][23] Company Strategy and Industry Competition - The company is nearing the end of its multi-year Project Athens initiative, which has improved cost, margin, and cash flow focus [24] - Cornerstone Brands is implementing a transformation plan to improve profitability, focusing on cost reduction and revenue growth [23] - The company is pursuing a new growth strategy to reach aggregated audiences on social and streaming platforms, recognizing the impact of cord-cutting on its demographic [26][40] - The Age of Possibility campaign and Q50 brand ambassadors continue to drive brand engagement and customer loyalty [14][15] Management Commentary on Operating Environment and Future Outlook - The macroeconomic climate and significant events like the Olympics and political conventions negatively impacted consumer behavior and viewership [6][8] - Management expects a more normalized viewing cadence in Q4 2024, with a strong programming calendar and improved leverage challenges [57] - The company is focused on driving revenue growth while maintaining efficiency and margin improvements as it transitions from Project Athens to a more growth-oriented phase [63] Other Important Information - The company completed a debt exchange, extending its maturity profile and reducing interest expense by approximately $9 million [33][39] - Qurate Retail's leverage ratio was 3.1x, well below the maximum covenant threshold of 4.5x [35] - The company received a notice from NASDAQ regarding its stock price and is taking steps to regain compliance, including a potential reverse stock split [36] Q&A Session Summary Question: Category performance and actions to address soft categories [42] - Management noted that category performance was disproportionately impacted by macroeconomic factors and events, with home revenue declining by 3% and electronics declining by 16% [42] - The company is adjusting airtime assets to focus on stronger categories and expects a bounce back in a more normalized environment [42] Question: Impact of tariffs and sourcing strategies [45] - Vendors are typically responsible for tariffs, and the company has diversified sourcing to mitigate tariff impacts [45] Question: Trends in October and viewership normalization [46][47] - Management observed a direct correlation between significant events and viewership declines, with sales per hour dropping during key events [46] - The company expects a more normalized viewing cadence in Q4 [47] Question: International customer trends and shipping impacts [49][50][52] - QVC Germany and Japan reported flat revenue, while QVC U.K. declined by 1% [50] - Shipping challenges, particularly in the Red Sea, impacted gross margins but are expected to normalize [52] Question: Best customer metrics and future growth focus [53][54] - QVC's best customers, who purchase over 20 items annually, represent 17% of the customer count and 76% of sales [53] - The company plans to focus on growing the customer file as it transitions to a more growth-oriented phase [54] Question: Holiday sales and consumer behavior [57][58][67][68] - Management expects a more normalized Q4 with a strong programming calendar and improved leverage [57] - Consumers remain cautious and value-conscious, responding to seasonal and holiday-themed promotions [67][68] Question: Capital structure and revolver refinancing [69][70] - The debt exchange extended the maturity profile, providing runway for revolver refinancing in late 2028 or early 2029 [69][70] Question: Cash balances and deployment [71][72] - The company maintains strategic cash balances across different entities, with QVC using free cash flow to repay the revolver [71][72]