Qurate Retail(QRTEA) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements. 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 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 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) 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 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] Condensed Consolidated Statements of Equity 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 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 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][142] - 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][41][42][43][144][145][146][147][148] - Restricted cash of $30 million as of June 30, 2025, primarily covers workers' compensation obligations and potential counterparty disputes[44][181] (2) Stock-Based Compensation 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][210] - 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][162] (3) Earnings (Loss) Per Common Share 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][64] (4) Assets and Liabilities Measured at Fair Value 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] (5) Intangible Assets 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][207][219] - The impairments were triggered by recent financial performance, macroeconomic conditions, declines in the Company's stock price, and credit rating downgrades[74][219] - 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] (6) Long-Term Debt 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] - 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][179][257] - 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][187][188] (7) Preferred Stock 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] | 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][105] (8) Related Party Transactions with Officers and Directors 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] | 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 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][228][253] - 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][115][149] - 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][150][208][211] (10) Information About QVC Group's Operating Segments 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][127] | 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][166] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - Key risk factors also include the carrying value of intangible assets, projected cash flows, debt repayment, and contingent liabilities[136] 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] - 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] - 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][145][147] 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] - 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] - 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][153] 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] - 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][156] - 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] Results of Operations—Consolidated 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][165] - 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] - The effective tax rate for the six months ended June 30, 2025, was 9%, primarily impacted by the non-deductible goodwill impairment[173] Results of Operations—Businesses 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 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] - 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][201] - 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] - Selling, general, and administrative expenses decreased due to lower personnel costs from workforce reductions and team reorganizations related to the WIN strategy[206] 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] - Cost of goods sold as a percentage of net revenue decreased due to higher product margins and lower freight costs[213] - SG&A expenses as a percentage of net revenue increased due to lower revenue and increased consulting expenses related to business transformation initiatives[215] Critical Accounting Estimates 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][218] - 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] Item 3. Quantitative and Qualitative Disclosures about Market Risk 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][223] | 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] Item 4. Controls and Procedures 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 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] Changes in Internal Control Over Financial Reporting 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] PART II - OTHER INFORMATION Item 1. Legal Proceedings 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] - 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] - The company cannot predict the scope, duration, or outcome of the investigation, nor reasonably estimate any range of loss[228] Item 1A. Risk Factors 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][232][233][237] - 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][235][236] - 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][245][246][254][256][257] - 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][250][253] - 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][258] - Overlapping directors with Liberty Media Corporation may lead to conflicts of interest in corporate opportunities and transactions[259][260] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] Item 5. Other Information 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] - The company's principal executive office changed to 1200 Wilson Dr., West Chester, Pennsylvania 19380, effective May 29, 2025[264] Item 6. Exhibits 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] 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]