QVCD QVC Inc

Risks

• The retail business environment is subject to intense competition, and we may not be able to effectively compete for customers
• Our net revenue and operating results depend on our ability to predict or respond to consumer preferences
• Management’s efforts to realize the anticipated synergies from Qurate Retail’s acquisitions of HSN and Zulily may divert management’s time and attention and other resources from QVC’s business
• Our long-term success depends in large part on our continued ability to attract new customers and retain existing customers and we may not be able to do that in a cost-effective manner
• Weak economic conditions worldwide may reduce consumer demand for our products and services
• We depend on the television distributors that carry our programming and no assurance can be given that we will be able to maintain and renew our affiliation agreements on favorable terms or at all
• The failure to maintain suitable placement for our programming or to adapt to changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect our ability to attract and retain television viewers and could result in a decrease in revenue
• Our Ecommerce business could be negatively affected by changes in third-party digital platform algorithms and dynamics as well as our inability to monetize the resulting web traffic
• Our Ecommerce business may experience difficulty in the ongoing development, implementation and customer acceptance of, applications for personal electronic devices, which could harm our business
• Our business is subject to online security risks, including security breaches and identity theft
• System interruption and the lack of integration and redundancy in these systems and infrastructures may adversely affect our ability to transmit our television programs, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations
• We may be subject to claims for representations made in connection with the sale and promotion of merchandise or for harm experienced by customers who purchase merchandise from us
• Failure to comply with existing laws, rules and regulations, or to obtain and maintain required licenses and rights, could subject us to additional liabilities
• The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights
• We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties
• We have operations outside of the U.S. that are subject to numerous operational and financial risks
• Significant developments stemming from the negotiation of trade agreements or the Brexit vote could have a material adverse effect on us
• We rely on distribution facilities to operate our business, and any damage to one of these facilities, or any disruptions caused by incorporating new facilities into our operations, could have a material adverse impact on our business
• We rely on independent shipping companies to deliver the products we sell
• We depend on relationships with vendors, manufacturers and other third parties, and any adverse changes in these relationships could result in a failure to meet customer expectations which could result in lost revenue
• Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending
• The unanticipated loss of certain larger vendors or the consolidation of our vendors could negatively impact our sales and profitability on a short term basis
• We face significant inventory risk
• The seasonality of our business places increased strain on our operations
• We offer our installment payment option on most of our merchandise and, in certain circumstances, offer it as the default payment option. Failure to effectively manage our installment sales plans and revolving credit card programs could negatively impact our results of operations
• Our success depends in large part on our ability to recruit and retain key employees capable of executing our unique business model
• We have not voluntarily implemented various corporate governance measures, in the absence of which you may have more limited protections against interested transactions, conflicts of interest and similar matters
• The interests of our stockholder may not coincide with your interests and our stockholder may make decisions with which you may disagree
• We have identified a material weakness in our internal control over financial reporting, that, if not properly remediated, could adversely affect our business and results of operations.
• We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our debt obligations
• Our level of indebtedness could limit our flexibility in responding to current market conditions, adversely affect our financial position, prevent us from meeting our obligations under our debt instruments or otherwise restrict our business activities
• We may not be able to generate sufficient cash to service our debt obligations
• We may need to refinance our indebtedness.
• Despite our current level of indebtedness, we may still incur substantially more indebtedness. This could exacerbate the risks associated with our existing indebtedness
• Covenants in our debt agreements restrict our business in many ways
• Our ability to pay dividends or make other restricted payments to Qurate Retail is subject to limited restrictions