Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-33982 | |
Entity Registrant Name | QURATE RETAIL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1288730 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001355096 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document And Entity Information | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | QRTEA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 387,993,706 | |
Common Class B | ||
Document And Entity Information | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | QRTEB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 8,927,840 | |
8.0% Series A Cumulative Redeemable Preferred Stock | ||
Document And Entity Information | ||
Title of 12(b) Security | 8.0% Series A Cumulative Redeemable Preferred Stock | |
Trading Symbol | QRTEP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,210 | $ 1,121 |
Trade and other receivables, net of allowance for credit losses of $86 million and $102 million, respectively | 897 | 1,308 |
Inventory, net | 1,122 | 1,044 |
Other current assets | 187 | 209 |
Total current assets | 3,416 | 3,682 |
Property and equipment, net | 488 | 512 |
Intangible assets not subject to amortization (note 5): | ||
Goodwill | 3,126 | 3,164 |
Trademarks | 2,698 | 2,698 |
Intangible assets not subject to amortization | 5,824 | 5,862 |
Intangible assets subject to amortization, net (note 5) | 457 | 526 |
Operating lease right-of-use assets | 619 | 635 |
Other assets, at cost, net of accumulated amortization | 135 | 151 |
Total assets | 10,939 | 11,368 |
Current liabilities: | ||
Accounts payable | 762 | 895 |
Accrued liabilities | 787 | 983 |
Current portion of debt, $271 million and $219 million measured at fair value (note 6) | 856 | 642 |
Other current liabilities | 138 | 97 |
Total current liabilities | 2,543 | 2,617 |
Long-term debt (note 6) | 4,483 | 4,698 |
Deferred income tax liabilities | 1,468 | 1,531 |
Preferred stock (note 7) | 1,272 | 1,270 |
Operating lease liabilities | 612 | 615 |
Other liabilities | 140 | 148 |
Total liabilities | 10,518 | 10,879 |
Stockholders' equity: | ||
Additional paid-in capital | 115 | 99 |
Accumulated other comprehensive earnings (loss), net of taxes | (6) | 86 |
Retained earnings | 215 | 196 |
Total stockholders' equity | 328 | 385 |
Noncontrolling interests in equity of subsidiaries | 93 | 104 |
Total equity | 421 | 489 |
Commitments and contingencies (note 8) | ||
Total liabilities and equity | 10,939 | 11,368 |
Series A common stock | ||
Stockholders' equity: | ||
Common stock value | 4 | 4 |
Series B common stock | ||
Stockholders' equity: | ||
Common stock value | ||
Series C common stock | ||
Stockholders' equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for credit losses | $ 86 | $ 102 |
Current portion of debt, fair value | $ 271 | $ 219 |
Series A common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued (in shares) | 387,993,706 | 383,047,720 |
Common stock, shares outstanding (in shares) | 387,993,706 | 383,047,720 |
Series B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 8,927,840 | 8,700,380 |
Common stock, shares outstanding (in shares) | 8,927,840 | 8,700,380 |
Series C common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue, net | $ 2,407 | $ 2,649 | $ 4,749 | $ 5,293 |
Type of revenue | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating costs and expenses: | ||||
Cost of goods sold (exclusive of depreciation shown separately below) | $ 1,532 | $ 1,734 | $ 3,043 | $ 3,543 |
Type of cost of retail sales | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember | us-gaap:RetailMember |
Operating expense | $ 178 | $ 193 | $ 358 | $ 387 |
Selling, general and administrative, including stock-based compensation (note 2) | 418 | 466 | 826 | 944 |
Restructuring, penalties and fire related costs, net of (recoveries) (note 8) | 18 | (208) | 18 | (208) |
Depreciation and amortization | 96 | 104 | 195 | 204 |
Gain on sale of assets and leaseback transactions (note 8) | (6) | (1) | (119) | |
Total operating costs and expenses | 2,242 | 2,283 | 4,439 | 4,751 |
Operating income (loss) | 165 | 366 | 310 | 542 |
Other income (expense): | ||||
Interest expense | (119) | (123) | (236) | (217) |
Dividend and interest income | 15 | 14 | 27 | 25 |
Realized and unrealized gains (losses) on financial instruments, net (note 4) | (10) | (14) | (17) | (46) |
Loss on disposition of Zulily, net | (64) | (64) | ||
Other, net | (4) | 6 | (6) | 10 |
Total other income (expense) | (118) | (181) | (232) | (292) |
Earnings (loss) before income taxes | 47 | 185 | 78 | 250 |
Income tax (expense) benefit | (15) | (66) | (38) | (98) |
Net earnings (loss) | 32 | 119 | 40 | 152 |
Less net earnings (loss) attributable to the noncontrolling interests | 12 | 12 | 21 | 25 |
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 20 | $ 107 | $ 19 | $ 127 |
Earnings (Loss) Per Common Share | ||||
Basic net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 3): (in dollars per share) | $ 0.05 | $ 0.28 | $ 0.05 | $ 0.33 |
Diluted net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 3): (in dollars per share) | $ 0.05 | $ 0.28 | $ 0.05 | $ 0.33 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 32 | $ 119 | $ 40 | $ 152 |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | (29) | (24) | (73) | (4) |
Recognition of previously unrealized losses (gains) on debt, net | (13) | (32) | ||
Credit risk on fair value debt instruments gains (loss) | 70 | (48) | (29) | 81 |
Other comprehensive earnings (loss) | 41 | (85) | (102) | 45 |
Comprehensive earnings (loss) | 73 | 34 | (62) | 197 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 8 | 5 | 11 | 17 |
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders | $ 65 | $ 29 | $ (73) | $ 180 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 40 | $ 152 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 195 | 204 |
Stock-based compensation | 19 | 30 |
Realized and unrealized (gains) losses on financial instruments, net | 17 | 46 |
Gain on sale of assets and sale leaseback transactions | (1) | (119) |
Gain on insurance proceeds, net of fire related costs | (228) | |
Insurance proceeds received for operating expenses and business interruption losses | 226 | |
Loss on disposition of Zulily | 64 | |
Deferred income tax expense (benefit) | (60) | 25 |
Other, net | 6 | 6 |
Changes in operating assets and liabilities | ||
Decrease (increase) in accounts receivable | 395 | 403 |
Decrease (increase) in inventory | (84) | 131 |
Decrease (increase) in prepaid expenses and other assets | 39 | 61 |
(Decrease) increase in trade accounts payable | (122) | (220) |
(Decrease) increase in accrued and other liabilities | (151) | (313) |
Net cash provided (used) by operating activities | 293 | 468 |
Cash flows from investing activities: | ||
Capital expenditures | (94) | (105) |
Expenditures for television distribution rights | (13) | (107) |
Cash proceeds from dispositions of investments | 6 | 71 |
Cash paid for disposal of Zulily | (28) | |
Proceeds from sale of fixed assets | 6 | 200 |
Insurance proceeds received for fixed asset loss | 54 | |
Payments for settlements of financial instruments | (179) | |
Proceeds from settlements of financial instruments | 167 | |
Other investing activities, net | (3) | (1) |
Net cash provided (used) by investing activities | (98) | 72 |
Cash flows from financing activities: | ||
Borrowings of debt | 1,660 | 1,002 |
Repayments of debt | (1,716) | (1,320) |
Dividends paid to noncontrolling interest | (22) | (24) |
Dividends paid to common shareholders | (4) | (7) |
Indemnification agreement settlement | 25 | |
Other financing activities, net | (3) | (2) |
Net cash provided (used) by financing activities | (85) | (326) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (21) | (7) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 89 | 207 |
Cash, cash equivalents and restricted cash at beginning of period | 1,136 | 1,285 |
Cash, cash equivalents and restricted cash at end of period | $ 1,225 | $ 1,492 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated Statements of Cash Flows | ||
Cash and cash equivalents | $ 1,210 | $ 1,121 |
Restricted cash included in other current assets | $ 15 | $ 15 |
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other Assets, Current | Other Assets, Current |
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows | $ 1,225 | $ 1,136 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Equity - USD ($) $ in Millions | Common stock Series A Common stock | Additional paid-in capital | Accumulated other comprehensive earnings (loss) | Retained earnings | Noncontrolling Interest In Equity Of Subsidiaries | Total |
Balance at Dec. 31, 2022 | $ 4 | $ 53 | $ 18 | $ 337 | $ 113 | $ 525 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 127 | 25 | 152 | |||
Other comprehensive earnings (loss) | 53 | (8) | 45 | |||
Stock-based compensation | 25 | 25 | ||||
Distribution to noncontrolling interest | (24) | (24) | ||||
Withholding taxes on net share settlements of stock-based compensation | (1) | (1) | ||||
Other | 2 | 3 | 5 | |||
Balance at Jun. 30, 2023 | 4 | 79 | 71 | 467 | 106 | 727 |
Balance at Mar. 31, 2023 | 4 | 67 | 149 | 358 | 113 | 691 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 107 | 12 | 119 | |||
Other comprehensive earnings (loss) | (78) | (7) | (85) | |||
Stock-based compensation | 11 | 11 | ||||
Distribution to noncontrolling interest | (12) | (12) | ||||
Other | 1 | 2 | 3 | |||
Balance at Jun. 30, 2023 | 4 | 79 | 71 | 467 | 106 | 727 |
Balance at Dec. 31, 2023 | 4 | 99 | 86 | 196 | 104 | 489 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 19 | 21 | 40 | |||
Other comprehensive earnings (loss) | (92) | (10) | (102) | |||
Stock-based compensation | 17 | 17 | ||||
Distribution to noncontrolling interest | (22) | (22) | ||||
Withholding taxes on net share settlements of stock-based compensation | (2) | (2) | ||||
Other | 1 | 1 | ||||
Balance at Jun. 30, 2024 | 4 | 115 | (6) | 215 | 93 | 421 |
Balance at Mar. 31, 2024 | 4 | 107 | (51) | 195 | 96 | 351 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 20 | 12 | 32 | |||
Other comprehensive earnings (loss) | 45 | (4) | 41 | |||
Stock-based compensation | 8 | 8 | ||||
Distribution to noncontrolling interest | (11) | (11) | ||||
Balance at Jun. 30, 2024 | $ 4 | $ 115 | $ (6) | $ 215 | $ 93 | $ 421 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Qurate Retail, Inc. and its controlled subsidiaries (collectively, "Qurate Retail," the "Company," “Consolidated Qurate Retail,” “us,” “we,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”), Cornerstone Brands, Inc. (“CBI”), and other cost method investments. Qurate Retail is primarily engaged in the video and online commerce industries in North America, Europe and Asia. The businesses of the Company’s wholly-owned subsidiaries, QVC and CBI, are seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping. The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, 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 ("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 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. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Qurate Retail's Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”). The preparation of financial statements in conformity with 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. Qurate Retail considers (i) fair value measurements, (ii) accounting for income taxes, and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates. Qurate Retail has entered into certain agreements with Liberty Media Corporation ("LMC"), a separate publicly traded company. These agreements include a reorganization agreement, services agreement and facilities sharing agreement. As a result of certain corporate transactions, LMC and Qurate Retail may have obligations to each other for certain tax related matters. Neither Qurate Retail nor LMC has any stock ownership, beneficial or otherwise, in the other. In connection with a split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”), Qurate Retail and GCI Liberty, Inc. (“GCI Liberty”) entered into a tax sharing agreement. Pursuant to the tax sharing agreement, GCI Liberty agreed to indemnify Qurate Retail for taxes and tax-related losses resulting from the GCI Liberty Split-Off to the extent such taxes or tax-related losses (i) result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by GCI Liberty (applicable to actions or failures to act by GCI Liberty and its subsidiaries following the completion of the GCI Liberty Split-Off), or (ii) result from Section 355(e) of the Internal Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI Liberty Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation). Following a merger between Liberty Broadband Corporation (“Liberty Broadband”) and GCI Liberty, Liberty Broadband has assumed the tax sharing agreement. In December 2019, the Company entered into an amended services agreement. Under the amended services agreement, components of LMC’s Chief Executive Officer’s compensation are either paid directly to him or reimbursed to LMC, in each case, based on allocations set forth in the amended services agreement , currently set at 10% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events. The reorganization agreement with LMC provides for, among other things, provisions governing the relationship between Qurate Retail and LMC, including certain cross-indemnities. Pursuant to the services agreement, LMC provides Qurate Retail with certain general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Qurate Retail reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. Under the facilities sharing agreement, LMC shares office space and related amenities at its corporate headquarters with Qurate Retail. Under these various agreements, approximately $3 million and $2 million was reimbursable to LMC for the three months ended June 30, 2024 and 2023, respectively, and $6 million and $4 million for the six months ended June 30, 2024 and 2023, respectively. Qurate Retail had a tax sharing payable to Liberty Broadband in the amount of approximately $20 million and $16 million as of June 30, 2024 and December 31, 2023, respectively, included in other liabilities in the condensed consolidated balance sheets. Zulily, LLC (“Zulily”) was a wholly owned subsidiary of Qurate Retail until its divestiture on May 24, 2023. Qurate Retail recognized a loss on the divestiture of $64 million in the second quarter of 2023. Zulily is included in Corporate and other through May 23, 2023 and is not presented as a discontinued operation as the disposition did not represent a strategic shift that had a major effect on Qurate Retail’s operations and financial results. Included in revenue in the accompanying condensed consolidated statements of operations is $109 million and $301 million for the three and six months ended June 30, 2023, respectively, related to Zulily. Included in net earnings (loss) in the accompanying condensed consolidated statement of operations are losses of $9 million and $44 million for the three and six months ended June 30, 2023, respectively, related to Zulily. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | (2) Stock-Based Compensation The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and RSAs) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $3 million and $14 million of stock-based compensation during the three months ended June 30, 2024 and 2023, respectively, and $19 million and $30 million of stock-based compensation during the six months ended June 30, 2024 and 2023, respectively. Qurate Retail—RSUs During the six months ended June 30, 2024 and in connection with their employment agreements, Qurate Retail granted 3.7 million performance-based, stock-settled RSUs of Series A Qurate Retail common stock (“QRTEA”) to our President and Chief Executive Officer and 296 thousand performance-based, stock-settled RSUs of Series B Qurate Retail common stock (“QRTEB”) to our Chairman of the Board. Such RSUs had a GDFV of $1.23 per share and $5.01 per share, respectively, and vest one year from the month The following table presents the number of cash-settled RSUs granted by the Company during the six months ended June 30, 2024: Six months ended June 30, 2024 RSUs Granted (000's) QRTEA time-based RSUs, subsidiary employees (1) 20,945 QRTEA performance-based RSUs, subsidiary employees (2) 20,305 QRTEA performance-based RSUs, Qurate Retail employees (3) 921 (1) Grants mainly vest equally over three years . (2) Grants vest equally over three years , subject to the satisfaction of certain performance objectives. (3) Grants vest one year from the month of grant, subject to the satisfaction of certain performance objectives. For cash-settled RSUs, the liability and compensation expense related to such awards is adjusted at the end of each reporting period based on the closing market price of QRTEA on the last trading day of the quarter. For awards that are performance-based, performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. Qurate Retail—Outstanding Awards The following tables present the number and weighted average exercise price ("WAEP") of the options to purchase Qurate Retail common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options. Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Options outstanding at January 1, 2024 23,530 $ 7.72 Granted — $ — Exercised — $ — Forfeited/Cancelled (3,203) $ 10.62 Options outstanding at June 30, 2024 20,327 $ 7.26 2.3 years $ — Options exercisable at June 30, 2024 18,020 $ 7.10 2.1 years $ — Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Options outstanding at January 1, 2024 723 $ 12.35 Granted — $ — Exercised — $ — Forfeited/Cancelled (316) $ 11.59 Options outstanding at June 30, 2024 407 $ 12.95 0.8 years $ — Options exercisable at June 30, 2024 407 $ 12.95 0.8 years $ — The following table presents the number and weighted average GDFV of stock-settled RSUs granted to certain officers, employees and directors of the Company. Weighted Weighted Series A Average Series B Average (000's) GDFV (000's) GDFV RSUs outstanding at January 1, 2024 14,691 $ 3.30 353 $ 5.51 Granted 3,740 $ 1.23 296 $ 5.01 Vested (5,675) $ 3.73 (353) $ 4.85 Forfeited/Cancelled (1,831) $ 2.33 — $ — RSUs outstanding at June 30, 2024 10,925 $ 2.53 296 $ 5.01 As of June 30, 2024, Qurate Retail also had 1.1 million QRTEB RSAs outstanding with a GDFV of $13.65 per share. As of June 30, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $39 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.7 years. As of June 30, 2024, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 20.3 million shares of QRTEA and 0.4 million shares of QRTEB. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | (3) Earnings (Loss) Per Common Share Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding ("WASO") for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. Excluded from diluted EPS for the three months ended June 30, 2024 and 2023 are 21 million and 26 million potential common shares, respectively, because their inclusion would have been antidilutive. Excluded from diluted EPS for the six months ended June 30, 2024 and 2023 are 21 million and 28 million potential common shares, respectively, because their inclusion would have been antidilutive. Qurate Retail Common Stock Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 396 388 394 385 Potentially dilutive shares 1 1 1 1 Diluted WASO 397 389 395 386 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, 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 at fair value are as follows: Fair Value Measurements at Fair Value Measurements at June 30, 2024 December 31, 2023 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 950 950 — 726 726 — Debt $ 271 — 271 219 — 219 The majority of the Company's Level 2 financial assets and liabilities are primarily debt instruments and derivative instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs. Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Equity securities — (14) (2) (17) Exchangeable senior debentures (10) 18 (15) (13) Other financial instruments — (18) — (16) $ (10) (14) (17) (46) The Company has elected to account for its exchangeable debt using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statement of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). During the three and six months ended June 30, 2023, the Company recognized $19 million and $44 million, respectively, of previously unrecognized gains, which was recognized through realized and unrealized gains (losses) on financial instruments, net on the condensed consolidated statement of operations. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets | |
Intangible Assets | (5) Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: QxH QVC Int'l CBI Total amounts in millions Balance at January 1, 2024 $ 2,367 785 12 3,164 Foreign currency translation adjustments — (38) — (38) Balance at June 30, 2024 $ 2,367 747 12 3,126 Intangible Assets Subject to Amortization Amortization expense for intangible assets with finite useful lives was $73 million and $78 million for the three months ended June 30, 2024 and 2023, respectively, and $150 million and $152 million for the six months ended June 30, 2024 and 2023, respectively. Based on its amortizable intangible assets as of June 30, 2024, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2024 $ 144 2025 $ 185 2026 $ 114 2027 $ 14 2028 $ — |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Debt is summarized as follows: Outstanding principal at Carrying value June 30, 2024 June 30, 2024 December 31, 2023 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 286 8.25% Senior Debentures due 2030 505 503 503 4% Exchangeable Senior Debentures due 2029 (1) 351 105 101 3.75% Exchangeable Senior Debentures due 2030 (1) 428 166 118 Subsidiary level notes and facilities QVC 4.85% Senior Secured Notes due 2024 — — 423 QVC 4.45% Senior Secured Notes due 2025 586 585 585 QVC 4.75% Senior Secured Notes due 2027 575 575 575 QVC 4.375% Senior Secured Notes due 2028 500 500 500 QVC 5.45% Senior Secured Notes due 2034 400 400 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 225 QVC 6.25% Senior Secured Notes due 2068 500 500 500 QVC Senior Secured Credit Facility 1,225 1,225 857 Deferred loan costs — (31) (32) Total consolidated Qurate Retail debt $ 5,882 5,339 5,340 Less current classification (856) (642) Total long-term debt $ 4,483 4,698 (1) Measured at fair value QVC Senior Secured Notes During the second quarter of 2023, QVC purchased $177 million of the outstanding 4.85% Senior Secured Notes due 2024 (the "2024 Notes") and $15 million of the outstanding 4.45% Senior Secured Notes due 2025 (the "2025 Notes"). As a result of the repurchases, the Company recorded a gain on extinguishment of debt of $10 million for the three and six months ended June 30, 2023, which is included in other, net in the condensed consolidated statements of operations. On February 27, 2024, QVC delivered a notice of redemption to the trustee and holders of the 2024 Notes. Pursuant to the notice of redemption, QVC redeemed the remaining outstanding 2024 Notes in full on March 28, 2024. As of June 30, 2024, the remaining outstanding 2025 Notes are classified within the current portion of long-term debt as they mature in less than one year. The senior secured notes permit QVC to make unlimited dividends or other restricted payments so long as QVC is not in default under the indentures governing the senior secured notes and QVC’s consolidated leverage ratio is not greater than 3.5 to 1.0 (the “senior secured notes leverage basket”). As of June 30, 2024, QVC’s consolidated leverage ratio (as calculated under QVC’s senior secured notes) was greater than 3.5 to 1.0 and as a result QVC is restricted in its ability to make dividends or other restricted payments under the senior secured notes. Although QVC will not be able to make unlimited dividends or other restricted payments under the senior secured notes leverage basket, QVC will continue to be permitted to make unlimited dividends to parent entities of QVC to service the principal and interest when due in respect of indebtedness of such parent entities (so long as there is no default under the indentures governing QVC’s senior secured notes) and permitted to make certain restricted payments to Qurate Retail under an intercompany tax sharing agreement in respect of certain tax obligations of QVC and its subsidiaries. QVC Senior Secured Credit Facility On October 27, 2021, QVC amended and restated its latest credit agreement (as amended and restated, the “Fifth Amended and Restated Credit Agreement”) and refinanced QVC’s existing bank credit facility by entering into the Fifth Amended and Restated Credit Agreement with Zulily, CBI, and QVC Global Corporate Holdings, LLC (“QVC Global”), each a direct or indirect (or former, in the case of Zulily) wholly owned subsidiary of Qurate Retail, as borrowers (QVC, Zulily, CBI and QVC Global, collectively, the “Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein. In connection with the Zulily divestiture (see note 1), Zulily is no longer a co-borrower in the Credit Facility, and Zulily repaid its outstanding borrowings under the Fifth Amended and Restated Credit Agreement using cash contributed from Qurate Retail, which was approximately $80 million. The Fifth Amended and Restated Credit Agreement is a multi-currency facility providing for a $3.25 billion revolving credit facility (the “Credit Facility”), with a $450 million sub-limit for letters of credit and an alternative currency revolving sub-limit equal to 50% of the revolving commitments thereunder. The Credit Facility may be borrowed by any Borrower, with each Borrower jointly and severally liable for the outstanding borrowings. Borrowings under the Fifth Amended and Restated Credit Agreement bear interest at either the alternate base rate (such rate, the “ABR Rate”) or a London Inter-bank Offered Rate (“LIBOR”)-based rate (or the applicable non-U.S. Dollar equivalent rate) (such rate, the “Term Benchmark/RFR Rate”) at the applicable Borrower’s election in each case plus a margin. Borrowings that are ABR Rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% and 0.625% depending on the Borrowers’ combined ratio of consolidated total debt to consolidated EBITDA (the “consolidated leverage ratio”). Borrowings that are Term Benchmark/RFR Rate loans will bear interest at a per annum rate equal to the applicable rate plus a margin that varies between 1.25% and 1.625% depending on the Borrowers’ consolidated leverage ratio. 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; provided that, if CBI, QVC Global or any other borrower under the Credit Facility (other than QVC) is removed, at the election of QVC, as a borrower thereunder, all of its loans must be repaid and its letters of credit are terminated or cash collateralized. Any amounts prepaid on the Credit Facility may be reborrowed. On June 20, 2023, QVC, QVC Global and CBI, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto entered into an agreement whereby, in accordance with the Fifth Amended and Restated Credit Agreement, LIBOR-based rate loans denominated in U.S. dollars made on or after June 30, 2023 would be replaced with SOFR-based rate loans. Borrowings that are Secured Overnight Financing Rate (“SOFR”)-based loans will bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus a margin that varies between 1.25% and 1.625% depending on the Borrowers’ consolidated leverage ratio. The loans under the Credit Facility are scheduled to mature on October 27, 2026. Payment of the loans may be accelerated following certain customary events of default. The payment and performance of the Borrowers’ obligations under the Fifth Amended and Restated Credit Agreement are guaranteed by each of QVC’s, QVC Global’s, and CBI’s Material Domestic Subsidiaries (as defined in the Fifth Amended and Restated Credit Agreement), if any, and certain other subsidiaries of any Borrower that such Borrower has chosen to provide guarantees. Further, the borrowings under the Fifth Amended and Restated Credit Agreement are secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests. The borrowings under the Fifth Amended and Restated Credit Agreement are also secured by a pledge of all of CBI’s equity interests. The Fifth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on the Borrowers and each of their respective restricted subsidiaries (subject to certain exceptions) 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 the Borrowers’ consolidated leverage ratio. Borrowings under the Fifth Amended and Restated Credit Agreement may be used to repay outstanding indebtedness, pay certain fees and expenses, finance working capital needs and general purposes of the Borrowers and their respective subsidiaries and make certain restricted payments and loans to the Borrowers’ respective parents and affiliates. Availability under the Fifth Amended and Restated Credit Agreement at June 30, 2024 was $1,860 million. The interest rate on the Credit Facility was 6.9% and 6.6% at June 30, 2024 and 2023, respectively. Exchangeable Senior Debentures The Company has elected to account for its exchangeable senior debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. See note 4 for information related to unrealized gains (losses) on debt measured at fair value. As of June 30, 2024 the Company’s 3.75% and 4.0% Exchangeable Debentures have been classified as current because the Company does not own shares to exchange the debentures. The Company reviews the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event. Fair Value of Debt Qurate Retail estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Qurate Retail for debt of the same remaining maturities (Level 2). The QVC 6.375% Senior Secured Notes due 2067 (“2067 Notes”) and the QVC 6.25% Senior Secured Notes Due 2068 (“2068 Notes”) are traded on the New York Stock Exchange, and the Company considers them to be actively traded. As such, the 2067 Notes and 2068 Notes are valued based on their trading price (Level 1). The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2024 are as follows (amounts in millions): Senior debentures $ 384 QVC senior secured notes $ 2,210 Due to the variable rate nature, Qurate Retail believes that the carrying amount of its other debt, not discussed above, approximated fair value at June 30, 2024. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Preferred Stock. | |
Preferred Stock | (7) Preferred Stock On September 14, 2020, Qurate Retail issued its 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”). There were 13,500,000 shares of Preferred Stock authorized and 12,723,213 shares of Preferred Stock issued and outstanding Priority. The Preferred Stock ranks senior to the shares of Qurate Retail common stock, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of Qurate Retail’s affairs. Shares of Preferred Stock are not convertible into shares of Qurate Retail common stock. Dividends. The ability of Qurate Retail to declare or pay any dividend on, or purchase, redeem, or otherwise acquire, any of its common stock or any other stock ranking on parity with the Preferred Stock will be subject to restrictions if Qurate Retail does not pay all dividends and all redemption payments on the Preferred Stock, subject to certain exceptions as set forth in the Certificate of Designations. Distributions upon Liquidation, Dissolution or Winding Up. Upon Qurate Retail’s liquidation, winding-up or dissolution, each holder of shares of the Preferred Stock will be entitled to receive, before any distribution is made to the holders of Qurate Retail common stock, an amount equal to the liquidation price plus all unpaid dividends (whether or not declared) accrued from the immediately preceding dividend payment date, subject to the prior payment of liabilities owed to Qurate Retail’s creditors and the preferential amounts to which any stock senior to the Preferred Stock is entitled. The Preferred Stock has a liquidation price equal to the sum of (i) $100 , plus (ii) all accrued and unpaid dividends (whether or not declared) that have been added to the liquidation price. Mandatory and Optional Redemption. The Preferred Stock is subject to mandatory redemption on March 15, 2031 at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date . On or after the fifth anniversary of September 14, 2020 (the “Original Issue Date”), Qurate Retail may redeem all or a portion of the outstanding shares of Preferred Stock, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date plus, if the redemption is (x) on or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary, 4.00% of the liquidation price, (y) on or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary, 2.00% of the liquidation price and (z) on or after the seventh anniversary of the Original Issue Date, zero . Both mandatory and optional redemptions must be paid in cash. Voting Power. Holders of the Preferred Stock will not have any voting rights or powers, except as specified in the Certificate of Designations or as required by Delaware law. Preferred Stock Directors . So long as the aggregate liquidation price of the outstanding shares of Preferred Stock exceeds 25% of the aggregate liquidation price of the shares of Preferred Stock issued on the Original Issue Date, holders of Preferred Stock will have certain director election rights as described in the Certificate of Designations whenever dividends on shares of Preferred Stock have not been declared and paid for two consecutive dividend periods and whenever Qurate Retail fails to pay the applicable redemption price in full with respect to any redemption of the Preferred Stock or fails to make a payment with respect to the Preferred Stock in connection with a liquidation or Extraordinary Transactions (as defined in the Certificate of Designations). Recognition . As the Preferred Stock is subject to unconditional mandatory redemption in cash and was issued in the form of a share, the Company concluded the Preferred Stock was a mandatorily redeemable financial instrument and should be classified as a liability in the condensed consolidated balance sheets. The Preferred Stock was initially recorded at its fair value, which was determined to be the liquidation preference of $100 per share, and continues to be recorded at this value until the settlement date. Given the liability classification of the Preferred Stock, all dividends accrued will be classified as interest expense in the condensed consolidated statements of operations. The fair value of the Preferred Stock (level 1) was $535 million as of June 30, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (8) Commitments and Contingencies Litigation 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 Qurate Retail 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 amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. Fire at Rocky Mount Fulfillment Center On December 18, 2021, QVC experienced a fire at its Rocky Mount fulfillment center in North Carolina. Rocky Mount was QVC’s second-largest fulfillment center for the operating segment comprised of QVC U.S. and HSN (“QxH”) and QVC’s primary returns center for hard goods. QVC maintains property, general liability and business interruption insurance coverage. In June 2023, QVC agreed to a final insurance settlement with its insurance company and received all remaining proceeds related to the Rocky Mount claim. During the three and six months ended June 30, 2023, QVC received $225 million and $280 million of insurance proceeds, of which $210 million represented recoveries for business interruption losses. During the three and six months ended June 30, 2023, QVC recorded $16 million and $27 million of fire related costs, respectively, and recognized net gains of $209 million and $213 million, respectively, representing proceeds received in excess of recoverable losses, in restructuring, penalties and fire related costs, net of (recoveries) in the condensed consolidated statement of operations. In February 2023, QVC sold the Rocky Mount fulfillment center to an independent third party and received cash proceeds of $2 million and $17 million during the three and six months ended June 30, 2023, respectively. QVC recognized gains on the sale of $2 million and $15 million during the three and six months ended June 30, 2023, respectively, calculated as the difference between the aggregate consideration received and the carrying value of the property. The gain is included in restructuring, penalties and fire related costs, net of (recoveries) in the condensed consolidated statement of operations. QVC Restructuring On June 27, 2022, Qurate Retail announced a five-point turnaround plan designed to stabilize and differentiate its core QVC U.S. and HSN brands and expand the Company's leadership in video streaming commerce (“Project Athens”). Project Athens main initiatives include: (i) improve customer experience and grow relationships; (ii) rigorously execute core processes; (iii) lower cost to serve; (iv) optimize the brand portfolio; and (v) build new high growth businesses. During 2022, QVC commenced the first phase of Project Athens including actions to reduce inventory and a planned workforce reduction that was completed in February 2023. During the six months ended June 30, 2023, QVC recorded restructuring charges During the second quarter of 2024, QVC entered into an agreement and announced a plan to shift its global operating model for information technology services to a managed services model. As a result, during the three and six months ended June 30, 2024 QVC recorded restructuring charges of $18 million in restructuring, penalties and fire related costs, net of (recoveries) in the condensed consolidated statement of operations. Zulily Restructuring In the first quarter of 2022, Zulily began to execute a series of transformation initiatives, beginning with the announcement of the closure of its fulfillment center in Bethlehem, Pennsylvania, and reduction in corporate workforce. These initiatives were consistent with Zulily’s strategy to operate more efficiently as it implemented its turnaround plan. Zulily recorded $1 million of restructuring charges during the three months ended June 30, 2023, and $5 million of restructuring charges during the six months ended June 30, 2023 related to its reduction in corporate workforce. See note 1 for a discussion regarding the Company’s divestiture of Zulily on May 24, 2023. Gains on sale leaseback transactions In November 2022, QVC entered into agreements to sell two properties located in Germany and the United Kingdom (“U.K.”) to an independent third party. Under the terms of the agreements, QVC received net cash proceeds of $102 million related to its German facility and $80 million related to its U.K. facility when the sale closed in January 2023. Concurrent with the sale, the Company entered into agreements to lease each of the properties back from the purchaser over an initial term of 20 years with the option to extend the terms of the property leases for up to four consecutive terms of five years . QVC recorded a gain of $ 69 million and $44 million related to the successful sale leaseback of the German and U.K. properties, respectively, during the first quarter of 2023 calculated as the difference between the aggregate consideration received and the carrying value of the properties. QVC accounted for the leases as operating at the close of the sale leaseback transaction, leases and recorded a $42 million and $32 million right-of-use asset and operating lease liability for the German and U.K. properties, respectively. In December 2023, QVC entered into an agreement to sell an owned and operated property in Germany to an independent third party. This property was owned and considered held for sale as of December 31, 2023, and is included in other assets, at cost, net of accumulated amortization in the condensed consolidated balance sheet. Under the terms of the agreement, QVC received net cash proceeds of $6 million related to its German facility when the sale closed in February 2024. QVC recognized a $1 million gain related to the sale during the first quarter of 2024, calculated as the difference between the aggregate consideration received and the carrying value of the property. asset On October 31, 2022, the Company entered into foreign currency forward contracts with an aggregate notional amount of $167 million to mitigate the foreign currency risk associated with the sale and leaseback of the Germany and U.K. properties. The forwards did not qualify as cash flow hedges under GAAP. Changes in the fair value of the forwards are reflected in realized and unrealized gains (losses) on financial instruments, net in the condensed consolidated statements of operations. The contracts expired in January 2023 which resulted in a net cash settlement of $12 million. |
Information About Qurate Retail
Information About Qurate Retail's Operating Segments | 6 Months Ended |
Jun. 30, 2024 | |
Information About Qurate Retail's Operating Segments | |
Information About Qurate Retail's Operating Segments | (9) Information About Qurate Retail's Operating Segments Qurate Retail, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and online commerce industries. Qurate Retail identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Qurate Retail's annual pre-tax earnings. The Qurate Retail chief operating decision maker primarily evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA. In addition, Qurate Retail reviews nonfinancial measures such as unique website visitors, number of units shipped, conversion rates and active customers, as appropriate. For the six months ended June 30, 2024, Qurate Retail has identified the following operating segments as its reportable segments: ● QxH – QVC U.S. and HSN market and sell a wide variety of consumer products in the U.S., primarily by means of their televised shopping programs and via the Internet through their websites and mobile applications. ● QVC International – QVC International markets and sells a wide variety of consumer products in several foreign countries, primarily by means of its televised shopping programs and via the Internet through its international websites and mobile applications. ● CBI – CBI consists of a portfolio of aspirational home and apparel brands in the U.S. that sell merchandise through brick-and-mortar retail locations as well as via the Internet through their websites. Qurate Retail's operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments are the same as those described in the Company's Summary of Significant Accounting Policies in the 2023 10-K. Performance Measures Disaggregated revenue by segment and product category consisted of the following: Three months ended June 30, 2024 QxH QVC Int'l CBI Corp and other Total in millions Home $ 596 221 234 — 1,051 Apparel 328 105 39 — 472 Beauty 239 141 — — 380 Accessories 212 53 — — 265 Electronics 73 16 — — 89 Jewelry 73 39 — — 112 Other revenue 37 1 — — 38 Total Revenue $ 1,558 576 273 — 2,407 Six months ended June 30, 2024 QxH QVC Int'l CBI Corp and other Total in millions Home $ 1,185 458 423 — 2,066 Apparel 610 213 81 — 904 Beauty 478 270 — — 748 Accessories 413 101 — — 514 Electronics 181 31 — — 212 Jewelry 153 72 — — 225 Other revenue 77 3 — — 80 Total Revenue $ 3,097 1,148 504 — 4,749 Three months ended June 30, 2023 QxH QVC Int'l CBI Corp and other Total in millions Home $ 602 244 275 26 1,147 Apparel 340 111 41 43 535 Beauty 264 143 — 5 412 Accessories 223 56 — 28 307 Electronics 82 15 — — 97 Jewelry 65 35 — 3 103 Other revenue 42 2 — 4 48 Total Revenue $ 1,618 606 316 109 2,649 Six months ended June 30, 2023 QxH QVC Int'l CBI Corp and other Total in millions Home $ 1,237 481 489 76 2,283 Apparel 635 224 86 113 1,058 Beauty 510 276 — 14 800 Accessories 415 107 — 78 600 Electronics 192 32 — 2 226 Jewelry 142 74 — 11 227 Other revenue 88 4 — 7 99 Total Revenue $ 3,219 1,198 575 301 5,293 Adjusted OIBDA is summarized as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 amounts in millions QxH $ 194 185 379 324 QVC International 77 77 152 149 CBI 19 25 25 29 Corporate and other (8) (17) (15) (53) Consolidated Qurate Retail $ 282 270 541 449 Other Information June 30, 2024 Total assets Capital expenditures amounts in millions QxH $ 7,749 61 QVC International 1,748 20 CBI 586 13 Corporate and other 856 — Consolidated Qurate Retail $ 10,939 94 The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 282 270 541 449 Stock-based compensation (3) (14) (19) (30) Depreciation and amortization (96) (104) (195) (204) Restructuring, penalties and fire related costs, net of recoveries (18) 208 (18) 208 Gain on sale of assets and sale leaseback transactions — 6 1 119 Operating income (loss) $ 165 366 310 542 Interest expense (119) (123) (236) (217) Interest and dividend income 15 14 27 25 Realized and unrealized gains (losses) on financial instruments, net (10) (14) (17) (46) Loss on disposition of Zulily, net — (64) — (64) Other, net (4) 6 (6) 10 Earnings (loss) before income taxes $ 47 185 78 250 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 20 | $ 107 | $ 19 | $ 127 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of number of cash-settled RSUs granted | Six months ended June 30, 2024 RSUs Granted (000's) QRTEA time-based RSUs, subsidiary employees (1) 20,945 QRTEA performance-based RSUs, subsidiary employees (2) 20,305 QRTEA performance-based RSUs, Qurate Retail employees (3) 921 (1) Grants mainly vest equally over three years . (2) Grants vest equally over three years , subject to the satisfaction of certain performance objectives. (3) Grants vest one year from the month of grant, subject to the satisfaction of certain performance objectives. |
Schedule of number and weighted average GDFV of RSUs granted to certain officers, employees and directors | Weighted Weighted Series A Average Series B Average (000's) GDFV (000's) GDFV RSUs outstanding at January 1, 2024 14,691 $ 3.30 353 $ 5.51 Granted 3,740 $ 1.23 296 $ 5.01 Vested (5,675) $ 3.73 (353) $ 4.85 Forfeited/Cancelled (1,831) $ 2.33 — $ — RSUs outstanding at June 30, 2024 10,925 $ 2.53 296 $ 5.01 |
Common Class A | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Weighted Aggregate average intrinsic Series A remaining value (000's) WAEP life (millions) Options outstanding at January 1, 2024 23,530 $ 7.72 Granted — $ — Exercised — $ — Forfeited/Cancelled (3,203) $ 10.62 Options outstanding at June 30, 2024 20,327 $ 7.26 2.3 years $ — Options exercisable at June 30, 2024 18,020 $ 7.10 2.1 years $ — |
Common Class B | |
Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards | Weighted Aggregate average intrinsic Series B remaining value (000's) WAEP life (millions) Options outstanding at January 1, 2024 723 $ 12.35 Granted — $ — Exercised — $ — Forfeited/Cancelled (316) $ 11.59 Options outstanding at June 30, 2024 407 $ 12.95 0.8 years $ — Options exercisable at June 30, 2024 407 $ 12.95 0.8 years $ — |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) Per Common Share | |
Schedule of WASO | Qurate Retail Common Stock Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 396 388 394 385 Potentially dilutive shares 1 1 1 1 Diluted WASO 397 389 395 386 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | Fair Value Measurements at Fair Value Measurements at June 30, 2024 December 31, 2023 Quoted Quoted prices prices in active Significant in active Significant markets for other markets for other identical observable identical observable assets inputs assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 950 950 — 726 726 — Debt $ 271 — 271 219 — 219 |
Summary of realized and unrealized gains (losses) on financial instruments | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Equity securities — (14) (2) (17) Exchangeable senior debentures (10) 18 (15) (13) Other financial instruments — (18) — (16) $ (10) (14) (17) (46) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | QxH QVC Int'l CBI Total amounts in millions Balance at January 1, 2024 $ 2,367 785 12 3,164 Foreign currency translation adjustments — (38) — (38) Balance at June 30, 2024 $ 2,367 747 12 3,126 |
Schedule of amortization expense for the next five years | Based on its amortizable intangible assets as of June 30, 2024, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2024 $ 144 2025 $ 185 2026 $ 114 2027 $ 14 2028 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Long-Term Debt | |
Schedule of debt summarized | Outstanding principal at Carrying value June 30, 2024 June 30, 2024 December 31, 2023 amounts in millions Corporate level debentures 8.5% Senior Debentures due 2029 $ 287 286 286 8.25% Senior Debentures due 2030 505 503 503 4% Exchangeable Senior Debentures due 2029 (1) 351 105 101 3.75% Exchangeable Senior Debentures due 2030 (1) 428 166 118 Subsidiary level notes and facilities QVC 4.85% Senior Secured Notes due 2024 — — 423 QVC 4.45% Senior Secured Notes due 2025 586 585 585 QVC 4.75% Senior Secured Notes due 2027 575 575 575 QVC 4.375% Senior Secured Notes due 2028 500 500 500 QVC 5.45% Senior Secured Notes due 2034 400 400 399 QVC 5.95% Senior Secured Notes due 2043 300 300 300 QVC 6.375% Senior Secured Notes due 2067 225 225 225 QVC 6.25% Senior Secured Notes due 2068 500 500 500 QVC Senior Secured Credit Facility 1,225 1,225 857 Deferred loan costs — (31) (32) Total consolidated Qurate Retail debt $ 5,882 5,339 5,340 Less current classification (856) (642) Total long-term debt $ 4,483 4,698 (1) Measured at fair value |
Schedule of fair value of debt securities that are not reported at fair value condensed consolidated balance sheet | The fair value of Qurate Retail's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2024 are as follows (amounts in millions): Senior debentures $ 384 QVC senior secured notes $ 2,210 |
Information About Qurate Reta_2
Information About Qurate Retail's Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Information About Qurate Retail's Operating Segments | |
Schedule of disaggregation of revenue | Three months ended June 30, 2024 QxH QVC Int'l CBI Corp and other Total in millions Home $ 596 221 234 — 1,051 Apparel 328 105 39 — 472 Beauty 239 141 — — 380 Accessories 212 53 — — 265 Electronics 73 16 — — 89 Jewelry 73 39 — — 112 Other revenue 37 1 — — 38 Total Revenue $ 1,558 576 273 — 2,407 Six months ended June 30, 2024 QxH QVC Int'l CBI Corp and other Total in millions Home $ 1,185 458 423 — 2,066 Apparel 610 213 81 — 904 Beauty 478 270 — — 748 Accessories 413 101 — — 514 Electronics 181 31 — — 212 Jewelry 153 72 — — 225 Other revenue 77 3 — — 80 Total Revenue $ 3,097 1,148 504 — 4,749 Three months ended June 30, 2023 QxH QVC Int'l CBI Corp and other Total in millions Home $ 602 244 275 26 1,147 Apparel 340 111 41 43 535 Beauty 264 143 — 5 412 Accessories 223 56 — 28 307 Electronics 82 15 — — 97 Jewelry 65 35 — 3 103 Other revenue 42 2 — 4 48 Total Revenue $ 1,618 606 316 109 2,649 Six months ended June 30, 2023 QxH QVC Int'l CBI Corp and other Total in millions Home $ 1,237 481 489 76 2,283 Apparel 635 224 86 113 1,058 Beauty 510 276 — 14 800 Accessories 415 107 — 78 600 Electronics 192 32 — 2 226 Jewelry 142 74 — 11 227 Other revenue 88 4 — 7 99 Total Revenue $ 3,219 1,198 575 301 5,293 |
Schedule of adjusted OIBDA | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 amounts in millions QxH $ 194 185 379 324 QVC International 77 77 152 149 CBI 19 25 25 29 Corporate and other (8) (17) (15) (53) Consolidated Qurate Retail $ 282 270 541 449 |
Schedule of other information by segment | June 30, 2024 Total assets Capital expenditures amounts in millions QxH $ 7,749 61 QVC International 1,748 20 CBI 586 13 Corporate and other 856 — Consolidated Qurate Retail $ 10,939 94 |
Schedule of reconciliation of adjusted OIBDA to operating income (loss) and earnings (loss) before income taxes | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 282 270 541 449 Stock-based compensation (3) (14) (19) (30) Depreciation and amortization (96) (104) (195) (204) Restructuring, penalties and fire related costs, net of recoveries (18) 208 (18) 208 Gain on sale of assets and sale leaseback transactions — 6 1 119 Operating income (loss) $ 165 366 310 542 Interest expense (119) (123) (236) (217) Interest and dividend income 15 14 27 25 Realized and unrealized gains (losses) on financial instruments, net (10) (14) (17) (46) Loss on disposition of Zulily, net — (64) — (64) Other, net (4) 6 (6) 10 Earnings (loss) before income taxes $ 47 185 78 250 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Basis | |||||
Loss on disposition of Zulily, net | $ (64) | $ (64) | |||
Affiliated Entity | Liberty Broadband | |||||
Basis | |||||
Other liabilites | $ 20 | $ 20 | $ 16 | ||
Affiliated Entity | Liberty Media | |||||
Basis | |||||
Related party transaction, amounts of transaction | $ 3 | 2 | $ 6 | 4 | |
Affiliated Entity | Liberty Media | CEO | |||||
Basis | |||||
CEO compensation allocation percentage | 10% | ||||
Zulily | Disposed of by Sale, Not Discontinued Operations | |||||
Basis | |||||
Loss on disposition of Zulily, net | (64) | ||||
Revenue | 109 | 301 | |||
Net loss | $ (9) | $ (44) |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Allocated To Selling, General And Administrative Expenses) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-Based Compensation | ||||
Stock-based compensation | $ 3 | $ 14 | $ 19 | $ 30 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Common Class A | Restricted Stock Units (RSUs) | |
Stock-based compensation | |
Grants in period | 3,740 |
Weighted Average GDFV | $ / shares | $ 1.23 |
Common Class A | Qurate Retail common stock, subsidiary employees | Performance Shares | |
Stock-based compensation | |
Grants in period | 20,305 |
Award vesting period | 3 years |
Common Class A | Qurate Retail common stock, subsidiary employees | Time-based RSUs | |
Stock-based compensation | |
Grants in period | 20,945 |
Award vesting period | 3 years |
Common Class A | Qurate Retail Employees | Performance Shares | |
Stock-based compensation | |
Grants in period | 921 |
Award vesting period | 1 year |
Common Class A | Qurate Retail President and CEO | Performance Shares | |
Stock-based compensation | |
Grants in period | 3,700 |
Weighted Average GDFV | $ / shares | $ 1.23 |
Award vesting period | 1 year |
Common Class B | Restricted Stock Units (RSUs) | |
Stock-based compensation | |
Grants in period | 296 |
Weighted Average GDFV | $ / shares | $ 5.01 |
Common Class B | Qurate Retail Chairman Of Board | Performance Shares | |
Stock-based compensation | |
Grants in period | 296 |
Weighted Average GDFV | $ / shares | $ 5.01 |
Award vesting period | 1 year |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grants (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Common Class A | |
Number of options | |
Outstanding at beginning of period | shares | 23,530 |
Forfeited/Cancelled | shares | (3,203) |
Outstanding at end of period | shares | 20,327 |
Exercisable at end of period | shares | 18,020 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 7.72 |
Forfeited/Cancelled | $ / shares | 10.62 |
Outstanding at end of period | $ / shares | 7.26 |
Exercisable at end of period | $ / shares | $ 7.10 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 2 years 3 months 18 days |
Weighted average remaining life - options exercisable | 2 years 1 month 6 days |
Common Class B | |
Number of options | |
Outstanding at beginning of period | shares | 723 |
Forfeited/Cancelled | shares | (316) |
Outstanding at end of period | shares | 407 |
Exercisable at end of period | shares | 407 |
WAEP | |
Outstanding at beginning of period | $ / shares | $ 12.35 |
Forfeited/Cancelled | $ / shares | 11.59 |
Outstanding at end of period | $ / shares | 12.95 |
Exercisable at end of period | $ / shares | $ 12.95 |
Additional disclosures | |
Weighted average remaining life - options outstanding | 9 months 18 days |
Weighted average remaining life - options exercisable | 9 months 18 days |
Stock-Based Compensation - GDFV
Stock-Based Compensation - GDFV of RSUs (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Common Class A | |
Number of shares | |
RSUs outstanding, beginning balance | shares | 14,691 |
Granted | shares | 3,740 |
Vested | shares | (5,675) |
Forfeited/Cancelled | shares | (1,831) |
RSUs outstanding, ending balance | shares | 10,925 |
Weighted Average GDFV | |
RSUs outstanding , beginning balance | $ / shares | $ 3.30 |
Granted | $ / shares | 1.23 |
Vested | $ / shares | 3.73 |
Forfeited/Cancelled | $ / shares | 2.33 |
RSUs outstanding, ending balance | $ / shares | $ 2.53 |
Common Class B | |
Number of shares | |
RSUs outstanding, beginning balance | shares | 353 |
Granted | shares | 296 |
Vested | shares | (353) |
RSUs outstanding, ending balance | shares | 296 |
Weighted Average GDFV | |
RSUs outstanding , beginning balance | $ / shares | $ 5.51 |
Granted | $ / shares | 5.01 |
Vested | $ / shares | 4.85 |
RSUs outstanding, ending balance | $ / shares | $ 5.01 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Stock-based compensation | |
Total unrecognized compensation cost related to unvested Awards | $ | $ 39 |
Weighted average period of recognition related to unvested equity awards (in years) | 1 year 8 months 12 days |
Common Class A | |
Stock-based compensation | |
Shares reserved for future issuance upon exercise of stock options | 20.3 |
Common Class B | |
Stock-based compensation | |
Shares reserved for future issuance upon exercise of stock options | 0.4 |
Restricted Stock | Common Class B | |
Stock-based compensation | |
RSUs outstanding | 1.1 |
RSUs/RSAs GDFV | $ / shares | $ 13.65 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Earnings Per Share Basic and Diluted (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings (Loss) Per Common Share | ||||
Antidilutive securities | 21 | 26 | 21 | 28 |
Basic WASO | 396 | 388 | 394 | 385 |
Potentially dilutive shares | 1 | 1 | 1 | 1 |
Diluted WASO | 397 | 389 | 395 | 386 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value - Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Assets and liabilities measured at fair value | ||
Cash equivalents | $ 950 | $ 726 |
Debt | 271 | 219 |
Quoted prices in active markets for identical assets (Level 1) | ||
Assets and liabilities measured at fair value | ||
Cash equivalents | 950 | 726 |
Significant other observable inputs (Level 2) | ||
Assets and liabilities measured at fair value | ||
Debt | $ 271 | $ 219 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments | $ (10) | $ (14) | $ (17) | $ (46) |
Change in fair value of exchangeable senior debentures realized gain (loss) | 92 | (62) | (38) | 106 |
Cumulative amount of gain in change in fair value | 502 | 502 | ||
1.75% Exchangeable Senior Debentures due 2046 | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Gain (loss) on extinguishment of debt | 19 | 44 | ||
Equity securities | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments | (14) | (2) | (17) | |
Exchangeable senior debentures | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments | $ (10) | 18 | $ (15) | (13) |
Other Financial Instruments | ||||
Realized and unrealized gains (losses) on financial instruments | ||||
Realized and unrealized gains (losses) on financial instruments | $ (18) | $ (16) |
Intangible Assets - Changes In
Intangible Assets - Changes In The Carrying Amount Of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | $ 3,164 |
Foreign currency translation adjustments | (38) |
Balance, end of the year | 3,126 |
QxH | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 2,367 |
Balance, end of the year | 2,367 |
QVC International | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 785 |
Foreign currency translation adjustments | (38) |
Balance, end of the year | 747 |
CBI | |
Changes in the carrying amount of goodwill | |
Balance, beginning of the year | 12 |
Balance, end of the year | $ 12 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense For The Next Five Fiscal Years (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Intangible Assets | ||||
Amortization expense for intangible assets | $ 73 | $ 78 | $ 150 | $ 152 |
Amortization expense for the next five years | ||||
Remainder of 2024 | 144 | 144 | ||
2025 | 185 | 185 | ||
2026 | 114 | 114 | ||
2027 | $ 14 | $ 14 |
Long-Term Debt - Debt Table (De
Long-Term Debt - Debt Table (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Debt | |||
Outstanding principal | $ 5,882 | ||
Deferred loan costs | (31) | $ (32) | |
Total consolidated debt | 5,339 | 5,340 | |
Less current classification | (856) | (642) | |
Total long-term debt | 4,483 | 4,698 | |
8.5% Senior Debentures due 2029 | |||
Debt | |||
Outstanding principal | 287 | ||
Total consolidated debt | $ 286 | 286 | |
Debt instrument interest rate | 8.50% | ||
8.25% Senior Debentures due 2030 | |||
Debt | |||
Outstanding principal | $ 505 | ||
Total consolidated debt | $ 503 | 503 | |
Debt instrument interest rate | 8.25% | ||
4% Exchangeable Senior Debentures due 2029 | |||
Debt | |||
Outstanding principal | $ 351 | ||
Total consolidated debt | $ 105 | 101 | |
Debt instrument interest rate | 4% | ||
3.75% Exchangeable Senior Debentures due 2030 | |||
Debt | |||
Outstanding principal | $ 428 | ||
Total consolidated debt | $ 166 | 118 | |
Debt instrument interest rate | 3.75% | ||
QVC | QVC 4.85% Senior Secured Notes due 2024 | |||
Debt | |||
Total consolidated debt | 423 | ||
Debt instrument interest rate | 4.85% | 4.85% | |
QVC | QVC 4.45% Senior Secured Notes due 2025 | |||
Debt | |||
Outstanding principal | $ 586 | ||
Total consolidated debt | $ 585 | 585 | |
Debt instrument interest rate | 4.45% | 4.45% | |
QVC | QVC 4.75% Senior Secured Notes due 2027 | |||
Debt | |||
Outstanding principal | $ 575 | ||
Total consolidated debt | $ 575 | 575 | |
Debt instrument interest rate | 4.75% | ||
QVC | QVC 4.375% Senior Secured Notes due 2028 | |||
Debt | |||
Outstanding principal | $ 500 | ||
Total consolidated debt | $ 500 | 500 | |
Debt instrument interest rate | 4.375% | ||
QVC | QVC 5.45% Senior Secured Notes due 2034 | |||
Debt | |||
Outstanding principal | $ 400 | ||
Total consolidated debt | $ 400 | 399 | |
Debt instrument interest rate | 5.45% | ||
QVC | QVC 5.95% Senior Secured Notes due 2043 | |||
Debt | |||
Outstanding principal | $ 300 | ||
Total consolidated debt | $ 300 | 300 | |
Debt instrument interest rate | 5.95% | ||
QVC | QVC 6.375% Senior Secured Notes due 2067 | |||
Debt | |||
Outstanding principal | $ 225 | ||
Total consolidated debt | $ 225 | 225 | |
Debt instrument interest rate | 6.375% | ||
QVC | QVC 6.25% Senior Secured Notes due 2068 | |||
Debt | |||
Outstanding principal | $ 500 | ||
Total consolidated debt | $ 500 | 500 | |
Debt instrument interest rate | 6.25% | ||
QVC | QVC Senior Secured Credit Facility | |||
Debt | |||
Outstanding principal | $ 1,225 | ||
Total consolidated debt | $ 1,225 | $ 857 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Debt | |||
Repayments of long-term debt | $ 1,716 | $ 1,320 | |
1.75% Exchangeable Senior Debentures due 2046 | |||
Debt | |||
Gain (loss) on extinguishment of debt | $ 19 | 44 | |
3.75% Exchangeable Senior Debentures due 2030 | |||
Debt | |||
Interest rate (as a percent) | 3.75% | ||
4% Exchangeable Senior Debentures due 2029 | |||
Debt | |||
Interest rate (as a percent) | 4% | ||
QVC | |||
Debt | |||
Gain (loss) on extinguishment of debt | $ 10 | $ 10 | |
QVC | QVC senior secured notes | |||
Debt | |||
Leverage ratio | 3.5 | ||
QVC | QVC 4.45% Senior Secured Notes due 2025 | |||
Debt | |||
Interest rate (as a percent) | 4.45% | 4.45% | 4.45% |
Repayments of long-term debt | $ 15 | ||
QVC | QVC 4.85% Senior Secured Notes due 2024 | |||
Debt | |||
Interest rate (as a percent) | 4.85% | 4.85% | 4.85% |
Repayments of long-term debt | $ 177 | ||
QVC | QVC 6.375% Senior Secured Notes due 2067 | |||
Debt | |||
Interest rate (as a percent) | 6.375% | ||
QVC | QVC 6.25% Senior Secured Notes due 2068 | |||
Debt | |||
Interest rate (as a percent) | 6.25% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility (Details) - Amendment No. 5 Credit Facility - USD ($) $ in Millions | Jun. 20, 2023 | Oct. 27, 2021 | Jun. 30, 2024 | Jun. 30, 2023 |
QVC | ||||
Debt | ||||
Maximum borrowing capacity | $ 3,250 | |||
Remaining borrowing capacity | $ 1,860 | |||
Interest rate (as a percent) | 6.90% | 6.60% | ||
QVC | Alternate Base Rate | Minimum | ||||
Debt | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
QVC | Alternate Base Rate | Maximum | ||||
Debt | ||||
Debt instrument, basis spread on variable rate | 0.625% | |||
QVC | SOFR | Minimum | ||||
Debt | ||||
Debt instrument, basis spread on variable rate | 1.25% | 1.25% | ||
QVC | SOFR | Maximum | ||||
Debt | ||||
Debt instrument, basis spread on variable rate | 1.625% | 1.625% | ||
QVC | Letter of Credit | ||||
Debt | ||||
Maximum borrowing capacity | $ 450 | |||
Percentage of sub-limit | 50% | |||
Zulily | ||||
Debt | ||||
Repayments of line of credit | $ 80 |
Long-Term Debt - Debt Securitie
Long-Term Debt - Debt Securities That Are Not Reported At Fair Value (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Senior debentures | |
Debt | |
Fair value of debt securities that are not reported at fair value | $ 384 |
QVC senior secured notes | |
Debt | |
Fair value of debt securities that are not reported at fair value | $ 2,210 |
Preferred Stock (Details)
Preferred Stock (Details) - 8.0% Series A Cumulative Redeemable Preferred Stock $ / shares in Units, $ in Millions | 6 Months Ended | |
Sep. 14, 2020 $ / shares | Jun. 30, 2024 USD ($) item shares | |
Preferred Stock | ||
Preferred stock dividend rate, percentage | 8% | |
Preferred stock par value | $ / shares | $ 0.01 | |
Preferred stock authorized | 13,500,000 | |
Preferred shares issued | 12,723,213 | |
Preferred shares outstanding | 12,723,213 | |
Dividend redemption period | 30 days | |
Liquidation preference per share | $ / shares | $ 100 | |
Minimum liquidation price excess for certain director election rights | 25% | |
Number of consecutive dividend periods without dividends that will certain director elections rights | item | 2 | |
On or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary | ||
Preferred Stock | ||
Redemption price | 4% | |
On or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary | ||
Preferred Stock | ||
Redemption price | 2% | |
On or after the seventh anniversary of the Original Issue Date | ||
Preferred Stock | ||
Redemption price | 0% | |
Level 1 | ||
Preferred Stock | ||
Fair value of preferred stock | $ | $ 535 |
Commitments and Contingencies -
Commitments and Contingencies - Fire at Rocky Mount Fulfillment Center (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Gain on insurance proceeds, net of fire related costs | $ (228) | ||
Proceeds from sale of fixed assets | $ 6 | 200 | |
QVC Rocky Mount Fire | QVC | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Gain on insurance proceeds, net of fire related costs | $ 209 | 213 | |
Insurance proceeds received for inventory loss | 225 | 280 | |
Insurance proceeds received for business interruption losses | 210 | ||
Proceeds from sale of fixed assets | 2 | 17 | |
Gain on sale of assets | 2 | 15 | |
Other fire related costs | $ 16 | $ 27 |
Commitments and Contingencies_2
Commitments and Contingencies - Restructuring (Details) - Workforce reduction - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
QVC | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 18 | $ 18 | $ 13 | |
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring and Unusual or Infrequent Item Costs, Net of Insurance Proceeds | Restructuring and Unusual or Infrequent Item Costs, Net of Insurance Proceeds | Restructuring and Unusual or Infrequent Item Costs, Net of Insurance Proceeds | |
Zulily | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1 | $ 5 | ||
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring and Unusual or Infrequent Item Costs, Net of Insurance Proceeds | Restructuring and Unusual or Infrequent Item Costs, Net of Insurance Proceeds |
Commitments and Contingencies_3
Commitments and Contingencies - Gain on Sale Leaseback Transaction (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Feb. 29, 2024 USD ($) | Jan. 31, 2023 USD ($) item | Nov. 30, 2022 property | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Proceeds from sale of fixed assets | $ 6 | $ 200 | ||||||||
Sale leaseback gain | $ 6 | 1 | $ 119 | |||||||
Operating lease right-of-use assets | 619 | $ 635 | ||||||||
Operating lease liabilities | $ 612 | $ 615 | ||||||||
Foreign Exchange Forward | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Derivative, notional amount | $ 167 | |||||||||
Payment for net cash settlement of derivative | $ 12 | |||||||||
QVC | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Number of properties sold | property | 2 | |||||||||
Initial term of lease (in years) | 20 years | |||||||||
Operating lease, existence of option to extend | true | |||||||||
Maximum number of consecutive terms eligible for extension | item | 4 | |||||||||
Renewal term | 5 years | |||||||||
QVC | German Facility | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Proceeds from sale of fixed assets | $ 6 | $ 102 | ||||||||
Initial term of lease (in years) | 2 years | |||||||||
Sale leaseback gain | $ 1 | $ 69 | ||||||||
Operating lease right-of-use assets | $ 1 | 42 | ||||||||
Operating lease liabilities | $ 1 | 42 | ||||||||
QVC | United Kingdom Facility | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Proceeds from sale of fixed assets | $ 80 | |||||||||
Sale leaseback gain | 44 | |||||||||
Operating lease right-of-use assets | 32 | |||||||||
Operating lease liabilities | $ 32 |
Information About Qurate Reta_3
Information About Qurate Retail's Operating Segments - Disaggregated revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregated revenue by segment | ||||
Total revenue, net | $ 2,407 | $ 2,649 | $ 4,749 | $ 5,293 |
Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 109 | 301 | ||
QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 1,558 | 1,618 | 3,097 | 3,219 |
QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 576 | 606 | 1,148 | 1,198 |
CBI | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 273 | 316 | 504 | 575 |
Home | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 1,051 | 1,147 | 2,066 | 2,283 |
Home | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 26 | 76 | ||
Home | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 596 | 602 | 1,185 | 1,237 |
Home | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 221 | 244 | 458 | 481 |
Home | CBI | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 234 | 275 | 423 | 489 |
Apparel | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 472 | 535 | 904 | 1,058 |
Apparel | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 43 | 113 | ||
Apparel | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 328 | 340 | 610 | 635 |
Apparel | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 105 | 111 | 213 | 224 |
Apparel | CBI | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 39 | 41 | 81 | 86 |
Beauty | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 380 | 412 | 748 | 800 |
Beauty | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 5 | 14 | ||
Beauty | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 239 | 264 | 478 | 510 |
Beauty | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 141 | 143 | 270 | 276 |
Accessories | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 265 | 307 | 514 | 600 |
Accessories | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 28 | 78 | ||
Accessories | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 212 | 223 | 413 | 415 |
Accessories | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 53 | 56 | 101 | 107 |
Electronics | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 89 | 97 | 212 | 226 |
Electronics | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 2 | |||
Electronics | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 73 | 82 | 181 | 192 |
Electronics | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 16 | 15 | 31 | 32 |
Jewelry | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 112 | 103 | 225 | 227 |
Jewelry | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 3 | 11 | ||
Jewelry | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 73 | 65 | 153 | 142 |
Jewelry | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 39 | 35 | 72 | 74 |
Other revenue | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 38 | 48 | 80 | 99 |
Other revenue | Corporate and other | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 4 | 7 | ||
Other revenue | QxH | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | 37 | 42 | 77 | 88 |
Other revenue | QVC International | Operating Segments | ||||
Disaggregated revenue by segment | ||||
Total revenue, net | $ 1 | $ 2 | $ 3 | $ 4 |
Information About Qurate Reta_4
Information About Qurate Retail's Operating Segments - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Adjusted OIBDA | $ 282 | $ 270 | $ 541 | $ 449 |
Operating Segments | QxH | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted OIBDA | 194 | 185 | 379 | 324 |
Operating Segments | QVC International | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted OIBDA | 77 | 77 | 152 | 149 |
Operating Segments | CBI | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted OIBDA | 19 | 25 | 25 | 29 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted OIBDA | $ (8) | $ (17) | $ (15) | $ (53) |
Information About Qurate Reta_5
Information About Qurate Retail's Operating Segments - Other Information By Segment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Information about Qurate Retail's operating segments | ||
Total assets | $ 10,939 | $ 11,368 |
Capital expenditures | 94 | |
Operating Segments | QxH | ||
Information about Qurate Retail's operating segments | ||
Total assets | 7,749 | |
Capital expenditures | 61 | |
Operating Segments | QVC International | ||
Information about Qurate Retail's operating segments | ||
Total assets | 1,748 | |
Capital expenditures | 20 | |
Operating Segments | CBI | ||
Information about Qurate Retail's operating segments | ||
Total assets | 586 | |
Capital expenditures | 13 | |
Corporate and Other | ||
Information about Qurate Retail's operating segments | ||
Total assets | $ 856 |
Information About Qurate Reta_6
Information About Qurate Retail's Operating Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Information About Qurate Retail's Operating Segments | ||||
Adjusted OIBDA | $ 282 | $ 270 | $ 541 | $ 449 |
Stock-based compensation | (3) | (14) | (19) | (30) |
Depreciation and amortization | (96) | (104) | (195) | (204) |
Restructuring, penalties and fire related costs, net of recoveries | (18) | 208 | (18) | 208 |
Gain on sale of assets and sale leaseback transactions | 6 | 1 | 119 | |
Operating income (loss) | 165 | 366 | 310 | 542 |
Interest expense | (119) | (123) | (236) | (217) |
Interest and dividend income | 15 | 14 | 27 | 25 |
Realized and unrealized gains (losses) on financial instruments, net | (10) | (14) | (17) | (46) |
Loss on disposition of Zulily, net | (64) | (64) | ||
Other, net | (4) | 6 | (6) | 10 |
Earnings (loss) before income taxes | $ 47 | $ 185 | $ 78 | $ 250 |