v3.26.1
Long-Term Debt
 6 Months Ended
Jun. 30, 2026
Long-Term Debt, Unclassified [Abstract]  
Long-Term Debt
(7) Debt
Debt is summarized as follows:
Outstanding
principal at
June 30, 2026		Carrying value
June 30, 2026December 31, 2025
amounts in millions
Corporate level debentures
8.5% Senior Debentures due 2029(4)
$287 287 286 
8.25% Senior Debentures due 2030(4)
505 505 503 
4.0% Exchangeable Senior Debentures due 2029(1)(2)
280 280 24 
3.75% Exchangeable Senior Debentures due 2030(1)(2)
413 413 28 
Subsidiary level notes and facilities
QVC 4.75% Senior Secured Notes due 2027(2)
44 44 44 
QVC 4.375% Senior Secured Notes due 2028(2)
72 72 72 
QVC 6.875% Senior Secured Notes due 2029(2)
605 605 605 
QVC 5.45% Senior Secured Notes due 2034(2)
400 400 400 
QVC 5.95% Senior Secured Notes due 2043(2)
300 300 300 
QVC 6.375% Senior Secured Notes due 2067(2)
225 225 225 
QVC 6.25% Senior Secured Notes due 2068(2)
500 500 500 
QVC Senior Secured Credit Facility(2)
2,900 2,900 2,900 
Finance lease obligations (3)
— 1 2 
Deferred loan costs(2)(4)
— — (24)
Total consolidated QVC Group debt, prior to reclassification to Liabilities subject to compromise$6,531 6,532 5,865 
Less current classification(1)(5,075)
Less amounts reclassified to Liabilities subject to compromise(6,531)— 
Total long-term debt$— $790 
(1)Measured at fair value at December 31, 2025.
(2)Classified as current at December 31, 2025.
(3)Classified as current at June 30, 2026.
(4)As a result of the Company's Chapter 11 Cases, the Company expensed $27 million of deferred loan costs and discount to Reorganization items, net for the three months ended June 30, 2026.
Covenant Compliance
As noted in Item 1, Note 1 “Basis of Presentation”, as of December 31, 2025, QVC was not in compliance with the net leverage ratio, as calculated under the Credit Agreement. Under the terms of the Credit Agreement, this constitutes a breach of the financial covenant. Upon the commencement of the Chapter 11 Cases, the Company reclassified all pre-petition debt obligations to Liabilities subject to compromise in the condensed consolidated balance sheet as of June 30, 2026.
Under both the Credit Agreement and the indentures governing the QVC Notes, QVC is permitted to make unlimited dividends to service the debt of its parent entities so long as it is not in default under those agreements and to make certain restricted payments to QVC Group under an intercompany tax sharing agreement (the “Tax Agreement”) in respect of certain tax obligations of QVC and its subsidiaries. As a result of the breach of the financial covenant under the Credit Agreement and the Chapter 11 Cases, QVC is no longer permitted to make unlimited dividends to service the debt of its parent entities to QVC Group. QVC can continue to make certain restricted payments to QVC Group under the Tax Agreement in respect of certain tax obligations of QVC and its subsidiaries.
As a result of the above-noted net leverage ratio and the maturity date of the Credit Facility, the outstanding principal associated with the Credit Facility and QVC Notes has been classified as a current liability in the condensed consolidated balance sheet as of December 31, 2025.
Exchangeable Senior Debentures
The Company elected to account for its exchangeable senior debentures using the fair value option, prior to the Petition Date. Accordingly, changes in the fair value of these instruments were recognized as unrealized gains (losses) in the statements of operations. See Item 1, Note 5 “Assets and Liabilities Measured at Fair Value” for information related to unrealized gains (losses) on debt measured at fair value. As of December 31, 2025, the Company’s 3.75% and 4.0% Exchangeable Debentures were classified as current because the Company does not own shares to exchange the debentures. As of June 30, 2026, the Company’s 3.75% and 4.0% Exchangeable Debentures were classified as Liabilities subject to compromise and recorded at the expected amount of the total allowed claims, as they could be impaired as a result of the Chapter 11 Cases. Refer to Item 1, Note 2 “Chapter 11 Proceedings” for additional discussion.
QVC Senior Secured Notes
On February 18, 2025, QVC repaid the remaining 4.45% Senior Secured Notes due 2025, at maturity, using availability on the Credit Facility and cash on hand.
QVC Senior Secured Credit Facility
On October 27, 2021, QVC entered into the Credit Agreement with CBI and QVC Global Corporate Holdings, LLC (“QVC Global”), each a direct or indirect wholly owned subsidiary of QVC Group, as borrowers (collectively, the “Borrowers”), and the other parties thereto. The Credit Facility is a multi-currency facility providing for a $3.25 billion revolving 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 Credit Facility bear interest at either the alternate base rate (“ABR Rate”) or a London Inter-bank Offered Rate (“LIBOR”)-based rate (or the applicable non-U.S. Dollar equivalent rate) (“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 (less cash and cash equivalents) to consolidated EBITDA (the “consolidated net 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 net 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 QVC Global or any other borrower under the Credit Agreement (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 and QVC Global, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto entered into an agreement whereby, in accordance with the Credit Agreement, LIBOR-based rate loans denominated in U.S. dollars made on or after June 30, 2023 would be replaced with Secured Overnight Financing Rate (“SOFR”)-based rate loans. Borrowings that are 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 net leverage ratio.
On April 1, 2025, CBI was removed as a borrower under the Credit Agreement. CBI had no outstanding borrowings under the Credit Agreement at the time of its removal from the Credit Agreement.
The payment and performance of the Borrowers’ obligations under the Credit Agreement are guaranteed by each of QVC’s and QVC Global’s Material Domestic Subsidiaries (as defined in the Credit Agreement), if any, and certain other subsidiaries of any Borrower that such Borrower has chosen to provide guarantees. Further, the borrowings under the Credit Facility are secured, pari passu with QVC’s existing notes, by a pledge of all of QVC’s equity interests.
The 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 net leverage ratio.
Borrowings under the Credit Facility 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.
See Item 1, Note 1 “Basis of Presentation”, for additional discussion regarding the Company's Chapter 11 Cases and ability to continue as a going concern.
As a result of events of default under the Credit Agreement, including noncompliance with the net leverage ratio and the commencement of the Chapter 11 Cases, no additional borrowings are available under the Credit Facility. The interest rate on the Credit Facility was 5.4% and 6.1% at June 30, 2026 and 2025, respectively.
Letters of credit availability under the DIP LC at June 30, 2026, was approximately $33 million. See Item 1, Note 2 “Chapter 11 Proceedings” for additional discussion on the DIP LC.
Fair Value of Debt
QVC Group 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 QVC Group for debt of the same remaining maturities (Level 2).
As noted in Item 1, Note 5 "Assets and Liabilities Measured at Fair Value", the Company's 4.00% and 3.75% Exchangeable Debentures were adjusted to the expected allowed claim amount as of the Petition Date and are no longer measured at fair value on a recurring basis. The Company's exchangeable debt instruments were valued with quoted market prices that are not considered to be traded on “active markets,” as defined in GAAP. As such, the Exchangeable Debentures were valued based on a typical model using observable market data as the significant inputs (Level 2).
As noted in Item 1, Note 2 “Chapter 11 Proceedings”, as of April 17, 2026, the 2067 Notes and 2068 Notes were delisted from the NYSE. As of June 30, 2026, the 2067 Notes and the 2068 Notes were traded on the OTC Pink Limited
Market, which the Company considers to be an “active market”, as defined by U.S. GAAP. As such, the 2067 Notes and 2068 Notes were valued based on their trading price (Level 1).
The fair value of QVC Group's exchangeable debt and publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2026 are as follows (amounts in millions):
Senior debentures$40 
Exchangeable senior debentures40 
QVC senior secured notes949 
The fair value of QVC's other debt, which is reported as a Liability subject to compromise in the condensed consolidated balance sheet, as of June 30, 2026, has been excluded from the table above. As a result of the Chapter 11 Cases, the fair value of QVC's other debt as of June 30, 2026, cannot be reasonably estimated, and the expected recovery will ultimately be determined upon the effectiveness of the confirmed Plan.