July 8, 2024

Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
º¬Ð߲ݴ«Ã½.
12300 Liberty Boulevard
Englewood, Colorado 80112

       Re: º¬Ð߲ݴ«Ã½.
           Form 10-K for the Fiscal Year Ended December 31, 2023
           Form 8-K filed May 8, 2024
           File No. 001-33982
Dear Brian J. Wendling:

       We have reviewed your filings and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates
Fair Value Measurements of Non-Financial Instruments, page II-12

1.     Please provide information for investors to assess the probability of
future goodwill
       impairment charges. For example, please disclose whether any of your
reporting units are
       at risk of failing the quantitative impairment test or that the fair
value of each of your
       reporting units are substantially in excess of carrying value and are
not at risk of failing. If
       a reporting unit is at risk of failing, you should disclose:
           the percentage by which fair value exceeded carrying value at the
date of the most
            recent test;
           the amount of goodwill allocated to the reporting unit;
           a more detailed description of the methods and key assumptions used
and how the
            key assumptions were determined;
           a discussion of the degree of uncertainty associated with the
assumptions; and
 July 8, 2024
Page 2

             a description of potential events and/or changes in circumstances
that could
           reasonably be expected to negatively affect the key assumptions.
       Please refer to Item 303(b)(3) of Regulation S-K.
Audited Financial Statements
Notes to Consolidated Financial Statements
(6) Debt, page II-43

2.     We note your disclosure on page II-46 that QVC's leverage ratio was
greater than 3.5 to
       1.0 and as a result QVC is restricted in its ability to pay dividends.
Please tell us your
       consideration of providing the disclosures required by Rule
4-08(e)(3)(ii) of Regulation S-
       X and your consideration of providing the condensed financial
information prescribed by
       Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation
S-X.
Form 8-K filed May 8, 2024
Exhibit 99.1, page 1

3.     Please present the most directly comparable GAAP measures with equal or
       greater prominence to your non-GAAP measures. For example, on page 1 you
discuss
       Adjusted OIBDA and Adjusted OIBDA in constant currency; however there is
no
       discussion of GAAP operating income (loss). Refer to Item 10(e)(1)(i)(A)
of Regulation
       S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance
and
       Disclosure Interpretations.
Schedule 3, page 11

4.     Adjustments to arrive at a non-GAAP measure should not be presented net
of tax as
       presented in this schedule. Rather, income taxes should be shown as a
separate adjustment
       and clearly explained. Refer to Question 102.11 of the Non-GAAP
Financial Measures
       Compliance and Disclosure Interpretations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact James Giugliano at 202-551-3319 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services