QVC Group Inc-A 2024年度报告

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ (or for such shorter period that the Registrant was required to file such reports) and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of thischapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. Seethe definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting stock held by nonaffiliates of QVC Group, Inc. computed by reference to the last sales price of QVC Group, Inc. common stock, as of theclosing of trading on June 30, 2024, was approximately $228million. The number of outstanding shares of QVC Group, Inc.(formerly Qurate Retail, Inc.)'s common stock as of January 31, 2025 was: 389,654,5088,927,840 Documents Incorporated by ReferenceThe Registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders is hereby incorporated by reference into PartIII of this Annual Reporton Form10-K. QVC GROUP, INC.2024 ANNUAL REPORT ON FORM 10‑K Table of Contents PartI Item 1.BusinessI-3Item 1A.Risk FactorsI-16Item 1B.Unresolved Staff CommentsI-40Item 1C.CybersecurityI-40Item 2.PropertiesI-42Item 3.Legal ProceedingsI-43Item 4.Mine Safety DisclosuresI-43 Part IIMarket for Registrant's Common Equity, Related Stockholder Matters and Item 5.Issuer Purchases of Equity SecuritiesII-1Item 6.[Reserved]II-2Item 7.Management's Discussion and Analysis of Financial Condition and Resultsof OperationsII-2Item 7A.Quantitative and Qualitative Disclosures About Market RiskII-17Item 8.Financial Statements and Supplementary DataII-18Item 9.Changes in and Disagreements with Accountants on Accounting andFinancial DisclosureII-18Item 9A.Controls and ProceduresII-18Item 9B.Other InformationII-19Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsII-19 Part IIIDirectors, Executive Officers and Corporate Governance Item 10.III‑1Item 11.Executive CompensationIII‑1Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder MattersIII‑1Item 13.Certain Relationships and Related Transactions, and Director IndependenceIII‑1Item 14.Principal Accountant Fees and ServicesIII‑1 Part IVExhibits and Financial Statement Schedules Item 15.IV‑1Item 16.Form 10-K SummaryIV‑7 PART I. Item 1. Business. General Development of Business QVC Group, Inc. ("QVC Group", the “Company”, “we”, “us” and “our”), formerly knownas Qurate Retail, Inc., owns interests in subsidiaries and other companies which are primarilyengaged in the video and online commerce industries.Through our subsidiaries and affiliates, weoperate in North America, Europe and Asia.Our principal businesses and assets include ourconsolidated subsidiaries QVC, Inc. ("QVC"), Cornerstone Brands, Inc. (“CBI”), and other costmethod investments. On September 23, 2011, QVC Group completed the split-off (the "LMC Split-Off") of awholly owned subsidiary, Liberty Media Corporation ("LMC").Following the LMC Split-Off, QVCGroup and LMC operate as separately publicly traded companies and neither has any stockownership, beneficial or otherwise, in the other. QVC Group and LMC entered into certain agreements in or