Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Qurate Retail, Inc. |
Entity Central Index Key | 0001355096 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of the Company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable. Current PEO (1) Former PEO (1) Non-PEO NEOs (1) Value of initial fixed $100 (millions) Year Summary ($) (2) Compensation ($) (3) Summary ($) (2) Compensation ($) (3) Average ($) (2) Average (3) Total Shareholder (4) Peer TSR ($) (5) Net ($) (6) Adjusted OIBDA (7) 2022 4,959,754 (3,863,990 ) — — 1,496,276 (5,861,216 ) QRTEA 44.18 118.02 (2,532 ) 1,089 QRTEB 134.11 2021 16,225,908 12,457,043 14,937,691 11,160,011 6,235,544 1,751,786 QRTEA 205.99 169.06 421 2,126 QRTEB 201.04 2020 — — 10,790,859 20,505,569 5,108,394 11,364,265 QRTEA 259.98 140.54 1,254 2,224 QRTEB 253.92 (1) Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO ). On October 1, 2021, Mr. Rawlinson succeeded Mr. George as our Principal Executive Officer and remained our Principal Executive Officer through 2022 (our Current PEO ). Our named executive officers other than our Principal Executive Officer ( non-PEO NEOs ) for each of the fiscal years indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. (2) Reflects, for each of our Current PEO and our Former PEO, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K, as set forth below: Compensation actually paid to PEO and Non-PEO NEOs As Reported in Summary (a) Equity Award Adjustments (b) Year Total Stock Option Fair Value at (c) Year-over- (d) Fair (e) Change in (f) Total Current PEO 2022 4,959,754 (2,926,974 ) — 971,684 (5,662,379 ) — (1,206,074 ) (3,863,990 ) 2021 16,225,908 (6,841,422 ) (5,948,895 ) 8,492,897 — 528,554 — 12,457,043 2020 — — — — — — — — Former PEO 2022 — — — — — — — — 2021 14,937,691 (10,923,797 ) — 2,018,013 — 3,382,990 1,745,114 11,160,011 2020 10,790,859 (3,218,805 ) — 10,815,762 — — 2,117,753 20,505,569 Non-PEO NEOs 2022 1,496,276 (499,327 ) — 445,786 (6,755,464 ) — (548,486 ) (5,861,216 ) 2021 6,235,544 (4,643,301 ) — 2,613,931 (2,747,860 ) — 293,473 1,751,786 2020 5,108,394 (736,170 ) (1,720,161 ) 3,596,496 5,306,198 — (190,492 ) 11,364,265 (a) Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. (c) Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. (4) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in each of our Series A and Series B common stock (Nasdaq: QRTEA and QRTEB) from December 31, 2019 through December 31 of each covered fiscal year. (5) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from December 31, 2019 through December 31 of each covered fiscal year. (6) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. (7) We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments. | ||
Company Selected Measure Name | Adjusted OIBDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Michael George was our Principal Executive Officer in 2020 and a portion of 2021 (our Former PEO ). On October 1, 2021, Mr. Rawlinson succeeded Mr. George as our Principal Executive Officer and remained our Principal Executive Officer through 2022 (our Current PEO ). Our named executive officers other than our Principal Executive Officer ( non-PEO NEOs ) for each of the fiscal years indicated were Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. | ||
Peer Group Issuers, Footnote [Text Block] | (5) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Retail Index from December 31, 2019 through December 31 of each covered fiscal year. | ||
Adjustment To PEO Compensation, Footnote [Text Block] | (3) Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K, as set forth below: Compensation actually paid to PEO and Non-PEO NEOs As Reported in Summary (a) Equity Award Adjustments (b) Year Total Stock Option Fair Value at (c) Year-over- (d) Fair (e) Change in (f) Total Current PEO 2022 4,959,754 (2,926,974 ) — 971,684 (5,662,379 ) — (1,206,074 ) (3,863,990 ) 2021 16,225,908 (6,841,422 ) (5,948,895 ) 8,492,897 — 528,554 — 12,457,043 2020 — — — — — — — — Former PEO 2022 — — — — — — — — 2021 14,937,691 (10,923,797 ) — 2,018,013 — 3,382,990 1,745,114 11,160,011 2020 10,790,859 (3,218,805 ) — 10,815,762 — — 2,117,753 20,505,569 Non-PEO NEOs 2022 1,496,276 (499,327 ) — 445,786 (6,755,464 ) — (548,486 ) (5,861,216 ) 2021 6,235,544 (4,643,301 ) — 2,613,931 (2,747,860 ) — 293,473 1,751,786 2020 5,108,394 (736,170 ) (1,720,161 ) 3,596,496 5,306,198 — (190,492 ) 11,364,265 (a) Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. (c) Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,496,276 | $ 6,235,544 | $ 5,108,394 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (5,861,216) | 1,751,786 | 11,364,265 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) Represents the compensation actually paid to each of our Current PEO, Former PEO and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K, as set forth below: Compensation actually paid to PEO and Non-PEO NEOs As Reported in Summary (a) Equity Award Adjustments (b) Year Total Stock Option Fair Value at (c) Year-over- (d) Fair (e) Change in (f) Total Current PEO 2022 4,959,754 (2,926,974 ) — 971,684 (5,662,379 ) — (1,206,074 ) (3,863,990 ) 2021 16,225,908 (6,841,422 ) (5,948,895 ) 8,492,897 — 528,554 — 12,457,043 2020 — — — — — — — — Former PEO 2022 — — — — — — — — 2021 14,937,691 (10,923,797 ) — 2,018,013 — 3,382,990 1,745,114 11,160,011 2020 10,790,859 (3,218,805 ) — 10,815,762 — — 2,117,753 20,505,569 Non-PEO NEOs 2022 1,496,276 (499,327 ) — 445,786 (6,755,464 ) — (548,486 ) (5,861,216 ) 2021 6,235,544 (4,643,301 ) — 2,613,931 (2,747,860 ) — 293,473 1,751,786 2020 5,108,394 (736,170 ) (1,720,161 ) 3,596,496 5,306,198 — (190,492 ) 11,364,265 (a) Reflects, for each of our Current PEO and Former PEO, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. (c) Reflects, with respect to each of our Current PEO and Former PEO, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to each of our Current PEO and Former PEO, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to each of our Current PEO and Former PEO, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Current PEO and Former PEO non-PEO NEOs | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between Compensation Actually Paid and Net Income Current PEO and Former PEO non-PEO NEOs | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between Compensation Actually Paid and Adjusted OIBDA Current PEO and Former PEO non-PEO NEOs | ||
Tabular List [Table Text Block] | 2022 Key Performance Measures The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance. Key Financial Performance Measures | ||
Peer Group Total Shareholder Return Amount | $ 118.02 | 169.06 | 140.54 |
Net Income (Loss) | $ (2,532,000,000) | $ 421,000,000 | $ 1,254,000,000 |
Company Selected Measure Amount | 1,089 | 2,126 | 2,224 |
PEO Name | Mr. Rawlinson | ||
Total Shareholder Return Amount, Series A Common Stock | $ 44.18 | $ 205.99 | $ 259.98 |
Total Shareholder Return Amount, Series B Common Stock | $ 134.11 | 201.04 | 253.92 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted OIBDA | ||
Non-GAAP Measure Description [Text Block] | (7) We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairment charges and fire-related costs. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments. | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Free Cash Flow | ||
Mr. Rawlinson [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 4,959,754 | 16,225,908 | |
PEO Actually Paid Compensation Amount | (3,863,990) | 12,457,043 | |
Stock Awards | (2,926,974) | (6,841,422) | |
Option Awards | (5,948,895) | ||
Mr. Rawlinson [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 971,684 | 8,492,897 | |
Mr. Rawlinson [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,662,379) | ||
Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,206,074) | ||
Mr. Rawlinson [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 528,554 | ||
Michael George [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | 14,937,691 | 10,790,859 | |
PEO Actually Paid Compensation Amount | 11,160,011 | 20,505,569 | |
Stock Awards | (10,923,797) | (3,218,805) | |
Michael George [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,018,013 | 10,815,762 | |
Michael George [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,745,114 | 2,117,753 | |
Michael George [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,382,990 | ||
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Stock Awards | (499,327) | (4,643,301) | (736,170) |
Option Awards | (1,720,161) | ||
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 445,786 | 2,613,931 | 3,596,496 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (6,755,464) | (2,747,860) | 5,306,198 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (548,486) | $ 293,473 | $ (190,492) |