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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2013

o 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 333-184501

QVC, Inc.

(Exact name of Registrant as specified in its charter)



State of Delaware (State or other jurisdiction of incorporation or organization)	23-2414041 (I.R.S. Employer Identification Number)

1200 Wilson Drive West Chester, Pennsylvania (Address of principal executive offices)	19380 (Zip Code)

Registrant's telephone number, including area code: (484) 701-1000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x (do not check if smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

None of the voting stock of the registrant is held by a non-affiliate of the registrant. There is no publicly traded market for any class of voting stock of the registrant. There is one holder of record of our equity, Liberty QVC Holdings, LLC, an indirect wholly-owned subsidiary of Liberty Interactive Corporation.

QVC, Inc.

2013 QUARTERLY REPORT ON FORM 10‑Q

Table of Contents




	Part I	Page

Item 1	Financial Statements (unaudited)	I-1
	Condensed Consolidated Balance Sheets	I-1
	Condensed Consolidated Statements of Operations	I-2
	Condensed Consolidated Statements of Comprehensive Income	I-3
	Condensed Consolidated Statements of Cash Flow	I-4
	Condensed Consolidated Statement of Equity	I-5
	Notes to the Unaudited Condensed Consolidated Financial Statements	I-6
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~I-24~~I-27
Item 3	Quantitative and Qualitative Disclosures about Market Risk	~~I-33~~I-37
Item 4	Controls and Procedures	~~I-34~~I-37

	Part II
Item 6	Exhibits	II-1
	Signatures	II-2
	Exhibit Index	II-3

QVC, Inc.

Condensed Consolidated Balance Sheets


	March 31,			December 31,		June 30,			December 31,
	2013			2012		2013			2012
(in millions)	(unaudited)					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	439		540		$	416		540
Restricted cash	15			15		15			15
Accounts receivable, less allowance for doubtful accounts of $75 million at March 31, 2013 and $74 million at December 31, 2012	775			1,055
Accounts receivable, less allowance for doubtful accounts of $75 million at June 30, 2013 and $74 million at December 31, 2012						702			1,055
Inventories	935			909		951			909
Deferred income taxes	155			151		159			151
Prepaid expenses	50			53		61			53
Total current assets	2,369			2,723		2,304			2,723
Property, plant and equipment, net of accumulated depreciation of $857 million at March 31, 2013 and $866 million at December 31, 2012	1,084			1,131
Property, plant and equipment, net of accumulated depreciation of $884 million at June 30, 2013 and $866 million at December 31, 2012						1,061			1,131
Cable and satellite television distribution rights, net	722			764		679			764
Goodwill	5,179			5,234		5,170			5,234
Other intangible assets, net	3,461			3,509		3,421			3,509
Other noncurrent assets	83			77		75			77
Total assets	$	12,898		13,438		$	12,710		13,438
Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	11		12		$	11		12
Accounts payable-trade	422			566		444			566
Accrued liabilities	754			955		691			955
Total current liabilities	1,187			1,533		1,146			1,533
Long-term portion of debt and capital lease obligations	3,585			3,465		3,870			3,465
Deferred compensation	11			12		14			12
Deferred income taxes	1,367			1,410		1,347			1,410
Other long-term liabilities	158			184		150			184
Total liabilities	6,308			6,604		6,527			6,604
Equity:
QVC, Inc. shareholder's equity:
Common stock, $0.01 par value	—			—		—			—
Additional paid-in capital	6,676			6,665		6,685			6,665
Accumulated deficit	(312		)	(161	)	(725		)	(161	)
Accumulated other comprehensive income	108			186		98			186
Total QVC, Inc. shareholder's equity	6,472			6,690		6,058			6,690
Noncontrolling interest	118			144		125			144
Total equity	6,590			6,834		6,183			6,834
Total liabilities and equity	$	12,898		13,438		$	12,710		13,438

See accompanying notes to condensed consolidated financial statements.

I-1

QVC, Inc.

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended March 31,					Three months ended June 30,					Six months ended June 30,
(in millions)	2013			2012		2013			2012		2013		2012
Net revenue	$	1,974		1,932		$	1,961		1,974		3,935		3,906
Cost of goods sold	1,252			1,230		1,227			1,234		2,479		2,464
Gross profit	722			702		734			740		1,456		1,442
Operating expenses:
Operating	173			175		171			176		344		351
Selling, general and administrative, including stock-based compensation	155			142		138			134		293		276
Depreciation	30			31		33			33		63		64
Amortization of intangible assets	104			96		107			96		211		192
	462			444		449			439		911		883
Operating income	260			258		285			301		545		559
Other income (expense):
Equity in earnings of investee	1			—
Gain on financial instruments	12			11
Other (expense) income:
Equity in losses of investee						(2		)	—		(1	)	—
Gains on financial instruments						3			13		15		24
Interest expense	(63		)	(55	)	(50		)	(57	)	(113	)	(111	)
Interest income	—			1
Foreign currency (loss) gain	(1		)	6
Foreign currency loss						—			(8	)	(1	)	(2	)
Loss on extinguishment of debt	(41		)	—		(16		)	—		(57	)	—
	(92		)	(37	)	(65		)	(52	)	(157	)	(89	)
Income before income taxes	168			221		220			249		388		470
Income tax expense	(62		)	(82	)	(81		)	(92	)	(143	)	(174	)
Net income	106			139		139			157		245		296
Less net income attributable to the noncontrolling interest	(12		)	(14	)	(13		)	(15	)	(25	)	(29	)
Net income attributable to QVC, Inc. shareholder	$	94		125		$	126		142		220		267

See accompanying notes to condensed consolidated financial statements.

I-2

QVC, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)


	Three months ended March 31,					Three months ended June 30,					Six months ended June 30,
(in millions)	2013			2012		2013			2012		2013		2012
Net income	$	106		139		$	139		157		245		296
Foreign currency translation adjustments	(91		)	13		(16		)	(49	)	(107	)	(36	)
Total comprehensive income	15			152		123			108		138		260
Comprehensive loss (income) attributable to noncontrolling interest	1			(4	)
Comprehensive income attributable to noncontrolling interest						(7		)	(19	)	(6	)	(23	)
Comprehensive income attributable to QVC, Inc. shareholder	$	16		148		$	116		89		132		237

See accompanying notes to condensed consolidated financial statements.

I-3

QVC, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Three months ended March 31,					Six months ended June 30,
(in millions)	2013			2012		2013			2012
Operating activities:
Net income	$	106		139		$	245		296
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of investee	(1		)	—
Equity in losses of investee						1			—
Deferred income taxes	(22		)	(26	)	(52		)	(64	)
Foreign currency loss (gain)	1			(6	)
Foreign currency loss						1			2
Depreciation	30			31		63			64
Amortization of intangible assets	104			96		211			192
Change in fair value of interest rate swaps and noncash interest	(10		)	(9	)
Change in fair value of financial instruments and noncash interest						(11		)	(20	)
Loss on extinguishment of debt	41			—		57			—
Stock-based compensation	10			5		19			13
Change in other long-term liabilities	4			10		2			12
Effects of changes in working capital items	(88		)	161		(94		)	148
Net cash provided by operating activities	175			401		442			643
Investing activities:
Capital expenditures, net	(33		)	(45	)	(75		)	(101	)
Expenditures for cable and satellite television distribution rights, net	(25		)	(2	)	(26		)	(2	)
Cash paid for acquisitions of businesses, net of cash received	—			(16	)
Cash paid for joint ventures and acquisitions of businesses, net of cash received						—			(27	)
Decrease in restricted cash						—			2
Changes in other noncurrent assets	(4		)	—		1			1
Net cash used in investing activities	(62		)	(63	)	(100		)	(127	)
Financing activities:
Principal payments of debt and capital lease obligations	(1,168		)	(319	)	(1,695		)	(779	)
Principal borrowings of debt from senior secured credit facility	240			275		1,053			648
Proceeds from issuance of senior secured notes	1,050			—
Proceeds from issuance of senior secured notes, net of original issue discount						1,050			—
Payment of debt origination fees	(14		)	—		(16		)	—
Payment of bond premium fees	(33		)	—		(46		)	—
Other financing activities	4			—		7			—
Dividends paid to Liberty, net	(244		)	(238	)	(765		)	(458	)
Dividend paid to noncontrolling interest	(25		)	(29	)	(25		)	(29	)
Net cash used in financing activities	(190		)	(311	)	(437		)	(618	)
Effect of foreign exchange rate changes on cash and cash equivalents	(24		)	(9	)	(29		)	(12	)
Net (decrease) increase in cash and cash equivalents	(101		)	18
Net decrease in cash and cash equivalents						(124		)	(114	)
Cash and cash equivalents, beginning of period	540			560		540			560
Cash and cash equivalents, end of period	$	439		578		$	416		446
Effects of changes in working capital items:
Decrease in accounts receivable	$	274		308		$	346		374
Increase in inventories	(36		)	(50	)	(51		)	(19	)
(Increase) decrease in prepaid expenses	(2		)	3
Increase in prepaid expenses						(11		)	(4	)
Decrease in accounts payable‑trade	(130		)	(48	)	(104		)	(86	)
Decrease in accrued liabilities and other	(194		)	(52	)	(274		)	(117	)
Effects of changes in working capital items	$	(88	)	161		$	(94	)	148

See accompanying notes to condensed consolidated financial statements.

I-4

QVC, Inc.

Condensed Consolidated Statements of Equity

(unaudited)


	Common stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive income		Noncontrolling interest		Total equity		Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interest		Total equity
(in millions, except share data)	Shares	Amount		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income		Noncontrolling interest		Total equity		Shares	Amount		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interest		Total equity
Balance, December 31, 2012	1	$	—	6,665		(161	)	186		144		6,834		1	$	—	6,665		(161	)	186		144		6,834
Net income	—	—		—		94		—		12		106		—	—		—		220		—		25		245
Foreign currency translation adjustments	—	—		—		—		(78	)	(13	)	(91	)	—	—		—		—		(88	)	(19	)	(107	)
Dividend paid to Liberty and other	—	—		(3	)	(245	)	—		(25	)	(273	)	—	—		(6	)	(784	)	—		(25	)	(815	)
Tax benefit resulting from exercise of employee stock options	—	—		4		—		—		—		4		—	—		7		—		—		—		7
Stock‑based compensation	—	—		10		—		—		—		10		—	—		19		—		—		—		19
Balance, March 31, 2013	1	$	—	6,676		(312	)	108		118		6,590
Balance, June 30, 2013														1	$	—	6,685		(725	)	98		125		6,183

See accompanying notes to condensed consolidated financial statements.

I-5

QVC, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

QVC, Inc. (unless otherwise indicated or required by the context, the terms "we," "our," "us," the "Company" and "QVC" refer to QVC, Inc. and its consolidated subsidiaries) is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise‑focused televised shopping programs, the internet and mobile applications. In the United States, QVC's live programming is distributed via its nationally televised shopping program 24 hours a day, 364 days per year ("QVC-U.S."). Internationally, QVC's program services are based in Japan ("QVC-Japan"), Germany ("QVC-Germany"), the United Kingdom ("QVC-U.K.") and Italy ("QVC-Italy"). QVC-Japan distributes live programming 24 hours a day, QVC-Germany distributes its program 24 hours a day with 23 hours of live programming and QVC-U.K. distributes its program 24 hours a day with 17 hours of live programming. QVC-Italy distributes programming live for 17 hours a day on satellite and digital terrestrial television and an additional seven hours a day of recorded programming on satellite and seven hours a day of general interest programming on digital terrestrial television.

On July 4, 2012, QVC entered into a joint venture with China Broadcasting Corporation, a limited liability company owned by China National Radio (''CNR''), for a 49% interest in a CNR subsidiary, CNR Home Shopping Co., Ltd. (''CNRS''). CNRS is distributing live programming for 12 hours a day and recorded programming for 12 hours a day. This joint venture is being accounted for as an equity method investment recorded as equity in ~~earnings~~losses of investee in the condensed consolidated statements of operations.

The Company has a venture with Mitsui & Co. LTD ("Mitsui") for a television and multimedia retailing service in Japan. QVC-Japan is owned 60% by the Company and 40% by Mitsui. The Company and Mitsui share in all profits and losses based on their respective ownership interests. During the ~~three~~six months ended ~~March 31,~~June 30, 2013 and 2012, QVC-Japan paid dividends to Mitsui of $25 million and $29 million, respectively.

We are an indirect wholly owned subsidiary of Liberty Interactive Corporation ("Liberty") (Nasdaq: LINTA, LINTB, LVNTA and ~~LINTB)~~LVNTB), which owns interests in a broad range of digital commerce businesses. We are attributed to the Liberty Interactive tracking stock, which tracks the assets and liabilities of Liberty's Interactive Group (the "Interactive Group"). The Interactive Group does not represent a separate legal entity; rather, it represents those businesses, assets and liabilities that are attributed to that group. Liberty attributes to its Interactive Group those businesses primarily focused on digital commerce. Liberty also attributes to its Interactive Group its 37% ownership interest in HSN, Inc., one of our two closest televised shopping competitors.

The condensed consolidated financial statements include the accounts of the Company and its majority‑owned subsidiaries. All significant intercompany accounts and transactions were eliminated in consolidation.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) ~~the~~ interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto contained in QVC's Annual Report on Form 10-K for the year ended December 31, 2012.

I-6

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates include, but are not limited to, sales returns, uncollectible receivables, inventory obsolescence, depreciable lives of fixed assets, internally‑developed software, valuation of acquired intangible assets and goodwill, income taxes and stock‑based compensation.

In February 2013, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU~~Accounting Standards Update ("ASU") No. 2013-02, which amends ~~ASC~~Accounting Standards Codification ("ASC") Topic 220, Comprehensive Income and requires that companies present information about reclassification adjustments from accumulated other comprehensive income in their interim and annual financial statements. The standard requires that companies present either in a single note, or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies will instead cross reference to the related footnote for additional information. QVC adopted this guidance as of January 1, 2013, and adoption did not have an impact on ~~the~~ QVC's condensed consolidated financial position, results of operations or cash flows.

Certain prior period amounts have been reclassified to conform with current period presentation.

(2) Cable and Satellite Television Distribution Rights, Net

Cable and satellite television distribution rights consisted of the following:


	March 31,			December 31,		June 30,			December 31,
(in millions)	2013			2012		2013			2012
Cable and satellite television distribution rights	$	2,276		2,304		$	2,276		2,304
Less accumulated amortization	(1,554		)	(1,540	)	(1,597		)	(1,540	)
Cable and satellite television distribution rights, net	$	722		764		$	679		764

~~The Company recorded amortization~~Amortization expense offor cable and satellite television distribution rights was $4244 million and $4140 million for the three months ended ~~March 31,~~June 30, 2013 and 2012, ~~respectively, related to~~respectively. For the six months ended June 30, 2013 and 2012, amortization expense for cable and satellite television distribution ~~rights.~~rights was $86 million and $81 million, respectively.

As of ~~March 31,~~June 30, 2013, related amortization expense for each of the next five years ended December 31 was as follows (in millions):


Remainder of 2013	$	130	$	87
2014	168		168
2015	162		162
2016	161		161
2017	111		111

(3) Goodwill

The changes in the carrying amount of goodwill were as follows:


(in millions)	QVC-U.S.		QVC-U.K.		QVC-Germany		QVC-Japan		QVC-Italy		Total		QVC-U.S.		QVC-Japan		QVC-Germany		QVC-U.K.		QVC-Italy		Total
Balance as of December 31, 2012	$	4,190	212		334		349		149		5,234		$	4,190	349		334		212		149		5,234
Exchange rate fluctuations	—		(14	)	(9	)	(28	)	(4	)	(55	)	—		(44	)	(4	)	(14	)	(2	)	(64	)
Balance as of March 31, 2013	$	4,190	198		325		321		145		5,179
Balance as of June 30, 2013													$	4,190	305		330		198		147		5,170

I-7

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(4) Other Intangible Assets, Net

Other intangible assets consisted of the following:


	March 31,				December 31,
	2013				2012			June 30, 2013				December 31, 2012
(in millions)	Gross cost		Accumulated amortization		Gross cost	Accumulated amortization		Gross cost		Accumulated amortization		Gross cost	Accumulated amortization
Purchased and internally developed software	$	554	(340	)	575	(352	)	$	574	(355	)	575	(352	)
Affiliate and customer relationships	2,435		(1,661	)	2,445	(1,624	)	2,438		(1,706	)	2,445	(1,624	)
Debt origination fees	62		(18	)	54	(18	)	52		(10	)	54	(18	)
Trademarks (indefinite life)	2,429		—		2,429	—		2,428		—		2,429	—
	$	5,480	(2,019	)	5,503	(1,994	)	$	5,492	(2,071	)	5,503	(1,994	)

~~The Company recorded amortization~~Amortization expense offor other intangible assets was $6263 million and $5556 million for the three months ended ~~March 31,~~June 30, 2013 and 2012, ~~respectively, related to~~respectively. For the six months ended June 30, 2013 and 2012, amortization expense for other intangible ~~assets.~~assets was $125 million and $111 million, respectively.

As of ~~March 31,~~June 30, 2013, the related amortization expense and interest expense for each of the next five years ended December 31 was as follows (in millions):


Remainder of 2013	$	205	$	139
2014	261		268
2015	237		244
2016	185		196
2017	120		121

(5) Accrued Liabilities

Accrued liabilities consisted of the following:


	March 31,		December 31,	June 30,		December 31,
(in millions)	2013		2012	2013		2012
Accounts payable non-trade	$	195	264	$	202	264
Accrued compensation and benefits	93		100	95		100
Income taxes	95		154
Deferred revenue				79		85
Allowance for sales returns	69		92	73		92
Deferred revenue	67		85
Accrued interest	67		50	49		50
Liability for consigned goods sold	57		56	48		56
Income taxes				40		154
Sales and other taxes	40		62	39		62
Other	71		92	66		92
	$	754	955	$	691	955

I-8

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(6) Long-Term Debt and Interest Rate Swap Arrangements

Long-term debt consisted of the following:


	March 31,			December 31,		June 30,			December 31,
(in millions)	2013			2012		2013			2012
7.125% Senior Secured Notes due 2017	$	376		500		$	—		500
7.5% Senior Secured Notes due 2019, net of original issue discount	760			988		760			988
7.375% Senior Secured Notes due 2020	500			500		500			500
5.125% Senior Secured Notes due 2022	500			500		500			500
4.375% Senior Secured Notes due 2023, net of original issue discount	750			—		750			—
5.95% Senior Secured Notes due 2043, net of original issue discount	300			—		300			—
Senior secured credit facility	328			903		990			903
Capital lease obligations	82			86		81			86
Total debt	3,596			3,477		3,881			3,477
Less current portion	(11		)	(12	)	(11		)	(12	)
Long-term portion of debt and capital lease obligations	$	3,585		3,465		$	3,870		3,465

Senior Secured Credit Facility

On March 1, 2013, we amended and restated our senior secured credit facility, which provides for a $2.0 billion revolving credit facility with a $250 million sub-limit for standby letters of credit and $1.0 billion of uncommitted incremental revolving loan commitments or incremental term loans. QVC may elect that the loans extended under the senior secured credit facility bear interest at a rate per annum equal to the ABR Rate or LIBOR, as each is defined in the senior secured credit facility agreement, plus a margin of 0.25% to 2.00% depending on various factors. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid on the revolving credit facility may be reborrowed. Payment of loans may be accelerated following certain customary events of default. The senior secured credit facility is a multi-currency facility. The senior secured credit facility is secured by the stock of QVC. ~~QVC~~We had $~~1.7~~1.0 billion available under the terms of the senior secured credit facility at ~~March 31,~~June 30, 2013. The interest rate on the senior secured credit facility was 1.7% at ~~March 31,~~June 30, 2013.

The purpose of the amendment was to, among other things, extend the maturity of our senior secured credit facility to March 1, 2018 and lower the interest rate on borrowings.

The senior secured credit facility contains certain affirmative and negative covenants, including certain restrictions with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting QVC's ratio of consolidated total debt to consolidated Adjusted OIBDA.

Senior Secured Notes

On March 4, 2013, QVC announced the commencement of cash tender offers (the "Offers") for any and all of its outstanding $500 million in aggregate principal amount of 7.125% Senior Secured Notes due 2017 and up to $250 million in aggregate principal amount of its 7.5% Senior Secured Notes due 2019. On March 18, 2013, $124 million of the 7.125% Senior Secured Notes due 2017 were tendered pursuant to the Offers, whereby holders of the 7.125% Senior Secured Notes due 2017 received consideration of $1,039.40 for each $1,000 principal amount of tendered 7.125% Senior Secured Notes due 2017. On March 18, 2013, $231 million of the 7.5% Senior Secured Notes due 2019 were tendered pursuant to the Offers, whereby holders of the 7.5% Senior Secured Notes due 2019 received consideration of $1,120 for each $1,000 principal amount of tendered 7.5% Senior Secured Notes due 2019.

On April 17, 2013, QVC completed the redemption of the remaining $376 million principal amount of its 7.125% Senior Secured Notes due 2017, ~~using a combination~~whereby holders received consideration of ~~borrowings on the senior secured credit facility and cash on hand.~~$1,035.63 for each $1,000 principal amount of tendered 7.125% Senior Secured Notes due 2017.

I-9

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

On March 18, 2013, QVC issued $750 million principal amount of 4.375% Senior Secured Notes due 2023 at an issue price of 99.968% and issued $300 million principal amount of 5.95% Senior Secured Notes due 2043 at an issue price of 99.973%. These notes are secured by the stock of QVC, pari passu with the senior secured credit facility and QVC's existing notes. Interest is payable semi-annually.

The net proceeds from the issuance of these instruments were used to reduce the outstanding principal under QVC's existing 7.125% Senior Secured Notes due 2017, the 7.5% Senior Secured Notes due 2019 and the senior secured credit facility, as well as for general corporate purposes.

Additionally, as a result of these refinancing transactions, ~~in the first quarter,~~ we incurred an extinguishment loss of $4157 million for the six months ended June 30, 2013, recorded as loss on extinguishment of debt in the condensed consolidated statements of operations.

Interest Rate Swap Arrangements

In March 2013, QVC's notional interest rate swaps of $3.1 billion expired. These swap arrangements did not qualify as cash flow hedges under U.S. GAAP. Accordingly, changes in the fair value of the swaps were reflected in gain on financial instruments in the accompanying condensed consolidated statements of operations. ~~We recorded a~~ ~~$12 million~~ ~~and an~~ ~~$11 million~~ ~~gain on financial instruments for~~ ~~three months ended March 31, 2013 and 2012, respectively.~~

At December 31, 2012, the fair value of the swap instruments was a net liability position of $12 million, of which $13 million was included in accrued liabilities, offset by $1 million included in prepaid expenses in the condensed consolidated balance sheet.

Other Debt Related Information

QVC was in compliance with all of its debt covenants at ~~March 31,~~June 30, 2013.

During the quarter, there were no significant changes to QVC's debt credit ratings.

The weighted average rate applicable to all of the outstanding debt (excluding capital leases) was ~~5.8%~~4.9% as of ~~March 31,~~June 30, 2013.

(7) Leases and Transponder Service Arrangements

Future minimum payments under noncancelable operating leases and capital transponder leases with initial terms of one year or more at ~~March 31,~~June 30, 2013 consisted of the following:


(in millions)	Capital transponders		Operating leases	Capital transponders		Operating leases
Remainder of 2013	$	11	16	$	7	12
2014	11		15	12		16
2015	11		12	11		14
2016	10		8	10		10
2017	10		7	10		9
Thereafter	38		96	38		101
Total	$	91	154	$	88	162

The Company has entered into ten separate agreements with transponder suppliers to transmit its signals in the U.S., Germany and the U.K. via various satellites at an aggregate monthly cost of $1 million. Depreciation expense related to the transponders was $43 million and $43 million for the three months ended ~~March 31,~~June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, depreciation expense related to the transponders was $6 million and $7 million, respectively. Total future minimum capital lease payments of $9188 million include $97 million of imputed interest. Our transponder service agreement for our U.S. transponders expires at the earlier of the end of the lives of the satellites or the service agreement, which are currently estimated to be ~~2020.~~either 2019 or 2020, respectively. Our transponder service agreements for our international transponders expire between 2013 and 2022.

I-10

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Expenses for operating leases, principally for data processing equipment and facilities and for satellite uplink service agreements, amounted to $86 million and $710 million for the three months ended ~~March 31,~~June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, expenses for operating leases were $14 million and $17 million, respectively.

I-10

~~QVC, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

(8) Income Taxes

The Company calculates its interim income tax provision by applying its best estimate of the annual expected effective tax rate to its ordinary year-to-date income or loss. The tax or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on the prior quarters is included in the tax expense for the current quarter.

For the three ~~month period~~months ended ~~March 31,~~June 30, 2013, the Company recorded a tax provision of $6281 million, which represented an effective tax rate of ~~36.9%~~36.8%. For the ~~three month period~~six months ended ~~March 31, 2012~~June 30, 2013, the Company recorded a tax provision of $82143 million, which represented an effective tax rate of ~~37.1%~~36.9%. These rates differ from the U.S. federal income tax rate of 35.0% due primarily to state tax expense.

The Company's tax years 2013 and 2012 are currently under examination by the Internal Revenue ~~Service (“IRS”).~~Service. The Company files Federal tax returns on a consolidated basis with its parent company, Liberty. The Company, or one of its subsidiaries, files income tax returns in various states and foreign jurisdictions. As of ~~March 31,~~June 30, 2013, the Company, or one of its subsidiaries, was under examination in California, Minnesota, New Jersey, New York, New York City ~~North Carolina~~ and Pennsylvania, as well as in ~~Japan,~~ Germany and the U.K.

The amounts of the tax-related balances due tofrom (to) Liberty at ~~March 31,~~June 30, 2013 and December 31, 2012 were $561 million and $70(70) million, respectively, and were included in accrued liabilities in the accompanying condensed consolidated balance sheets.

The Company entered into a Tax Liability Allocation and Indemnification Agreement (the “Agreement”), dated April 26, 2004, with ~~Liberty Interactive LLC.~~Liberty. The Agreement establishes the methodology for the calculation and payment of income taxes in connection with the consolidation of the Company with Liberty for income tax purposes. Generally, the Agreement provides that the Company will pay Liberty ~~Interactive LLC~~ an amount equal to the tax liability, if any, that it would have if it were to file as a consolidated group separate and apart from Liberty, with exceptions for the treatment and timing of certain items, including but not limited to deferred intercompany transactions, credits, and net operating and capital losses. To the extent that the separate company tax expense is different from the payment terms of the Agreement, the difference is recorded as either a dividend or capital contribution.

(9) Commitments and Contingencies

The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that the amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

I-11

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Network and information systems, including the internet and telecommunication systems, third party delivery services and other technologies are critical to our business activities. Substantially all our customer orders, fulfillment and delivery services are dependent upon the use of network and information systems, including the use of third party telecommunication and delivery service providers. If information systems including the internet or telecommunication services are disrupted, or if the third party delivery services experience a disruption in their transportation delivery services, we could face a significant disruption in fulfilling our customer orders and shipment of our products. We have active disaster recovery programs in place to help mitigate risks associated with these critical business activities.

I-11

~~QVC, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

(10) Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported or disclosed at fair value, U.S. GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

The Company's assets and liabilities measured or disclosed at fair value were as follows:


			Fair value measurements at March 31, 2013 using					Fair value measurements at June 30, 2013 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)	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	$	314	314	—	—	$	325	325	—	—
Long-term liabilities:
Debt (note 6)	3,703		—	3,703	—	3,843		—	3,843	—



			Fair value measurements at December 31, 2012 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)
Curret assets:
Cash equivalents	$	424	424	—	—
Interest rate swap arrangements (note 6)	1		—	1	—
Current liabilities:
Interest rate swap arrangements (note 6)	13		—	13	—
Long-term liabilities
Debt (note 6)	3,626		—	3,626	—

The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices that are not considered to be traded on “active markets,” as defined in U.S. GAAP. Accordingly, the financial instruments are reported in the foregoing tables as Level 2 fair value instruments.

I-12

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

U.S. GAAP requires the incorporation of a credit risk valuation adjustment in the Company's fair value measurements to estimate the impact of both its own nonperformance risk and the nonperformance risk of its counterparties. The Company estimates credit risk associated with its own and its counterparties' nonperformance primarily by using observable credit default swap rates for terms similar to those of the remaining life of the instrument, adjusted for any master netting arrangements or other factors that provide an estimate of nonperformance risk. These are Level 3 inputs. However, as the credit risk valuation adjustments were not significant, the Company reported its interest rate swaps as Level 2. The counterparties to the Company's interest rate swap arrangements were all major international financial institutions.

I-12

~~QVC, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

(11) Information about QVC's Operating Segments

Each of the Company's operating segments are retailers of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised-shopping programs as well as via the internet and mobile applications in certain markets. The Company has operations in the United States, Japan, Germany, the United Kingdom and Italy. As such, the Company has identified five reportable segments: the United States, Japan, Germany, the United Kingdom and Italy.

The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as net revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per subscriber equivalent. The Company defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation). The Company believes this measure is an important indicator of the operational strength and performance of its segments, including the ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking among our businesses and identify strategies to improve performance. This measure of performance excludes depreciation, amortization and stock-based compensation, that are included in the measurement of operating income pursuant to U.S. GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. GAAP.

Performance measures


	Three months ended March 31,				Three months ended March 31,			Three months ended June 30,							Six months ended June 30,
	2013				2012			2013				2012			2013			2012
(in millions)	Net revenue		Adjusted OIBDA		Net revenue	Adjusted OIBDA		Net revenue		Adjusted OIBDA		Net revenue	Adjusted OIBDA		Net revenue	Adjusted OIBDA		Net revenue	Adjusted OIBDA
QVC-U.S.	$	1,297	291		1,240	270		$	1,312	320		1,280	315		2,609	611		2,520	585
QVC-Japan	256		54		289	63		260		57		310	70		516	111		599	133
QVC-Germany	250		43		247	46		207		35		210	39		457	78		457	85
QVC-U.K.	140		19		140	20		153		26		156	21		293	45		296	41
QVC-Italy	31		(3	)	16	(9	)	29		(4	)	18	(7	)	60	(7	)	34	(16	)
Consolidated QVC	$	1,974	404		1,932	390		$	1,961	434		1,974	438		3,935	838		3,906	828

Net revenue amounts by product category are not available from our general purpose financial statements.

~~Other information~~

Three months ended March 31, Three months ended March 31,
2013 2012
(in millions) Depreciation
Amortization
Depreciation
Amortization
QVC-U.S. $ 13
88
13
80
QVC-Japan 3
2
4
3
QVC-Germany 8
9
9
8
QVC-U.K. 4
3
3
3
QVC-Italy 2
2
2
2
Consolidated QVC $ 30
104
31
96

I-13

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Other information


	March 31,			December 31,		Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012		2013		2012
(in millions)	Total assets		Capital expenditures	Total assets	Capital expenditures	Depreciation		Amortization	Depreciation	Amortization	Depreciation	Amortization	Depreciation	Amortization
QVC-U.S.	$	10,216	14	10,541	88	$	14	91	13	82	27	179	26	162
QVC-Japan	819		11	969	105	5		2	4	2	8	4	8	5
QVC-Germany	1,043		5	1,064	25	8		9	8	8	16	18	17	16
QVC-U.K.	581		2	619	22	5		3	7	3	9	6	10	6
QVC-Italy	239		1	245	6	1		2	1	1	3	4	3	3
Consolidated QVC	$	12,898	33	13,438	246	$	33	107	33	96	63	211	64	192



	June 30, 2013			December 31, 2012
(in millions)	Total assets		Capital expenditures	Total assets	Capital expenditures
QVC-U.S.	$	10,047	37	10,541	88
QVC-Japan	789		13	969	105
QVC-Germany	1,037		14	1,064	25
QVC-U.K.	585		6	619	22
QVC-Italy	252		5	245	6
Consolidated QVC	$	12,710	75	13,438	246

Long-lived assets, net of accumulated depreciation, by geographic area were as follows:


	March 31,		December 31,	June 30,		December 31,
(in millions)	2013		2012	2013		2012
QVC-U.S.	$	422	429	$	417	429
QVC-Japan	264		280	245		280
QVC-Germany	235		247	238		247
QVC-U.K.	119		128	116		128
QVC-Italy	44		47	45		47
Consolidated QVC	$	1,084	1,131	$	1,061	1,131

The following table provides a reconciliation of Adjusted OIBDA to income before income taxes:


	Three months ended March 31,					Three months ended June 30,					Six months ended June 30,
(in millions)	2013			2012		2013			2012		2013		2012
Adjusted OIBDA	$	404		390		$	434		438		838		828
Stock‑based compensation	(10		)	(5	)	(9		)	(8	)	(19	)	(13	)
Depreciation and amortization	(134		)	(127	)	(140		)	(129	)	(274	)	(256	)
Equity in earnings of investee	1			—
Gain on financial instruments	12			11
Equity in losses of investee						(2		)	—		(1	)	—
Gains on financial instruments						3			13		15		24
Interest expense	(63		)	(55	)	(50		)	(57	)	(113	)	(111	)
Interest income	—			1
Foreign currency (loss) gain	(1		)	6
Foreign currency loss						—			(8	)	(1	)	(2	)
Loss on extinguishment of debt	(41		)	—		(16		)	—		(57	)	—
Income before income taxes	$	168		221		$	220		249		388		470

I-14

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(12) Other Comprehensive Income

The change in the component of accumulated other comprehensive income, net of taxes ("AOCI"), is summarized as follows:

(in millions) Foreign currency translation adjustments AOCI
Balance at January 1, 2012 $ 194
194
Other comprehensive income attributable to QVC, Inc. shareholder 23
23
Balance at March 31, 2012 217
217

Balance at January 1, 2013 $ 186
186
Other comprehensive income attributable to QVC, Inc. shareholder (78 ) (78 )
Balance at March 31, 2013 108
108



(in millions)	Foreign currency translation adjustments			AOCI
Balance at January 1, 2012	$	194		194
Other comprehensive loss attributable to QVC, Inc. shareholder	(30		)	(30	)
Balance at June 30, 2012	164			164

Balance at January 1, 2013	$	186		186
Other comprehensive loss attributable to QVC, Inc. shareholder	(88		)	(88	)
Balance at June 30, 2013	98			98

The component of other comprehensive income is reflected in QVC's condensed consolidated statements of comprehensive income, net of taxes. The following table summarizes the tax effects related to the component of other comprehensive income:

(in millions) Before-tax amount Tax (expense) benefit Net-of-tax amount
Three months ended March 31, 2013:

Foreign currency translation adjustments $ (116 ) 25
(91 )
Other comprehensive income (loss) (116 ) 25
(91 )

Three months ended March 31, 2012:

Foreign currency translation adjustments $ 17
(4 ) 13
Other comprehensive income (loss) 17
(4 ) 13



(in millions)	Before-tax amount			Tax (expense) benefit		Net-of-tax amount
Three months ended June 30, 2013:
Foreign currency translation adjustments	$	(13	)	(3	)	(16	)
Other comprehensive loss	(13		)	(3	)	(16	)

Three months ended June 30, 2012:
Foreign currency translation adjustments	$	(65	)	16		(49	)
Other comprehensive (loss) income	(65		)	16		(49	)

Six months ended June 30, 2013:
Foreign currency translation adjustments	$	(129	)	22		(107	)
Other comprehensive (loss) income	(129		)	22		(107	)

Six months ended June 30, 2012:
Foreign currency translation adjustments	$	(48	)	12		(36	)
Other comprehensive (loss) income	(48		)	12		(36	)

(13) Subsequent Events

~~On April 17, 2013, QVC completed the redemption of the remaining~~ ~~$376 million~~ ~~principal amount of its 7.125% Senior Secured Notes due 2017 using a combination of borrowings on the senior secured credit facility and cash on hand.~~

QVC declared and paid cash dividends to Liberty in the amount of $5083 million subsequent to ~~March 31,~~June 30, 2013.

I-15

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(14) Guarantor/Non-guarantor Subsidiary Financial Information

The following information contains the condensed consolidating financial statements for the Company, the parent on a stand-alone basis (QVC, Inc.), the combined subsidiary guarantors (Affiliate Relations Holdings, Inc.; Affiliate Investment, Inc.; AMI 2, Inc.; ER Marks, Inc.; QVC International LLC; QVC Rocky Mount, Inc. and QVC San Antonio, LLC) and the combined non-guarantor subsidiaries pursuant to Rule 3-10 of Regulation S-X. Certain non-guarantor subsidiaries are majority owned by QVC International LLC, which is a guarantor subsidiary.

These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, such as management fees, royalty revenue and expense and interest income and expense. Goodwill and other intangible assets have been allocated to the subsidiaries based on management’s estimates. Certain costs have been partially allocated to all of the subsidiaries of the Company.

The subsidiary guarantors are 100% owned by the Company. All guarantees are full and unconditional and are joint and several. There are no significant restrictions on the ability of the Company to obtain funds from its U.S. subsidiaries, including the guarantors, by dividend or loan. The Company has not presented separate notes and other disclosures concerning the subsidiary guarantors as the Company has determined that such material information is available in the notes to the Company’s condensed consolidated financial statements.

I-15

~~QVC, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

~~Condensed consolidated balance sheets~~

March 31, 2013
(in millions) Parent
issuer-
QVC, Inc.
Combined
subsidiary
guarantors
Combined
non-guarantor
subsidiaries
Eliminations
Consolidated-
QVC, Inc. and
subsidiaries
Assets
Current assets:

Cash and cash equivalents $ 3
168
268
—
439
Restricted cash 13
—
2
—
15
Accounts receivable, net 532
—
243
—
775
Inventories 699
—
236
—
935
Deferred income taxes 135
—
20
—
155
Prepaid expenses 22
—
28
—
50
Total current assets 1,404
168
797
—
2,369
Property, plant and equipment, net 243
66
775
—
1,084
Cable and satellite television distribution rights, net —
589
133
—
722
Goodwill 4,169
—
1,010
—
5,179
Other intangible assets, net 1,245
2,049
167
—
3,461
Other noncurrent assets 16
—
67
—
83
Investments in subsidiaries 3,599
1,750
—
(5,349 ) —
Total assets $ 10,676
4,622
2,949
(5,349 ) 12,898
Liabilities and equity
Current liabilities:

Current portion of debt and capital lease obligations $ 2
—
9
—
11
Accounts payable-trade 210
—
212
—
422
Accrued liabilities 264
95
395
—
754
Intercompany accounts (receivable) payable (368 ) (315 ) 683
—
—
Total current liabilities 108
(220 ) 1,299
—
1,187
Long-term portion of debt and capital lease obligations 3,527
—
58
—
3,585
Deferred compensation 10
—
1
—
11
Deferred income taxes 423
952
(8 ) —
1,367
Other long-term liabilities 136
—
22
—
158
Total liabilities 4,204
732
1,372
—
6,308
Equity:

QVC, Inc. shareholder's equity 6,472
3,890
1,459
(5,349 ) 6,472
Noncontrolling interest —
—
118
—
118
Total equity 6,472
3,890
1,577
(5,349 ) 6,590
Total liabilities and equity $ 10,676
4,622
2,949
(5,349 ) 12,898

I-16

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated balance sheets


December 31, 2012
June 30, 2013										June 30, 2013
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries	Eliminations		Consolidated- QVC, Inc. and subsidiaries	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Assets
Current assets:
Cash and cash equivalents	$	75		165		300	—		540	$	8		164		244		—		416
Restricted cash	13			—		2	—		15	13			—		2		—		15
Accounts receivable, net	747			—		308	—		1,055	460			—		242		—		702
Inventories	691			—		218	—		909	687			—		264		—		951
Deferred income taxes	131			—		20	—		151	137			—		22		—		159
Prepaid expenses	19			—		34	—		53	21			—		40		—		61
Total current assets	1,676			165		882	—		2,723	1,326			164		814		—		2,304
Property, plant and equipment, net	247			67		817	—		1,131	242			64		755		—		1,061
Cable and satellite television distribution rights, net	—			618		146	—		764	—			554		125		—		679
Goodwill	4,169			—		1,065	—		5,234	4,169			—		1,001		—		5,170
Other intangible assets, net	1,280			2,049		180	—		3,509	1,206			2,049		166		—		3,421
Other noncurrent assets	14			—		63	—		77	10			—		65		—		75
Investments in subsidiaries	3,789			1,838		—	(5,627	)	—	3,586			1,715		—		(5,301	)	—
Total assets	$	11,175		4,737		3,153	(5,627	)	13,438	$	10,539		4,546		2,926		(5,301	)	12,710
Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	2		—		10	—		12	$	2		—		9		—		11
Accounts payable-trade	324			—		242	—		566	236			—		208		—		444
Accrued liabilities	402			106		447	—		955	232			45		414		—		691
Intercompany accounts (receivable) payable	(226		)	(411	)	637	—		—	(364		)	(309	)	673		—		—
Total current liabilities	502			(305	)	1,336	—		1,533	106			(264	)	1,304		—		1,146
Long-term portion of debt and capital lease obligations	3,404			—		61	—		3,465	3,813			—		57		—		3,870
Deferred compensation	11			—		1	—		12	13			—		1		—		14
Deferred income taxes	431			964		15	—		1,410	417			944		(14	)	—		1,347
Other long-term liabilities	137			17		30	—		184	132			—		18		—		150
Total liabilities	4,485			676		1,443	—		6,604	4,481			680		1,366		—		6,527
Equity:
QVC, Inc. shareholder's equity	6,690			4,061		1,566	(5,627	)	6,690	6,058			3,866		1,435		(5,301	)	6,058
Noncontrolling interest	—			—		144	—		144	—			—		125		—		125
Total equity	6,690			4,061		1,710	(5,627	)	6,834	6,058			3,866		1,560		(5,301	)	6,183
Total liabilities and equity	$	11,175		4,737		3,153	(5,627	)	13,438	$	10,539		4,546		2,926		(5,301	)	12,710

I-17

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated ~~statements of operations~~balance sheets

Three months ended March 31, 2013
(in millions) Parent
issuer-
QVC, Inc.
Combined
subsidiary
guarantors
Combined
non-guarantor
subsidiaries
Eliminations
Consolidated-
QVC, Inc. and
subsidiaries
Net revenue $ 1,368
183
654
(231 ) 1,974
Cost of goods sold 854
25
434
(61 ) 1,252
Gross profit 514
158
220
(170 ) 722
Operating expenses:

Operating 45
46
82
—
173
Selling, general and administrative, including stock-based compensation 235
—
90
(170 ) 155
Depreciation 10
1
19
—
30
Amortization of intangible assets 51
34
19
—
104
Intercompany management expense (income) 17
(4 ) (13 ) —
—

358
77
197
(170 ) 462
Operating income 156
81
23
—
260
Other income (expense):

Equity in earnings of investee —
—
1
—
1
Gain on financial instruments 12
—
—
—
12
Interest expense (62 ) —
(1 ) —
(63 )
Foreign currency (loss) gain (1 ) (1 ) 1
—
(1 )
Loss on extinguishment of debt (41 ) —
—
—
(41 )
Intercompany interest (expense) income (3 ) 12
(9 ) —
—

(95 ) 11
(8 ) —
(92 )
Income before income taxes 61
92
15
—
168
Income tax expense (10 ) (28 ) (24 ) —
(62 )
Equity in earnings of subsidiaries, net of tax 55
16
—
(71 ) —
Net income (loss) 106
80
(9 ) (71 ) 106
Less net income attributable to the noncontrolling interest (12 ) —
(12 ) 12
(12 )
Net income (loss) attributable to QVC, Inc. shareholder $ 94
80
(21 ) (59 ) 94



December 31, 2012
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries	Eliminations		Consolidated- QVC, Inc. and subsidiaries
Assets
Current assets:
Cash and cash equivalents	$	75		165		300	—		540
Restricted cash	13			—		2	—		15
Accounts receivable, net	747			—		308	—		1,055
Inventories	691			—		218	—		909
Deferred income taxes	131			—		20	—		151
Prepaid expenses	19			—		34	—		53
Total current assets	1,676			165		882	—		2,723
Property, plant and equipment, net	247			67		817	—		1,131
Cable and satellite television distribution rights, net	—			618		146	—		764
Goodwill	4,169			—		1,065	—		5,234
Other intangible assets, net	1,280			2,049		180	—		3,509
Other noncurrent assets	14			—		63	—		77
Investments in subsidiaries	3,789			1,838		—	(5,627	)	—
Total assets	$	11,175		4,737		3,153	(5,627	)	13,438
Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	2		—		10	—		12
Accounts payable-trade	324			—		242	—		566
Accrued liabilities	402			106		447	—		955
Intercompany accounts (receivable) payable	(226		)	(411	)	637	—		—
Total current liabilities	502			(305	)	1,336	—		1,533
Long-term portion of debt and capital lease obligations	3,404			—		61	—		3,465
Deferred compensation	11			—		1	—		12
Deferred income taxes	431			964		15	—		1,410
Other long-term liabilities	137			17		30	—		184
Total liabilities	4,485			676		1,443	—		6,604
Equity:
QVC, Inc. shareholder's equity	6,690			4,061		1,566	(5,627	)	6,690
Noncontrolling interest	—			—		144	—		144
Total equity	6,690			4,061		1,710	(5,627	)	6,834
Total liabilities and equity	$	11,175		4,737		3,153	(5,627	)	13,438

I-18

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of operations


Three months ended March 31, 2012
Three months ended June 30, 2013												Three months ended June 30, 2013
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries		Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	1,310		172		672		(222	)	1,932		$	1,384		182		623		(228	)	1,961
Cost of goods sold	822			28		439		(59	)	1,230		836			23		427		(59	)	1,227
Gross profit	488			144		233		(163	)	702		548			159		196		(169	)	734
Operating expenses:
Operating	42			44		89		—		175		47			48		76		—		171
Selling, general and administrative, including stock-based compensation	224			1		80		(163	)	142		227			—		80		(169	)	138
Depreciation	9			1		21		—		31		9			2		22		—		33
Amortization of intangible assets	48			32		16		—		96		51			36		20		—		107
Intercompany management (income) expense	(4		)	3		1		—		—
Intercompany management expense (income)												15			(4	)	(11	)	—		—
	319			81		207		(163	)	444		349			82		187		(169	)	449
Operating income	169			63		26		—		258		199			77		9		—		285
Other income (expense):
Gain on financial instruments	11			—		—		—		11
Interest expense	(55		)	—		—		—		(55	)
Interest income	—			—		1		—		1
Other (expense) income:
Equity in losses of investee												—			—		(2	)	—		(2	)
Gains on financial instruments												—			—		3		—		3
Interest (expense) income												(50		)	(1	)	1		—		(50	)
Foreign currency (loss) gain	(2		)	4		4		—		6		(1		)	—		1		—		—
Loss on extinguishment of debt												(16		)	—		—		—		(16	)
Intercompany interest (expense) income	(3		)	13		(10	)	—		—		(4		)	12		(8	)	—		—
	(49		)	17		(5	)	—		(37	)	(71		)	11		(5	)	—		(65	)
Income before income taxes	120			80		21		—		221		128			88		4		—		220
Income tax expense	(34		)	(25	)	(23	)	—		(82	)	(21		)	(32	)	(28	)	—		(81	)
Equity in earnings of subsidiaries, net of tax	53			12		—		(65	)	—		32			11		—		(43	)	—
Net income (loss)	139			67		(2	)	(65	)	139		139			67		(24	)	(43	)	139
Less net income attributable to the noncontrolling interest	(14		)	—		(14	)	14		(14	)	(13		)	—		(13	)	13		(13	)
Net income (loss) attributable to QVC, Inc. shareholder	$	125		67		(16	)	(51	)	125		$	126		67		(37	)	(30	)	126

I-19

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of operations



Three months ended June 30, 2012
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	1,352		182		670		(230	)	1,974
Cost of goods sold	830			27		437		(60	)	1,234
Gross profit	522			155		233		(170	)	740
Operating expenses:
Operating	45			47		84		—		176
Selling, general and administrative, including stock-based compensation	217			—		87		(170	)	134
Depreciation	9			1		23		—		33
Amortization of intangible assets	48			33		15		—		96
Intercompany management expense (income)	44			(18	)	(26	)	—		—
	363			63		183		(170	)	439
Operating income	159			92		50		—		301
Other income (expense):
Gains on financial instruments	12			—		1		—		13
Interest expense	(56		)	—		(1	)	—		(57	)
Foreign currency loss	(3		)	(5	)	—		—		(8	)
Intercompany interest (expense) income	(3		)	12		(9	)	—		—
	(50		)	7		(9	)	—		(52	)
Income before income taxes	109			99		41		—		249
Income tax expense	(29		)	(29	)	(34	)	—		(92	)
Equity in earnings of subsidiaries, net of tax	77			17		—		(94	)	—
Net income (loss)	157			87		7		(94	)	157
Less net income attributable to the noncontrolling interest	(15		)	—		(15	)	15		(15	)
Net income (loss) attributable to QVC, Inc. shareholder	$	142		87		(8	)	(79	)	142

I-20

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of operations



Six months ended June 30, 2013
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	2,752		365		1,277		(459	)	3,935
Cost of goods sold	1,690			49		860		(120	)	2,479
Gross profit	1,062			316		417		(339	)	1,456
Operating expenses:
Operating	92			93		159		—		344
Selling, general and administrative, including stock-based compensation	463			—		169		(339	)	293
Depreciation	19			3		41		—		63
Amortization of intangible assets	102			70		39		—		211
Intercompany management expense (income)	32			(7	)	(25	)	—		—
	708			159		383		(339	)	911
Operating income	354			157		34		—		545
Other income (expense):
Equity in losses of investee	—			—		(1	)	—		(1	)
Gains on financial instruments	12			—		3		—		15
Interest expense	(112		)	(1	)	—		—		(113	)
Foreign currency (loss) gain	(2		)	(1	)	2		—		(1	)
Loss on extinguishment of debt	(57		)	—		—		—		(57	)
Intercompany interest (expense) income	(7		)	25		(18	)	—		—
	(166		)	23		(14	)	—		(157	)
Income before income taxes	188			180		20		—		388
Income tax expense	(32		)	(60	)	(51	)	—		(143	)
Equity in earnings of subsidiaries, net of tax	89			26		—		(115	)	—
Net income (loss)	245			146		(31	)	(115	)	245
Less net income attributable to the noncontrolling interest	(25		)	—		(25	)	25		(25	)
Net income (loss) attributable to QVC, Inc. shareholder	$	220		146		(56	)	(90	)	220

I-21

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of operations



Six months ended June 30, 2012
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	2,662		354		1,342		(452	)	3,906
Cost of goods sold	1,653			54		876		(119	)	2,464
Gross profit	1,009			300		466		(333	)	1,442
Operating expenses:
Operating	88			92		171		—		351
Selling, general and administrative, including stock-based compensation	440			—		169		(333	)	276
Depreciation	17			2		45		—		64
Amortization of intangible assets	96			65		31		—		192
Intercompany management expense (income)	40			(15	)	(25	)	—		—
	681			144		391		(333	)	883
Operating income	328			156		75		—		559
Other income (expense):
Gains on financial instruments	24			—		—		—		24
Interest expense	(111		)	—		—		—		(111	)
Foreign currency (loss) gain	(5		)	—		3		—		(2	)
Intercompany interest (expense) income	(6		)	25		(19	)	—		—
	(98		)	25		(16	)	—		(89	)
Income before income taxes	230			181		59		—		470
Income tax expense	(63		)	(54	)	(57	)	—		(174	)
Equity in earnings of subsidiaries, net of tax	129			34		—		(163	)	—
Net income (loss)	296			161		2		(163	)	296
Less net income attributable to the noncontrolling interest	(29		)	—		(29	)	29		(29	)
Net income (loss) attributable to QVC, Inc. shareholder	$	267		161		(27	)	(134	)	267

I-22

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of comprehensive income (loss)


Three months ended March 31, 2013
Three months ended June 30, 2013											Three months ended June 30, 2013
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries		Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	106		80	(9	)	(71	)	106		$	139		67	(24	)	(43	)	139
Foreign currency translation adjustments	(91		)	—	(91	)	91		(91	)	(16		)	—	(16	)	16		(16	)
Total comprehensive income (loss)	15			80	(100	)	20		15		123			67	(40	)	(27	)	123
Comprehensive loss (income) attributable to noncontrolling interest	1			—	1		(1	)	1
Comprehensive (income) loss attributable to noncontrolling interest											(7		)	—	(7	)	7		(7	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	16			80	(99	)	19		16		116			67	(47	)	(20	)	116



Three months ended June 30, 2012
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	157		87	7		(94	)	157
Foreign currency translation adjustments	(49		)	—	(49	)	49		(49	)
Total comprehensive income (loss)	108			87	(42	)	(45	)	108
Comprehensive (income) loss attributable to noncontrolling interest	(19		)	—	(19	)	19		(19	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	89			87	(61	)	(26	)	89

I-2023

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of comprehensive income (loss)


Three months ended March 31, 2012
Six months ended June 30, 2013											Six months ended June 30, 2013
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries		Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	139		67	(2	)	(65	)	139		$	245		146	(31	)	(115	)	245
Foreign currency translation adjustments	13			—	13		(13	)	13		(107		)	—	(107	)	107		(107	)
Total comprehensive income (loss)	152			67	11		(78	)	152		138			146	(138	)	(8	)	138
Comprehensive loss (income) attributable to noncontrolling interest	(4		)	—	(4	)	4		(4	)
Comprehensive (income) loss attributable to noncontrolling interest											(6		)	—	(6	)	6		(6	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	148			67	7		(74	)	148		$	132		146	(144	)	(2	)	132



Six months ended June 30, 2012
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	296		161	2		(163	)	296
Foreign currency translation adjustments	(36		)	—	(36	)	36		(36	)
Total comprehensive income (loss)	260			161	(34	)	(127	)	260
Comprehensive (income) loss attributable to noncontrolling interest	(23		)	—	(23	)	23		(23	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	$	237		161	(57	)	(104	)	237

I-2124

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of cash flows


Three months ended March 31, 2013
Six months ended June 30, 2013											Six months ended June 30, 2013
(in millions)	Parent issuer- QVC, Inc.		Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries		Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Operating activities:
Net cash provided by (used in) operating activities	101		77		(3	)	—		175		$	358		115		(31	)	—		442
Investing activities:
Capital expenditures, net	(8	)	—		(25	)	—		(33	)	(33		)	—		(42	)	—		(75	)
Expenditures for cable and satellite television distribution rights	—		(24	)	(1	)	—		(25	)
Changes in other noncurrent assets and liabilities	(3	)	2		(3	)	—		(4	)
Expenditures for cable and satellite television distribution rights, net											—			(25	)	(1	)	—		(26	)
Changes in other noncurrent assets											4			—		(3	)	—		1
Intercompany investing activities	245		104		—		(349	)	—		292			149		—		(441	)	—
Net cash provided by (used in) investing activities	234		82		(29	)	(349	)	(62	)	263			124		(46	)	(441	)	(100	)
Financing activities:
Principal payments of debt and capital lease obligations	(1,167	)	—		(1	)	—		(1,168	)	(1,690		)	—		(5	)	—		(1,695	)
Principal borrowings of debt from senior secured credit facility	240		—		—		—		240		1,053			—		—		—		1,053
Proceeds from issuance of senior secured notes	1,050		—		—		—		1,050
Proceeds from issuance of senior secured notes, net of original issue discount											1,050			—		—		—		1,050
Payment of debt origination fees	(14	)	—		—		—		(14	)	(16		)	—		—		—		(16	)
Payment of bond premium fees	(33	)	—		—		—		(33	)	(46		)	—		—		—		(46	)
Other financing activities	4		—		—		—		4		7			—		—		—		7
Dividends paid to Liberty, net	(244	)	—		—		—		(244	)	(765		)	—		—		—		(765	)
Dividends paid to noncontrolling interest	—		—		(25	)	—		(25	)
Dividend paid to noncontrolling interest											—			—		(25	)	—		(25	)
Net short-term intercompany debt (repayments) borrowings	(142	)	96		46		—		—		(138		)	102		36		—		—
Intercompany financing activities	(101	)	(252	)	4		349		—		(143		)	(342	)	44		441		—
Net cash (used in) provided by financing activities	(407	)	(156	)	24		349		(190	)	(688		)	(240	)	50		441		(437	)
Effect of foreign exchange rate changes on cash and cash equivalents	—		—		(24	)	—		(24	)	—			—		(29	)	—		(29	)
Net (decrease) increase in cash and cash equivalents	(72	)	3		(32	)	—		(101	)
Cash and cash equivalents, beginning of year	75		165		300		—		540
Cash and cash equivalents, end of year	3		168		268		—		439
Net decrease in cash and cash equivalents											(67		)	(1	)	(56	)	—		(124	)
Cash and cash equivalents, beginning of period											75			165		300		—		540
Cash and cash equivalents, end of period											$	8		164		244		—		416

I-2225

QVC, Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

Condensed consolidated statements of cash flows


Three months ended March 31, 2012
Six months ended June 30, 2012											Six months ended June 30, 2012
(in millions)	Parent issuer- QVC, Inc.		Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries		Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Operating activities:
Net cash provided by operating activities	264		83		54		—		401		$	403		171		69		—		643
Investing activities:
Capital expenditures, net	(7	)	(1	)	(37	)	—		(45	)	(20		)	(1	)	(80	)	—		(101	)
Expenditures for cable and satellite television distribution rights	—		(1	)	(1	)	—		(2	)
Cash paid for acquisitions of businesses, net of cash received	—		—		(16	)	—		(16	)
Changes in other noncurrent assets and liabilities	2		(1	)	(1	)	—		—
Expenditures for cable and satellite television distribution rights, net											—			(1	)	(1	)	—		(2	)
Cash paid for joint ventures and acquisitions of businesses, net of cash received											—			—		(27	)	—		(27	)
Decrease in restricted cash											2			—		—		—		2
Changes in other noncurrent assets											2			(1	)	—		—		1
Intercompany investing activities	135		121		—		(256	)	—		306			189		—		(495	)	—
Net cash provided by (used in) investing activities	130		118		(55	)	(256	)	(63	)	290			186		(108	)	(495	)	(127	)
Financing activities:
Principal payments of debt and capital lease obligations	(315	)	—		(4	)	—		(319	)	(774		)	—		(5	)	—		(779	)
Principal borrowings of debt from senior secured credit facility	275		—		—		—		275		648			—		—		—		648
Dividends paid to Liberty, net	(238	)	—		—		—		(238	)	(458		)	—		—		—		(458	)
Dividends paid to noncontrolling interest	—		—		(29	)	—		(29	)
Dividend paid to noncontrolling interest											—			—		(29	)	—		(29	)
Net short-term intercompany debt (repayments) borrowings	(89	)	28		61		—		—		(45		)	24		21		—		—
Intercompany financing activities	—		(235	)	(21	)	256		—		(64		)	(441	)	10		495		—
Net cash (used in) provided by financing activities	(367	)	(207	)	7		256		(311	)
Net cash used in financing activities											(693		)	(417	)	(3	)	495		(618	)
Effect of foreign exchange rate changes on cash and cash equivalents	—		—		(9	)	—		(9	)	—			—		(12	)	—		(12	)
Net increase (decrease) in cash and cash equivalents	27		(6	)	(3	)	—		18
Cash and cash equivalents, beginning of year	3		223		334		—		560
Cash and cash equivalents, end of year	30		217		331		—		578
Net decrease in cash and cash equivalents											—			(60	)	(54	)	—		(114	)
Cash and cash equivalents, beginning of period											3			223		334		—		560
Cash and cash equivalents, end of period											$	3		163		280		—		446

I-2326

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

customer demand for our products and services and our ability to adapt to changes in demand;

competitor responses to our products and services;

the levels of online traffic on our websites and our ability to convert visitors into customers or contributors;

uncertainties inherent in the development and integration of new business lines and business strategies;

our future financial performance, including availability, terms and deployment of capital;

our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;

the ability of suppliers and vendors to deliver products, equipment, software and services;

the outcome of any pending or threatened litigation;

availability of qualified personnel;

changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;

changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors;

general economic and business conditions and industry ~~trends;~~trends, including the current economic downturn in certain regions of the world;

consumer spending levels, including the availability and amount of individual consumer debt;

advertising spending levels;

changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand and IP television;

increased digital TV penetration and the impact on channel positioning of our programs;

rapid technological changes;

if we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions or private litigation and our reputation could suffer;

the regulatory and competitive environment of the industries in which we operate;

threatened terrorist attacks and ongoing military action around the world;

fluctuation in foreign currency exchange rates and political unrest in international markets;

Liberty's dependence on our cash flow for servicing its debt and for other purposes; and

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The risks identified under "Risk Factors" in Item 1A. of our annual report on Form 10-K for the year ended December 31, 2012.

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These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, 2012.

Overview

QVC is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs, the internet and mobile applications. In the United States, QVC's live programming is distributed via its nationally televised shopping program 24 hours a day, 364 days per year. Internationally, QVC's program services are based in Japan, Germany, the United Kingdom and Italy. QVC-Japan distributes live programming 24 hours a day, QVC-Germany distributes its program 24 hours a day with 23 hours of live programming and QVC-U.K. distributes its program 24 hours a day with 17 hours of live programming. QVC-Italy distributes programming live for 17 hours a day on satellite and digital terrestrial television and an additional seven hours a day of recorded programming on satellite and seven hours a day of general interest programming on digital terrestrial television.

On July 4, 2012, QVC entered into a joint venture with China Broadcasting Corporation, a limited liability company, owned by China National Radio (''CNR'') for a 49% interest in a CNR subsidiary, CNR Home Shopping Co., Ltd. (''CNRS''). CNRS is distributing live programming for 12 hours a day and recorded programming for 12 hours a day. This joint venture is being accounted for as an equity method investment recorded as equity in ~~earnings~~losses of investee in the condensed consolidated statements of operations.

We are an indirect wholly owned subsidiary of Liberty Interactive Corporation ("Liberty") (Nasdaq: LINTA, LINTB, LVNTA and ~~LINTB)~~LVNTB), which owns interests in a broad range of digital commerce businesses. We are attributed to the Liberty Interactive tracking stock, which tracks the assets and liabilities of Liberty's Interactive Group (the "Interactive Group"). The Interactive Group does not represent a separate legal entity; rather, it represents those businesses, assets and liabilities that are attributed to that group. Liberty attributed to its Interactive Group those businesses primarily focused on digital commerce. Liberty also attributed to its Interactive Group its 37% ownership interest in HSN, Inc., one of our two closest televised shopping competitors.

Strategies and challenges of business units

QVC's goal is to become the preeminent global multimedia shopping community for people who love to shop, and to offer a shopping experience that is as much about entertainment and enrichment as it is about buying. QVC's objective is to provide an integrated shopping experience that utilizes all forms of media including television, the internet and mobile devices. In 2013, QVC intends to employ several strategies to achieve these goals and objectives. Among these strategies are to (i) extend the breadth, relevance and exposure of the QVC brand; (ii) source products that represent unique quality and value; (iii) create engaging presentation content ~~both~~ in televised programming, mobile and online; (iv) leverage customer loyalty and continue multi-platform expansion; and (v) create a compelling and differentiated customer experience. In addition, QVC expects to expand globally by leveraging its existing systems, infrastructure and skills in other countries around the world.

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QVC's televised shopping program is already received by substantially all the multichannel television households in the U.S., Germany and the U.K. QVC's future net revenue growth will primarily depend on international expansion, sales growth from e-commerce and mobile platforms, additions of new customers from households already receiving QVC's television programming and growth in sales to existing customers and new customers as a result of expansion of the programming reach of QVC-Japan and QVC-Italy. QVC's future net revenue may also be affected by (i) the willingness of ~~multichannel~~cable television ~~distributors~~and direct-to-home satellite system operators to continue carrying QVC's programming service; (ii) QVC's ability to maintain favorable channel positioning, which may become more difficult due to governmental action or from distributors converting analog customers to digital; (iii) changes in television viewing habits because of personal video recorders, video-on-demand and internet video services; and (iv) general economic conditions.

In ~~the first quarter of~~March 2013, QVC-US launched over-the-air broadcasting in designated US markets that can be accessed by any television household regardless of whether ~~they subscribe~~it subscribes to a paid television service. This will allow QVC-US to reach new customers who previously did not have access to the live television broadcast through other platforms.

The current economic downturn in ~~the U.S. and in other~~certain regions of the world in which our subsidiaries and affiliates operate could adversely affect demand for our products and services since a substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Global financial markets continue to experience disruptions, including increased volatility and diminished liquidity and credit availability. In particular, the current European debt crisis, particularly most recently in Greece, Italy, Ireland, Portugal and Spain, and related European financial restricting efforts, may cause volatility in the European currencies and reduce the purchasing power of European customers. In the event that one or more countries were to replace the Euro with their legacy currency, then our revenue and operating results in such countries, or Europe generally, would likely be adversely affected until stable exchange rates were established and economic confidence restored. In addition, the European crisis is contributing to instability in global credit markets. The world has recently experienced a global macroeconomic downturn, and if economic and financial market conditions in the United States or other key markets, including Europe, remain uncertain, persist, or deteriorate further, our customers may respond by suspending, delaying, or reducing their discretionary spending. A suspension, delay or reduction in discretionary spending could adversely affect revenue. Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. Such weak economic conditions may also inhibit our expansion into new European and other markets. We currently are unable to predict the extent of any of these potential adverse effects.

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Results of Operations

QVC's operating results were as follows:


	Three months ended March 31,					Three months ended June 30,					Six months ended June 30,
(in millions)	2013			2012		2013			2012		2013		2012
Net revenue	$	1,974		1,932		$	1,961		1,974		3,935		3,906
Costs of goods sold	1,252			1,230		1,227			1,234		2,479		2,464
Gross profit	722			702		734			740		1,456		1,442
Operating expenses:
Operating	173			175		171			176		344		351
SG&A expenses (excluding stock‑based compensation)	145			137		129			126		274		263
Adjusted OIBDA	404			390		434			438		838		828
Stock-based compensation	10			5		9			8		19		13
Depreciation	30			31		33			33		63		64
Amortization of intangible assets	104			96		107			96		211		192
Operating income	260			258		285			301		545		559
Other income (expense):
Equity in earnings of investee	1			—
Gain on financial instruments	12			11
Other (expense) income:
Equity in losses of investee						(2		)	—		(1	)	—
Gains on financial instruments						3			13		15		24
Interest expense	(63		)	(55	)	(50		)	(57	)	(113	)	(111	)
Interest income	—			1
Foreign currency (loss) gain	(1		)	6
Foreign currency loss						—			(8	)	(1	)	(2	)
Loss on extinguishment of debt	(41		)	—		(16		)	—		(57	)	—
	(92		)	(37	)	(65		)	(52	)	(157	)	(89	)
Income before income taxes	168			221		220			249		388		470
Income tax expense	(62		)	(82	)	(81		)	(92	)	(143	)	(174	)
Net income	106			139		139			157		245		296
Less net income attributable to the noncontrolling interest	(12		)	(14	)	(13		)	(15	)	(25	)	(29	)
Net income attributable to QVC, Inc. shareholder	$	94		125		$	126		142		220		267

Net revenue

Net revenue was generated in the following geographical areas:


	Three months ended March 31,			Three months ended June 30,			Six months ended June 30,
(in millions)	2013		2012	2013		2012	2013	2012
QVC-U.S.	$	1,297	1,240	$	1,312	1,280	2,609	2,520
QVC-Japan	256		289	260		310	516	599
QVC-Germany	250		247	207		210	457	457
QVC-U.K.	140		140	153		156	293	296
QVC-Italy	31		16	29		18	60	34
Consolidated QVC	$	1,974	1,932	$	1,961	1,974	3,935	3,906

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QVC's consolidated net revenue decreased 0.7% and increased ~~2.2% for~~0.7% during the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013, respectively, as compared to the corresponding periods in the prior year. The ~~increase~~three month decrease in net revenue was primarily comprised of ~~$93 million due to a 4.3% increase in average selling price per unit (“ASP”) and $13 million due to a 0.6% increase in units sold. These amounts were partially offset by $43~~$60 million in unfavorable foreign currency rates primarily in Japan, and to a lesser extent, in the U.K., which were partially offset by favorable foreign currency rates in Germany and Italy. ~~Net~~Additionally, net revenue was also negatively impacted by ~~$21~~$24 million due to an increase in estimated product returns, primarily asin Japan and Germany, due in part to a ~~result~~greater mix of ~~the sales increase. Returns as~~apparel products that return at higher rates. These amounts were partially offset by $38 million due to a ~~percent~~1.7% increase in average selling price per unit (“ASP”) and $36 million due to a 1.6% increase in units sold. The six month increase in net revenue was primarily comprised of ~~gross product revenue remained relatively flat at 19.9% compared~~$132 million due to ~~19.8%~~a 3.0% increase in ASP and $49 million due to a 1.1% increase in units sold. These amounts were partially offset by $103 million in unfavorable foreign currency rates primarily in Japan, and to a lesser extent, in the ~~prior year.~~U.K., which were partially offset by favorable foreign currency rates in Germany and Italy. Additionally, net revenue was also negatively impacted by $45 million due to an increase in estimated product returns, primarily in Japan and Germany, due in part to a greater mix of apparel products that return at higher rates.

During the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013 ~~and 2012~~, the changes in revenue and expenses were affected by changes in the exchange rates for the Japanese Yen, the Euro and the U.K. Pound Sterling. In the event the U.S. Dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively affected.

The percentage increase (decrease) in net revenue for each of QVC's geographic areas in U.S. Dollars and in local currency was as follows:


	Three months ended March 31,				Three months ended June 30,				Six months ended June 30,
	2013				2013				2013
	U.S. Dollars		Local currency		U.S. Dollars		Local currency		U.S. Dollars		Local currency
QVC-U.S.	4.6	%	4.6	%	2.5	%	2.5	%	3.5	%	3.5	%
QVC-Japan	(11.4	)%	3.2	%	(16.1	)%	3.1	%	(13.9	)%	3.2	%
QVC-Germany	1.2	%	0.8	%	(1.4	)%	(3.2	)%	—	%	(1.1	)%
QVC-U.K.	—	%	1.3	%	(1.9	)%	1.5	%	(1.0	)%	1.4	%
QVC-Italy	93.8	%	89.8	%	61.1	%	58.8	%	76.5	%	72.8	%

QVC-U.S.' growth in net revenue ~~growth~~for the three months ended June 30, 2013 was primarily due to a ~~6.1%~~2.8% increase in ASP, partially offset by a ~~1.5%~~0.9% decrease in units shipped. QVC-U.S.' shipped sales increased mainly due to growth in ~~sales in~~ the ~~electronics~~beauty and ~~beauty~~home categories. ~~QVC-Japan experienced~~QVC-U.S.' growth in ~~all categories except home. QVC-Germany~~net revenue for the six months ended June 30, 2013 was primarily due to a 4.5% increase in ASP, partially offset by a 1.1% decrease in units shipped. QVC-U.S.' shipped sales increased mainly due to growth in the beauty and electronics categories. For the three and six month periods ended June 30, 2013, QVC-Japan's shipped sales growth in local currency was primarily related to the apparel category, which was somewhat offset by an increase in estimated product returns. For the three and six month periods ended June 30, 2013, QVC-Germany's shipped sales in ~~the beauty,~~local currency increased mainly due to greater apparel and accessories ~~categories, partially~~sales, which was more than offset by ~~lower jewelry sales.~~an increase in estimated product returns, primarily in apparel, but also across other categories. For the three and six month periods ended June 30, 2013, QVC-U.K. ~~primarily experienced~~'s shipped sales growth in local currency was primarily related to the home and beauty ~~categories, somewhat offset by a decline in jewelry products.~~categories. For the three and six month periods ended June 30, 2013, QVC-Italy's sales consisted primarily of cooking and dining, beauty and apparel products.

Gross profit

QVC's gross profit percentage was ~~36.6%~~37.4% and ~~36.3%~~37.0% for the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013, respectively, compared to 37.5% and 36.9% for the three and six month periods ended June 30, 2012, respectively. The ~~increase in~~ gross profit ~~percentage in 2013 was primarily due~~percentages remained relatively consistent for both periods presented compared to ~~favorable warehouse, freight and inventory obsolescence expenses in~~ the U.S., somewhat offset by unfavorable product margins in Germany and the U.K. Warehouse expenses were favorable in the U.S. due to sales leverage and lower packaging expenses. U.S. freight costs were favorable due to fewer units shipped and inventory obsolescence expense declined due to improved inventory control.prior year.

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Operating expenses

QVC's operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees, telecommunications expenses and production costs. Operating expenses decreased $2$5 million or ~~1.1%~~2.8% and $7 million or 2.0% for the three and six month periods ended June 30, 2013, respectively, as compared to the corresponding periods in the prior year. For the three months ended ~~March 31,~~June 30, 2013~~. The~~, the decrease was primarily due to a $5$6 million ~~effect~~benefit of exchange rates, ~~mainly from the strengthening of the U.S. Dollar against the Japanese Yen. This was~~ offset by a $2$1 million increase in credit card ~~processing~~ fees ~~and~~primarily as a $1result of the sales increase in the U.S. For the six months ended June 30, 2013, the decrease was primarily due to an $11 million benefit of exchange rates, offset by a $4 million increase in ~~commissions expense~~credit card fees primarily as a result of the sales increase in the U.S.

Selling, general and administrative expenses (excluding stock-based compensation)

QVC's SG&A expenses include personnel, information technology, provision for doubtful accounts, credit card income and marketing and advertising expenses. Such expenses increased ~~$8 million,~~from 6.4% to 6.6% and increased from 6.7% to 7.0% as a ~~percent~~percentage of net revenue ~~from 7.1% to 7.3%~~ for the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013, respectively. SG&A expenses increased $3 million and $11 million for the three and six month periods ended June 30, 2013, respectively, due to a variety of factors.

I-For the 28three months ended June 30, 2013

~~The~~, the change was primarily due to a ~~$13~~$6 million increase in personnel expenses due to merit, benefits and bonus increases primarily in the U.S., a $3 million decrease in credit card income due to increased reserve requirements associated with the U.S. regulatory environment and an increase of $2 million in U.S. franchise taxes. These amounts were offset by a $4 million decrease in rent expense primarily related to lease cancellation costs in the U.K. that were incurred in the prior year related to QVC-U.K.'s move to its new headquarters as well as a $4 million benefit of exchange rates. For the six months ended June 30, 2013, the change was primarily due to a $20 million increase in personnel expenses due to merit, benefits and bonus increases primarily in the U.S., and to a lesser extent, in Germany. ~~Also, there~~This amount was ~~an additional~~offset by a $3 million decrease in ~~expenses associated with duplicate running~~rent expense primarily related to lease cancellation costs ~~at QVC-Japan associated with~~in the ~~transition~~U.K. that were incurred in the prior year related to QVC-U.K.'s move to its new headquarters ~~including~~as well as a ~~lease cancellation accrual. These amounts were offset by a decrease of $4~~$7 million ~~in U.S. franchise taxes and a $3 million effect~~benefit of exchange rates.

Stock-based compensation

Stock-based compensation includes compensation related to options and restricted stock granted to certain officers and employees. QVC recorded $109 million and $58 million of stock-based compensation expense for the three months ended ~~March 31,~~June 30, 2013 and 2012, respectively, and $19 million and $13 million of stock-based compensation expense for the six months ended June 30, 2013 and 2012, respectively. The increase in stock-based compensation expense was primarily the result of a greater number of shares being expensed on a higher measurement basis and the one-time option exchange for certain officers in December 2012.

Depreciation and amortization

Depreciation and amortization consisted of the following:


	Three months ended March 31,			Three months ended June 30,			Six months ended June 30,
(in millions)	2013		2012	2013		2012	2013	2012
Affiliate agreements	$	38	38	$	37	38	75	76
Customer relationships	43		43	43		43	86	86
Acquisition related amortization	81		81	80		81	161	162
Property, plant and equipment	30		31	33		33	63	64
Software amortization	19		12	17		12	36	24
Channel placement amortization and related expenses	4		3
Channel placement amortization and related expenses and other				10		3	14	6
Total depreciation and amortization	$	134	127	$	140	129	274	256

Equity in ~~earnings~~losses of investee

The ~~gain was~~losses were associated with our joint venture in China that is accounted for as an equity method investment.

~~Gain~~

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Gains on financial instruments

In March 2013, QVC's notional interest rate swaps of ~~$3.1~~$3.1 billion expired. These swap arrangements did not qualify as cash flow hedges under U.S. GAAP. Accordingly, changes in the fair value of the swaps were reflected in gain on financial instruments in the accompanying condensed consolidated statements of operations. ~~We recorded~~

This financial statement line item also includes a ~~$12 million and an $11 million~~ gain ~~on financial instruments~~that resulted from the reversal of a liability for ~~three months ended March 31, 2013 and 2012, respectively.~~contingent consideration associated with a previous acquisition.

Interest expense

~~Consolidated~~For the three and six month periods ended June 30, 2013, consolidated interest expense decreased 12.3% and increased ~~14.5% for the three months ended March 31, 2013~~1.8%, respectively, as compared to the corresponding periods in the prior year. ~~The~~For the three months ended June 30, 2013, the decrease was primarily due to lower average interest rates. For the six months ended June 30, 2013, the increase ~~in 2013~~ was primarily due to higher average ~~additional borrowings on our senior secured credit facility.~~debt balances outstanding.

Foreign currency ~~gains (losses)~~loss

Certain loans between QVC and its subsidiaries ~~were~~are deemed to be short-term in nature, and accordingly, the translation of these loans is recorded on the statements of operations. The change in foreign currency ~~gains (losses)~~loss was primarily due to variances in interest and operating ~~payable~~payables balances between QVC and its international subsidiaries denominated in the currency of the subsidiary and the effects of currency exchange rate changes on those balances.

Loss on extinguishment of debt

During the ~~quarter,~~first half of 2013, QVC ~~purchased $355~~redeemed $500 million of its 7.125% Senior Secured Notes due 2017 and $231 million of its 7.5% Senior Secured Notes due 2019. The increase was primarily due to premiums paid for the tenders and calls of these notes. Refer to note six to the accompanying condensed consolidated financial statements and the below section, "Financial Position, Liquidity and Capital Resources," for further details.

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Income taxes

~~QVC's~~Our effective tax rate ~~was 36.9% and 37.1%~~ for the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013 was 36.8% and 36.9%, respectively, and our effective tax rate for the three and six month periods ended June 30, 2012 was 36.9% and 37.0%, respectively. These rates differ from the U.S. federal income tax rate of 35.0% due primarily to state tax expense.

Adjusted Operating Income before Depreciation and Amortization (Adjusted OIBDA)

QVC defines Adjusted OIBDA as net revenue less cost of goods sold, operating expenses and selling, general and administrative expenses (excluding stock-based compensation). QVC's chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate the businesses and make decisions about allocating resources among the businesses. QVC believes that this is an important indicator of the operational strength and performance of the businesses, including the ability to service debt and fund capital expenditures. In addition, this measure allows QVC to view operating results, perform analytical comparisons and perform benchmarking among its businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation, amortization and stock-based compensation that are included in the measurement of operating income pursuant to U.S. GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. GAAP.

The primary material limitations associated with the use of Adjusted OIBDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in the industry, and (ii) it excludes financial information that some may consider important in evaluating QVC's performance. QVC compensates for these limitations by providing disclosure of the difference between Adjusted OIBDA and GAAP results, including providing a reconciliation of Adjusted OIBDA to GAAP results, to enable investors to perform their own analysis of QVC's operating results. Refer to note 11 to the accompanying condensed consolidated financial statements for a reconciliation of Adjusted OIBDA to Income before income taxes.

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Seasonality

QVC's business is seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping. In recent years, QVC has earned on average between 22% and 23% of its revenue in each of the first three quarters of the year and 32% of its revenue in the fourth quarter of the year.

Financial Position, Liquidity and Capital Resources

General

Historically, QVC's primary sources of cash have been cash provided by operating activities and borrowings. In general, QVC uses this cash to fund its operations, make capital purchases, make payments to Liberty, make interest payments and minimize QVC's outstanding senior secured credit facility balance.

As of ~~March 31,~~June 30, 2013, substantially all of QVC's cash and cash equivalents were invested in AAA rated money market funds and time deposits with banks rated equal to or above A.

Senior Secured Credit Facility

On March 1, 2013, we amended and restated our senior secured credit facility, which provides for a $2.0 billion revolving credit facility with a $250 million sub-limit for standby letters of credit and $1.0 billion of uncommitted incremental revolving loan commitments or incremental term loans. QVC may elect that the loans extended under the senior secured credit facility bear interest at a rate per annum equal to the ABR Rate or LIBOR, as each is defined in the senior secured credit facility agreement, plus a margin of 0.25% to 2.00% depending on various factors. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability. Any amounts prepaid on the revolving credit facility may be reborrowed. Payment of loans may be accelerated following certain customary events of default. The senior secured credit facility is a multi-currency facility. The senior secured credit facility is secured by the stock of QVC. ~~QVC~~We had $~~1.7~~1.0 billion available under the terms of the senior secured credit facility at ~~March 31, 2013. The interest rate on the senior secured credit facility was~~ ~~1.7%~~ at ~~March 31,~~June 30, 2013.

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The purpose of the amendment was to, among other things, extend the maturity of our senior secured credit facility to March 1, 2018 and lower the interest rate on borrowings.

Senior Secured Notes

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Interest Rate Swap Arrangements

At ~~December 31, 2012, the fair value of the swap instruments was a net liability position of~~ ~~$12 million, of which~~ ~~$13 million~~ ~~was included in accrued liabilities, offset by~~ ~~$1 million~~ ~~included in prepaid expenses in the condensed consolidated balance sheet.~~

Other Debt Related Information

QVC was in compliance with all of its debt covenants at ~~March 31,~~June 30, 2013.

During the quarter, there were no significant changes to QVC's debt credit ratings.

~~The weighted average rate applicable to all of the outstanding debt (excluding capital leases) was~~ ~~5.8%~~ ~~as of~~ ~~March 31, 2013~~.

I-31

There are no restrictions under the debt agreements on QVC's ability to pay dividends or make other restricted payments if QVC is not in default on its senior secured notes or credit facility, and QVC's consolidated leverage ratio would be no greater than 3.25 to 1.0. As a result, Liberty will, in many instances, be permitted to rely on QVC's cash flow for servicing Liberty's debt and for other purposes, including ~~payments~~repurchases of ~~dividends on~~ Liberty's ~~capital~~common stock, ~~if declared,~~ or to fund acquisitions or other operational requirements of Liberty and its subsidiaries. These events may deplete QVC's equity or require QVC to borrow under the senior secured credit facility, increasing QVC's leverage and decreasing liquidity. QVC has made significant distributions to Liberty in the past.

Additional Cash Flow Information

During the ~~three~~six months ended ~~March 31,~~June 30, 2013 ~~our~~, QVC's primary uses of cash were ~~$928~~$1,695 million of ~~net~~ principal payments on debt and capital lease obligations, ~~$244~~$765 million of net dividends to Liberty, ~~$58~~$101 million of capital and cable and satellite television distribution rights expenditures, ~~$33~~$46 million in premiums paid for the ~~tenders~~redemption of QVC's existing 7.125% Senior Secured Notes due 2017 and partial redemption of QVC's 7.5% Senior Secured Notes due 2019 and a ~~$25~~$25 million dividend payment from QVC-Japan to Mitsui. These uses of cash were funded primarily with ~~$1,050~~$1,053 million of principal borrowings on the senior secured credit facility, $1,050 million in proceeds from the issuance of the 4.375% Senior Secured Notes ~~Due~~due 2023 and the 5.95% Senior Secured Notes due 2043 and ~~$175~~$442 million of cash provided by operating activities. As of ~~March 31,~~June 30, 2013, ~~our~~QVC's cash balance (excluding restricted cash) was ~~$439 million.~~$416 million.

During the six months ended June 30, 2012, QVC's primary uses of cash were $779 million of principal payments on debt and capital lease obligations, $458 million of dividends to Liberty, $103 million of capital and cable and satellite television distribution rights expenditures, a $29 million dividend payment from QVC-Japan to Mitsui and $27 million paid related to investments in joint ventures and acquisitions, net of cash received. These uses of cash were funded primarily with $648 million of principal borrowings on the senior secured credit facility and $643 million of cash provided by operating activities. As of June 30, 2012, QVC's cash balance (excluding restricted cash) was $446 million.

I-35

The change in cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2013 compared to the ~~previous year~~prior period was primarily due to variances in ~~accounts payable and~~ accrued liabilities balances. The ~~variance in accounts payable was primarily due to timing of payments to vendors and the~~ change in accrued liabilities was primarily due to variances in taxes payable balances as a result of timing of payments.

As of ~~March 31,~~June 30, 2013, ~~$260~~$236 million of the $~~439~~416 million in cash was held by foreign subsidiaries. Cash in foreign subsidiaries is generally accessible, but certain tax consequences may reduce the net amount of cash we are able to utilize for U.S. purposes. QVC accrues taxes on the unremitted earnings of its international subsidiaries. Approximately one-half of this foreign cash balance was that of QVC-Japan. QVC owns 60% of QVC-Japan and shares all profits and losses with the 40% minority interest holder, Mitsui. We believe that we currently have appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of QVC.

During the three months ended March 31, 2012, our primary uses of cash were $238 million of net dividends to Liberty, $45 million of capital expenditures, $44 million of net principal payments on debt and capital lease obligations and a $29 million dividend payment from QVC-Japan to Mitsui. These uses of cash were funded primarily with $401 million of cash provided by operating activities. As of March 31, 2012, our cash balance (excluding restricted cash) was $578 million.

Other

Capital expenditures spending in 2013 is expected to be approximately ~~$260~~$230 million, including $3375 million already expended.

Refer to the chart under the "Off-balance Sheet Arrangements and Aggregate Contractual Obligations" section below for additional information concerning the amount and timing of expected future payments under QVC's contractual obligations at ~~March 31,~~June 30, 2013.

QVC has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible QVC may incur losses upon the conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, that may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

I-32

Off-balance Sheet Arrangements and Aggregate Contractual Obligations

Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under our contractual obligations at ~~March 31,~~June 30, 2013 is summarized below:


	Payments due by period						Payments due by period
(in millions)	Total		Less than 1 year	2-3 years	4-5 years	After 5 years	Total		Less than 1 year	2-3 years	4-5 years	After 5 years
Long-term debt (1)	$	3,523	376	—	—	3,147	$	3,810	—	—	—	3,810
Interest payments(2)	1,867		152	361	361	993	1,848		95	380	380	993
Capital lease obligations (including imputed interest)	91		11	22	20	38	88		7	23	20	38
Operating lease obligations	154		16	27	15	96	162		12	30	19	101

(1) Amounts exclude capital lease obligations and the issue discounts on the 7.5%, 4.375% and 5.95% Senior Secured Notes.

(2) Amounts (i) are based on the terms of QVC's senior secured credit facility and senior secured notes, (ii) assumes the interest rates on the floating rate debt remain constant at the rates in effect as of ~~March 31,~~June 30, 2013, (iii) assumes that our existing debt is repaid at maturity and (iv) excludes capital lease obligations.

Our purchase obligations did not materially change as of ~~March 31,~~June 30, 2013.

Recent Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, which amends ASC Topic 220, Comprehensive Income and requires that companies present information about reclassification adjustments from accumulated other comprehensive income in their interim and annual financial statements. The standard requires that companies present either in a single note, or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies will instead cross reference to the related footnote for additional information. QVC adopted this guidance as of January 1, 2013, and adoption did not have an impact on ~~the~~ QVC's condensed consolidated financial position, results of operations or cash flows.

I-36

Item 3. Quantitative and Qualitative Disclosures about Market Risk

QVC is exposed to market risk in the normal course of business due to ongoing investing and financial activities and the conduct of operations by subsidiaries in different foreign countries. Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. QVC has established procedures and internal processes governing the management of market risks and the use of financial instruments to manage exposure to such risks.

Interest rate risk

QVC is exposed to changes in interest rates primarily as a result of borrowing activities. QVC manages the exposure to interest rates by maintaining what QVC believes is an appropriate mix of fixed and variable rate debt. QVC believes this best protects itself from interest rate risk. As of ~~March 31,~~June 30, 2013, QVC's debt, excluding capital leases and unamortized discounts, was comprised of ~~$3.2~~$2.8 billion of fixed rate debt and ~~$328~~$990 million of variable rate debt. The weighted average rate of all of QVC's variable rate debt was 1.7% and the weighted average rate of all of QVC's fixed rate debt (including capital leases) was ~~6.1%~~6.0% as of ~~March 31,~~June 30, 2013.

In March 2013, QVC's notional interest rate swaps of $3.1 billion expired. These swap arrangements did not qualify as cash flow hedges under U.S. GAAP. Accordingly, changes in the fair value of the swaps were reflected in gain on financial instruments in the accompanying condensed consolidated statements of operations. ~~We recorded a $12 million and $11 million gain on financial instruments as of March 31, 2013 and March 31, 2012 respectively.~~

I-33

Foreign currency exchange rate risk

QVC is exposed to foreign exchange rate fluctuations related to the monetary assets and liabilities and the financial results of its foreign subsidiaries. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated into U.S. Dollars at period-end exchange rates, and the statements of operations are translated at the average exchange rate for the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. Dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded in other comprehensive income as a separate component of shareholder's equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end transactions) or realized upon settlement of the transactions. Cash flows from operations in foreign countries are translated at the average rate for the period. Accordingly, QVC may experience economic loss and a negative impact on earnings and equity with respect to its holdings solely as a result of foreign currency exchange rate fluctuations. QVC's reported Adjusted OIBDA for the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2013 would have been impacted by approximately $1 million and $2 million, respectively, for every 1% change in foreign currency exchange rates relative to the U.S. Dollar.

The credit facility provides QVC the ability to borrow in multiple currencies. This allows QVC to somewhat mitigate foreign currency exchange rate risks. As of ~~March 31,~~June 30, 2013, QVC had borrowings of 5.5 billion Japanese Yen, equivalent to ~~$58~~$55 million based on an exchange rate of ~~94.22~~99.15 Japanese Yen per U.S. Dollar, outstanding under the credit facility. As of ~~March 31,~~June 30, 2013, the foreign currency exchange exposure to these borrowings approximated $1 million for every 1% change in the Japanese Yen exchange rate per U.S. Dollar.

Item 4. Controls and Procedures

In accordance with Exchange Act Rules 13a-15(e) and 15d-15(e) ("the Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2013 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in the Company's internal control over financial reporting that occurred during the three months ended ~~March 31,~~June 30, 2013 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

I-3437

PART II - OTHER INFORMATION

Item 6. Exhibits

(a) Exhibits

Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):



~~10.1~~		Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as Borrower, J.P. Morgan Securities LLC, as Lead Arranger and Lead Bookrunner, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., and BNP Paribas, as Syndication Agents, and the parties named therein as Lenders, Documentation Agents and Co-Lead Arrangers and Co-Bookrunners (incorporated by reference to Exhibit 99.2 to the 8-K as filed on March 7, 2013)
~~10.2~~		Form of the Indenture dated as of March 18, 2013 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association*
~~10.3~~		Form of the Registration Rights Agreement, dated as of March 18, 2013, by and among QVC, Inc., the guarantors named therein and the initial purchasers named therein*
31.1		Rule 13a-14(a)/15d-14(a) Certification*
31.2		Rule 13a-14(a)/15d-14(a) Certification*
32.1		Section 1350 Certification*
101.INS		XBRL Instance 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**

*Filed herewith.

**Furnished herewith.

II-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

QVC, Inc.



Date: ~~May 9,~~August 7, 2013	By:/s/ MICHAEL A. GEORGE
	Michael A. George
	President and Chief Executive Officer (Principal Executive Officer)

Date: ~~May 9,~~August 7, 2013	By:/s/ ~~DANIEL T. O'CONNELL~~THADDEUS J. JASTRZEBSKI
	~~Daniel T. O'Connell~~Thaddeus J. Jastrzebski
	Executive Vice President and Chief Financial Officer ~~and Treasurer~~ (Principal Financial Officer and Principal Accounting Officer)

II-2

EXHIBIT INDEX

Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):



~~10.1~~		Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as Borrower, J.P. Morgan Securities LLC, as Lead Arranger and Lead Bookrunner, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., and BNP Paribas, as Syndication Agents, and the parties named therein as Lenders, Documentation Agents and Co-Lead Arrangers and Co-Bookrunners (incorporated by reference to Exhibit 99.2 to the 8-K as filed on March 7, 2013)
~~10.2~~		Form of the Indenture dated as of March 18, 2013 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association*
~~10.3~~		Form of the Registration Rights Agreement, dated as of March 18, 2013, by and among QVC, Inc., the guarantors named therein and the initial purchasers named therein*
31.1		Rule 13a-14(a)/15d-14(a) Certification*
31.2		Rule 13a-14(a)/15d-14(a) Certification*
32.1		Section 1350 Certification*
101.INS		XBRL Instance 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**

*Filed herewith.

**Furnished herewith.

II-3



March 31, 2013
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Assets
Current assets:
Cash and cash equivalents	$	3		168		268		—		439
Restricted cash	13			—		2		—		15
Accounts receivable, net	532			—		243		—		775
Inventories	699			—		236		—		935
Deferred income taxes	135			—		20		—		155
Prepaid expenses	22			—		28		—		50
Total current assets	1,404			168		797		—		2,369
Property, plant and equipment, net	243			66		775		—		1,084
Cable and satellite television distribution rights, net	—			589		133		—		722
Goodwill	4,169			—		1,010		—		5,179
Other intangible assets, net	1,245			2,049		167		—		3,461
Other noncurrent assets	16			—		67		—		83
Investments in subsidiaries	3,599			1,750		—		(5,349	)	—
Total assets	$	10,676		4,622		2,949		(5,349	)	12,898
Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	2		—		9		—		11
Accounts payable-trade	210			—		212		—		422
Accrued liabilities	264			95		395		—		754
Intercompany accounts (receivable) payable	(368		)	(315	)	683		—		—
Total current liabilities	108			(220	)	1,299		—		1,187
Long-term portion of debt and capital lease obligations	3,527			—		58		—		3,585
Deferred compensation	10			—		1		—		11
Deferred income taxes	423			952		(8	)	—		1,367
Other long-term liabilities	136			—		22		—		158
Total liabilities	4,204			732		1,372		—		6,308
Equity:
QVC, Inc. shareholder's equity	6,472			3,890		1,459		(5,349	)	6,472
Noncontrolling interest	—			—		118		—		118
Total equity	6,472			3,890		1,577		(5,349	)	6,590
Total liabilities and equity	$	10,676		4,622		2,949		(5,349	)	12,898