QVC Group, Inc 10-K for FY2021

QVC Group, Inc. (QVCG)

10-K 2022-02-25 For: 2021-12-31

Added on April 08, 2026

About this 10-K

QVC Group, Inc filed this 10-K on February 25, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $11.35B; down 1.0% from $11.47B a year earlier
Net income: $787M; down 7.6% from net income of $852M a year earlier

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Title of each class	Trading Symbols	Name of each exchange on which registered
6.375% Senior Secured Notes due 2067	QVCD	New York Stock Exchange
6.250% Senior Secured Notes due 2068	QVCC	New York Stock Exchange


	Part I	Page

Item 1.	Business	I-1
Item 1A.	Risk Factors	I-14
Item 1B.	Unresolved Staff Comments	I-32
Item 2.	Properties	I-33
Item 3.	Legal Proceedings	I-33
Item 4.	Mine Safety Disclosures	I-33

	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	II-1
Item 6.	[Reserved]	II-1
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	II-2
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	II-18
Item 8.	Financial Statements and Supplementary Data	II-19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	II-19
Item 9A.	Controls and Procedures	II-20
Item 9B.	Other Information	II-21
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	II-21

	Financial Statements
	Management's Report on Internal Control Over Financial Reporting	II-22
	Report of Independent Registered Public Accounting Firm	II-23
	Consolidated Balance Sheets	II-25
	Consolidated Statements of Operations	II-26
	Consolidated Statements of Comprehensive Income	II-27
	Consolidated Statements of Cash Flows	II-28
	Consolidated Statement of Equity	II-29
	Notes to Consolidated Financial Statements	II-30

	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	III-1
Item 11.	Executive Compensation	III-1
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	III-1
Item 13.	Certain Relationships and Related Transactions, and Director Independence	III-1
Item 14.	Principal Accounting Fees and Services	III-1

	Part IV
Item 15.	Exhibits and Financial Statement Schedules	IV-1
Item 16.	Form 10-K Summary	IV-4
	Signatures	IV-5


	Years ended December 31,
(in millions)	2021			2020		2019
QxH digital platform revenue	$	5,003		5,089		4,708
Total QxH net revenue	8,277			8,505		8,277
QxH digital platform % of total QxH net revenue	60.4		%	59.8	%	56.9	%


	Years ended December 31,
(in millions)	2021			2020		2019
QVC - International digital platform revenue	$	1,458		1,359		1,114
Total QVC - International net revenue	3,077			2,967		2,709
QVC - International digital platform % of total QVC - International net revenue	47.4		%	45.8	%	41.1	%


	Years ended December 31,
Product category	2021		2020		2019
Home	40	%	42	%	38	%
Beauty	18	%	18	%	18	%
Apparel	16	%	14	%	16	%
Accessories	11	%	11	%	11	%
Electronics	10	%	10	%	11	%
Jewelry	5	%	5	%	6	%
Total	100	%	100	%	100	%


Properties
Location	Type	Own or Lease	Operating Segment
West Chester, Pennsylvania	Corporate Headquarters	Own	QxH
Chesapeake, Virginia	Call Center	Own	QxH
Bochum, Germany	Call Center	Own	QVC-International
Kassel, Germany	Call Center	Own	QVC-International
Chiba-Shi, Japan	Call Center	Own	QVC-International
Bethlehem, Pennsylvania	Distribution Center	Lease	QxH
Suffolk, Virginia	Distribution Center	Own	QxH
Rocky Mount, North Carolina	Distribution Center	Own	QxH
Florence, South Carolina	Distribution Center	Own	QxH
Ontario, California	Distribution Center	Own	QxH
Piney Flats, Tennessee	Distribution Center	Own	QxH
Chiba, Japan	Distribution Center	Own	QVC-International
Hückelhoven, Germany	Distribution Center	Own	QVC-International
St. Petersburg, Florida	Multi-functional	Own	QxH
Knowsley, United Kingdom	Multi-functional	Own	QVC-International
Chiba, Japan	Multi-functional	Own	QVC-International
Brugherio, Italy	Multi-functional	Own	QVC-International
Düsseldorf, Germany	Multi-functional	Own	QVC-International
London, U.K.	Multi-functional	Lease	QVC-International


	Year ended December 31, 2021						Year ended December 31, 2020
	U.S. Dollars		Foreign Currency Exchange Impact		Constant Currency		U.S. Dollars		Foreign Currency Exchange Impact		Constant Currency
QxH	(2.7)	%	—	%	(2.7)	%	2.8	%	—	%	2.8	%
QVC-International	3.7	%	1.9	%	1.8	%	9.5	%	2.0	%	7.5	%


	Combined Parent-QVC, Inc. and Subsidiary Guarantors
	December 31, 2021
Current assets	$	2,734
Intercompany receivable from non-guarantor subsidiaries	(3,040)
Note receivable - related party	1,740
Noncurrent assets	9,027
Current liabilities	1,840
Noncurrent liabilities	5,678


	Combined Parent-QVC, Inc. and Subsidiary Guarantors
	Year ended December 31, 2021
Net revenue	$	9,292
Net revenue less cost of goods sold	4,090
Income before taxes	836
Net income	851
Net income attributable to QVC, Inc. Stockholder	787


	Payments due by period
(in millions)	2022		2023	2024	2025	2026	Thereafter	Total
Long-term debt (1)	$	—	750	600	600	481	2,500	4,931
Interest payments (2)	236		219	189	161	145	2,423	3,373
Finance lease obligations (including imputed interest)	27		27	26	23	22	67	192
Operating lease obligations	37		29	25	21	20	148	280
Purchase obligations and other (3)	3,209		39	14	7	6	4	3,279


(in millions, except percentages)	2022			2023		2024		2025		2026		Thereafter		Total		Fair Value
Fixed rate debt (1) (2)	$	—		750		600		600		—		2,500		4,450		4,595
Weighted average interest rate on fixed rate debt	—		%	4.4	%	4.9	%	4.5	%	—	%	5.4	%	5.0	%	N/A
Variable rate debt (1)	$	—		—		—		—		481		—		481		481
Average interest rate on variable rate debt	—		%	—	%	—	%	—	%	1.5	%	—	%	1.5	%	N/A


(in millions, except share amount)	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	510	682
Restricted cash	9		8
Accounts receivable, less allowance for credit losses of $99 at December 31, 2021 and $124 at December 31, 2020 (note 3)	1,645		1,602
Inventories	1,355		1,119
Prepaid expenses and other current assets	180		293
Total current assets	3,699		3,704
Property and equipment, net of accumulated depreciation of $1,354 at December 31, 2021 and $1,544 at December 31, 2020 (note 4)	966		1,178
Operating lease right-of-use assets (note 9)	201		221
Television distribution rights, net (note 5)	145		63
Goodwill (note 6)	5,968		6,034
Other intangible assets, net (note 6)	3,407		3,454
Note receivable - related party (note 14)	1,740		1,825
Other noncurrent assets	62		79
Total assets	$	16,188	16,558
Liabilities and equity
Current liabilities:
Current portion of debt and finance lease obligations (note 8)	$	20	410
Accounts payable-trade	1,271		1,127
Accrued liabilities (note 7)	1,179		1,302
Total current liabilities	2,470		2,839
Long-term portion of debt and finance lease obligations (note 8)	5,023		4,549
Deferred income taxes (note 12)	636		711
Other long-term liabilities	294		324
Total liabilities	8,423		8,423
Commitments and contingencies (note 13)
Equity:
QVC, Inc. stockholder's equity:
Common stock, $0.01 par value, 1 authorized share	—		—
Additional paid-in capital	10,687		10,741
Accumulated deficit	(2,898)		(2,722)
Accumulated other comprehensive loss (note 17)	(146)		(17)
Total QVC, Inc. stockholder's equity	7,643		8,002
Noncontrolling interest	122		133
Total equity	7,765		8,135
Total liabilities and equity	$	16,188	16,558


	Common stock			Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Noncontrolling interest	Total equity
(in millions, except share data)	Shares	Amount
Balance, December 31, 2018	1	$	—	9,123	(2,269)	(144)	119	6,829
Net income	—	—		—	767	—	50	817
Other comprehensive (loss) income	—	—		—	—	—	1	1
Capital contributions received from Qurate Retail, Inc.	—	—		50	—	—	—	50
Dividends paid to Qurate Retail, Inc. and noncontrolling interest	—	—		—	(879)	—	(40)	(919)
Withholding taxes on net share settlements of stock-based compensation	—	—		(4)	—	—	—	(4)
Stock-based compensation	—	—		39	—	—	—	39
Balance, December 31, 2019	1	—		9,208	(2,390)	(144)	130	6,804
Net income	—	—		—	852	—	58	910
Other comprehensive (loss) income	—	—		—	—	111	7	118
Dividends paid to Qurate Retail, Inc. and noncontrolling interest	—	—		—	(1,184)	—	(62)	(1,246)
Withholding taxes on net share settlements of stock-based compensation	—	—		(2)	—	—	—	(2)
Stock-based compensation	—	—		37	—	—	—	37
Common control transaction with Qurate Retail, Inc.	—	—		1,498	—	16	—	1,514
Balance, December 31, 2020	1	—		10,741	(2,722)	(17)	133	8,135
Net income	—	—		—	787	—	64	851
Other comprehensive (loss) income	—	—		—	—	(129)	(15)	(144)
Dividends paid to Qurate Retail, Inc. and noncontrolling interest	—	—		—	(963)	—	(60)	(1,023)
Impact of tax liability allocation and indemnification agreement with Qurate Retail, Inc.	—	—		73	—	—	—	73
Withholding taxes on net share settlements of stock-based compensation	—	—		(20)	—	—	—	(20)
Stock-based compensation	—	—		44	—	—	—	44
Common control transaction with Qurate Retail, Inc.	—	—		(151)	—	—	—	(151)
Balance, December 31, 2021	1	$	—	10,687	(2,898)	(146)	122	7,765


Note receivable	$	1,825
Prepaid expenses and other current assets	91
Current portion of debt	(397)
Accrued liabilities	(5)
Accumulated other comprehensive loss	(16)
Capital contribution from Qurate Retail	$	1,498


	December 31,
(in millions)	2021		2020
Installment payment option	$	1,284	$	1,368
Major credit cards and customers	237		262
Trade accounts receivable	1,521		1,630
Other receivables (1)	223		96
Accounts receivable	1744		1726
Less allowance for credit losses	(99)		(124)
Accounts receivable, net	$	1,645	1,602


	Years ended December 31,
(in millions)	2021		2020	2019
Net revenue	$	11,354	11,472	10,986
Operating costs and expenses:
Cost of goods sold (exclusive of depreciation, amortization and fire related costs, net shown separately below)	7,368		7,418	7,148
Operating	791		786	768
Selling, general and administrative, excluding transaction related costs and stock-based compensation	1,194		1,211	1,088
Adjusted OIBDA (defined below)	2,001		2,057	1,982
Fire related costs, net	21		—	—
Impairment loss	—		—	147
Transaction related costs	—		—	1
Stock-based compensation	44		37	39
Depreciation	159		171	186
Amortization	270		282	282
Operating income	1,507		1,567	1,327
Other (expense) income:
Equity in losses of investee	(2)		(30)	—
Gains (losses) on financial instruments	8		3	(5)
Interest expense, net	(249)		(257)	(240)
Foreign currency (loss) gain	(9)		6	(3)
Loss on extinguishment of debt	(7)		(42)	—
Other income	11		—	—
	(248)		(320)	(248)
Income before income taxes	1,259		1,247	1,079
Income tax expense	(408)		(337)	(262)
Net income	851		910	817
Less net income attributable to the noncontrolling interest	(64)		(58)	(50)
Net income attributable to QVC, Inc. stockholder	$	787	852	767


	Years ended December 31,
(in millions)	2021		2020	2019
Affiliate agreements	$	—	2	2
Customer relationships	47		49	49
Other technology	15		15	15
Acquisition related amortization	62		66	66
Property and equipment	159		171	186
Software amortization	101		85	85
Channel placement amortization and related expenses	107		131	131
Total depreciation and amortization	$	429	453	468


			/s/ KPMG LLP


(in millions)	2021		2020	2019
Net revenue	$	11,354	11,472	10,986
Operating costs and expenses:
Cost of goods sold (exclusive of depreciation, amortization and fire related costs, net shown separately below)	7,368		7,418	7,148
Operating	791		786	768
Selling, general and administrative, including transaction related costs and stock-based compensation	1,238		1,248	1,128
Depreciation	159		171	186
Amortization	270		282	282
Impairment loss	—		—	147
Fire related costs, net (note 19)	21		—	—
	9,847		9,905	9,659
Operating income	1,507		1,567	1,327
Other (expense) income:
Equity in losses of investee	(2)		(30)	—
Gains (losses) on financial instruments	8		3	(5)
Interest expense, net	(249)		(257)	(240)
Foreign currency (loss) gain	(9)		6	(3)
Loss on extinguishment of debt	(7)		(42)	—
Other income	11		—	—
	(248)		(320)	(248)
Income before income taxes	1,259		1,247	1,079
Income tax expense	(408)		(337)	(262)
Net income	851		910	817
Less net income attributable to the noncontrolling interest	(64)		(58)	(50)
Net income attributable to QVC, Inc. stockholder	$	787	852	767


(in millions)	Balance beginning of year		Additions- charged to expense	Deductions- write-offs	Balance end of year
2021	$	124	49	(74)	99
2020	123		89	(88)	124
2019	112		124	(113)	123


	December 31,			Estimated useful
(in millions)	2021		2020	life
Land	$	116	129	N/A
Buildings and improvements	1,010		1,214	8 - 20 years
Furniture and other equipment	632		790	2 - 8 years
Broadcast equipment	167		169	2 - 5 years
Computer equipment	179		211	2 - 3 years
Transponders and terrestrial transmitter (note 9)	172		174	2 - 10 years
Projects in progress	44		35	N/A
Property and equipment	2,320		2,722
Less: accumulated depreciation	(1,354)		(1,544)
Property and equipment, net	$	966	1,178


			Year ended December 31,
(in millions)	2021		2020	2019
Finance lease cost
Depreciation of leased assets	$	19	19	20
Interest on lease liabilities	8		8	9
Total finance lease cost	27		27	29
Operating lease cost	42		39	32
Total lease cost	$	69	66	61


	December 31, 2021
Weighted-average remaining lease term (years):
Finance leases	7.7
Operating leases	10.5
Weighted-average discount rate:
Finance leases	5.2	%
Operating leases	6.0	%


	Year ended December 31, 2019
(in millions)	QxH		QVC-International	Total
Home	$	3,053	1,010	4,063
Beauty	1,304		659	1,963
Apparel	1,291		439	1,730
Accessories	919		262	1,181
Electronics	1,142		104	1,246
Jewelry	402		221	623
Other revenue	166		14	180
Total net revenue	$	8,277	2,709	10,986


(in millions)	Balance beginning of year		Additions- charged to earnings	Deductions	Balance end of year
2021	$	267	1,922	(1,947)	242
2020	238		1,976	(1,947)	267
2019	242		2,138	(2,142)	238


	Options	Weighted average exercise price		Aggregate intrinsic value (000s)		Weighted average remaining life (years)
Outstanding as of January 1, 2021	24,546,114	$	10.98	$	60,652	3.9
Granted	1,949,619	11.45
Exercised	(2,201,183)	5.64
Forfeited	(2,986,048)	12.87
Special Cash Dividend anti-dilution adjustment	3,625,561	9.64
Outstanding as of December 31, 2021	24,934,063	9.65		31,372		3.3
Exercisable as of December 31, 2021	17,023,527	$	11.56	7,811		2.3


	Restricted shares	Weighted average grant date fair value
Outstanding as of January 1, 2021	6,734,989	$	7.04
Granted	5,095,154	11.58
Vested	(3,157,337)	8.11
Forfeited	(575,342)	8.70
Outstanding as of December 31, 2021	8,097,464	9.36


(in millions)
Balance at January 1, 2020	$	60
Increases related to prior year tax positions	5
Decreases related to prior year tax positions	(6)
Decreases related to settlements with taxing authorities	—
Increases related to current year tax positions	8
Balance at December 31, 2020	67
Increases related to prior year tax positions	1
Decreases related to prior year tax positions	(5)
Decreases related to settlements with taxing authorities	—
Increases related to current year tax positions	10
Balance at December 31, 2021	$	73


			Fair value measurements at December 31, 2021 using
(in millions)	Total		Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)
Current assets:
Cash equivalents	$	124	124	—	—
Current liabilities:
Interest rate swap arrangements (note 8)	1		—	1	—
Long-term liabilities:
Debt (note 8)	5,076		745	4,331	—


(in millions)	Comprehensive earnings attributable to debt credit risk adjustments		Recognition of previously unrealized losses on debt, net	Foreign currency translation adjustments	AOCL
Balance as of January 1, 2019	$	—	—	(144)	(144)
Other comprehensive income attributable to QVC, Inc. stockholder	—		—	—	—
Balance as of December 31, 2019	—		—	(144)	(144)
Other comprehensive income attributable to QVC, Inc. stockholder	—		—	111	111
Common control transaction with Qurate Retail	16		—	—	16
Balance as of December 31, 2020	16		—	(33)	(17)
Other comprehensive income attributable to QVC, Inc. stockholder	(19)		3	(113)	(129)
Balance as of December 31, 2021	$	(3)	3	(146)	(146)


(in millions)	Before-tax amount		Tax benefit (expense)	Net-of-tax amount
Year ended December 31, 2021:
Foreign currency translation adjustments	$	(124)	(4)	(128)
Recognition of previously unrealized losses on debt, net	3		—	3
Comprehensive loss attributable to debt credit risk adjustments	(19)		—	(19)
Other comprehensive loss	(140)		(4)	(144)

Year ended December 31, 2020:
Foreign currency translation adjustments	$	115	3	118
Other comprehensive income	115		3	118

Year ended December 31, 2019:
Foreign currency translation adjustments	$	—	1	1
Other comprehensive income	—		1	1


	Year ended December 31
($ in millions)	2021
Loss on inventory	$	134
Loss on fixed assets	87
Other fire related costs (1)	29
Total	250
Less: Insurance Recoveries received	(100)
Less: Expected insurance recoveries	(129)
Fire related costs, net	$	21


			Page
QVC, Inc.:
Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, PA, Auditor Firm ID: 185)			II-23
Consolidated Balance Sheets, December 31, 2021 and 2020			II-25
Consolidated Statements of Operations, Years ended December 31, 2021, 2020 and 2019			II-26
Consolidated Statements of Comprehensive Income, Years ended December 31, 2021, 2020 and 2019			II-27
Consolidated Statements of Cash Flows, Years ended December 31, 2021, 2020 and 2019			II-28
Consolidated Statement of Equity, Years ended December 31, 2021, 2020 and 2019			II-29
Notes to Consolidated Financial Statements, December 31, 2021, 2020 and 2019			II-30


3.1			Restated Certificate of Incorporation of QVC, Inc. dated October 26, 2009 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (File No. 333-184501) as filed on October 19, 2012 (the "2012 S-4")).
3.2			Amended and Restated By-Laws of QVC, Inc. (effective September 30, 2015) (incorporated by reference to Exhibit 3.1 to QVC, Inc.'s Current Report on Form 8-K (file No. 000-55409) as filed on October 6, 2015)


4.1			Indenture dated as of March 18, 2013 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 333-184501) as filed on May 9, 2013).
4.2			Form of Indenture dated as of March 18, 2014 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 (File No. 333-195586) as filed on April 30, 2014).
4.3			Indenture dated as of August 21, 2014 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 (File No. 333-199254) as filed on October 10, 2014).
4.4			Fifth Amended and Restated Credit Agreement, dated as of October 27, 2021, among QVC, Inc., Zulily, LLC, QVC Global Corporate Holdings, LLC and Cornerstone Brands, Inc., as Borrowers, JPMorgan Chase Bank, N.A., as Lead Arranger, Lead Bookrunner and Administrative Agent and the parties named therein as Lenders, Co-Bookrunners, Co-Syndication Agents and Co-Documentation Agents (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38654) as filed on October 28, 2021).
4.5			Indenture, dated September 13, 2018, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A (File No. 001-38654), as filed on September 13, 2018 (the “Form 8-A”)).
4.6			First Supplemental Indenture, dated September 13, 2018, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-A).
4.7			Form of 6.375% Senior Secured Notes due 2067 (incorporated by reference to Exhibit 4.3 to the Form 8-A).
4.8			Second Supplemental Indenture, dated November 26, 2019, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC, QVC Deutschland GP, Inc., HSN, Inc., HSNi, LLC, HSN Holding LLC, AST Sub, Inc., Home Shopping Network En Espanol, L.L.C., Home Shopping Network En Espanol, L.P., H.O.T. Networks Holdings (Delaware) LLC, HSN of Nevada LLC, Ingenious Designs LLC, NLG Merger Corp., Ventana Television, Inc., and Ventana Television Holdings, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-A (File No. 001-38654), as filed on November 26, 2019 (the “2019 Form 8-A”)).
4.90			Form of 6.250% Senior Secured Notes due 2068 (incorporated by reference to Exhibit 4.3 to the 2019 Form 8-A).
4.10			Third Supplemental Indenture, dated February 4, 2020, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC, QVC Deutschland GP, Inc., HSN, Inc., HSNi, LLC, HSN Holding LLC, AST Sub, Inc., Home Shopping Network En Espanol, L.L.C., Home Shopping Network En Espanol, L.P., H.O.T. Networks Holdings (Delaware) LLC, HSN of Nevada LLC, Ingenious Designs LLC, NLG Merger Corp., Ventana Television, Inc., and Ventana Television Holdings, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38654) as filed on February 4, 2020 (the “February 2020 Form 8-K”)).
4.11			Form of 4.75% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.3 to the February 2020 Form 8-K).
4.12			Fourth Supplemental Indenture, dated August 20, 2020, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC, QVC Deutschland GP, Inc., HSN, Inc., HSNi, LLC, HSN Holding LLC, AST Sub, Inc., Home Shopping Network En Espanol, L.L.C., Home Shopping Network En Espanol, L.P., H.O.T. Networks Holdings (Delaware) LLC, HSN of Nevada LLC, Ingenious Designs LLC, NLG Merger Corp., Ventana Television, Inc., and Ventana Television Holdings, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38654) as filed on August 20, 2020 (the “August 2020 Form 8-K”)).
4.13			Form of 4.375% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.3 to the August 2020 Form 8-K).
4.14			Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38654) as filed on February 26, 2020).


10.1			Forms of Indemnification Agreements between QVC, Inc. and executive officers (incorporated by reference to Exhibit 10.16 to the 2012 S-4).


31.1			Rule 13a-14(a)/15d-14(a) Certification*
31.2			Rule 13a-14(a)/15d-14(a) Certification*


101.INS			XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema Document*
101.CAL			XBRL Taxonomy Calculation Linkbase Document*
101.LAB			XBRL Taxonomy Label Linkbase Document*
101.PRE			XBRL Taxonomy Presentation Linkbase Document*
101.DEF			XBRL Taxonomy Definition Document*
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*


Date: February 25, 2022			By:/s/ DAVID L. RAWLINSON II
			David L. Rawlinson II
			President and Chief Executive Officer (Principal Executive Officer)

Date: February 25, 2022			By:/s/ JEFFREY A. DAVIS
			Jeffrey A. Davis
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)