SUBJECT TO COMPLETION, DATED OCTOBER 10, 2014

Prospectus

QVC, Inc.

Offer to Exchange
up to $600,000,000 Principal Amount of 4.45% Senior Secured Notes due 2025 that have been registered under the Securities Act of 1933 for a Like Principal Amount of 4.45% Senior Secured Notes due 2025 that have not been registered under the Securities Act of 1933 and up to $400,000,000 Principal Amount of 5.45% Senior Secured Notes due 2034 that have been registered under the Securities Act of 1933 for a Like Principal Amount of 5.45% Senior Secured Notes due 2034 that have not been registered under the Securities Act of 1933

The Exchange Offer will expire at 5:00 P.M., New York City time, on [            ], 2014, unless extended

         We are offering to exchange up to $600,000,000 aggregate principal amount of our registered 4.45% Senior Secured Notes due 2025, or the "2025 exchange notes," for any and all of the unregistered 4.45% Senior Secured Notes due 2025, or the "2025 original notes," and up to $400,000,000 aggregate principal amount of our registered 5.45% Senior Secured Notes due 2034, or the "2034 exchange notes" and together with the 2025 exchange notes, the "exchange notes", for any and all of the unregistered 5.45% Senior Secured Notes due 2034, or the "2034 original notes" and together with the 2025 original notes, the "original notes". We issued the original notes in a private offering on August 21, 2014. We refer to the original notes and the exchange notes together in this prospectus as the "notes." We refer to this exchange as the "exchange offer." The exchange notes are substantially identical to the original notes, except the exchange notes are registered under the Securities Act of 1933, as amended, or the "Securities Act," and the transfer restrictions and registration rights, and related special interest provisions, applicable to the original notes will not apply to the exchange notes. The exchange notes will represent the same debt as the original notes and we will issue the exchange notes under the same indenture used in issuing the original notes. If you fail to tender your original notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

         No public market currently exists for the original notes or the exchange notes.

Terms of the exchange offer:

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The exchange offer expires at 5:00 p.m., New York City time, on [            ], 2014, unless we extend it.



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We will exchange all outstanding original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes. All interest due and payable on the original notes will become due on the same terms under the exchange notes.



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You may withdraw your tender of original notes at any time prior to the expiration of the exchange offer.



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The exchange offer is subject to customary conditions, which we may waive.



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The exchange of exchange notes for original notes will not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the caption "Material U.S. federal income and estate tax consequences" on page 139 for more information.

          See "Risk factors" beginning on page 15 for a discussion of risks you should consider in connection with the exchange offer and an investment in the exchange notes.

          Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         Each broker-dealer that receives exchange notes in exchange for original notes acquired for its own account as a result of market making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with such resales. We have agreed to make this prospectus available for a period ending on the earlier of 180 days from the effective date of the registration statement of which this prospectus forms a part and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See "Plan of distribution."

The date of this prospectus is October [    ], 2014.

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         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE LETTER OF TRANSMITTAL ACCOMPANYING THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY INFORMATION OR REPRESENT ANYTHING ABOUT US, OUR PARENT, LIBERTY INTERACTIVE CORPORATION, OR THIS PROSPECTUS THAT IS NOT CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE ACCURACY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. WE ARE NOT MAKING AN OFFER TO EXCHANGE THESE NOTES IN ANY JURISDICTION WHERE SUCH OFFER IS NOT PERMITTED, YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

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Cautionary note regarding forward-looking statements

        This prospectus includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as forward-looking statements. All statements included in this prospectus, other than statements of historical fact or current fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "project," "forecast," "plan," "may," "will," "should," "could," "expect," or the negative thereof or other words of similar meaning. In particular, these include, but are not limited to, statements of our current views and estimates of future economic circumstances, industry conditions in domestic and international markets and our future performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from the anticipated results and expectations expressed in such forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

        Among the factors that may cause actual results and experiences to differ from the anticipated results and expectations expressed in such forward-looking statements are the following:

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estimates of our revenue growth and the subscriber trends of our distributors;



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our ability to comply with the covenants contained in our senior secured credit facility, the indenture relating to our 7.50% senior secured notes due 2019 (the "October 2019 notes"), the indenture relating to our 7.375% senior secured notes due 2020 (the "2020 notes"), the indenture relating to our 5.125% senior secured notes due 2022 (the "2022 notes"), the indenture relating to our 4.375% senior secured notes due 2023 (the "2023 notes"), and our 5.950% senior secured notes due 2043 (the "2043 notes"), the indenture relating to our 3.125% senior secured notes due 2019 (the "April 2019 notes") and our 4.850% senior secured notes due 2024 (the "2024 notes") and the indenture relating to the original notes (collectively with the April 2019 notes, the October 2019 notes, the 2020 notes, the 2022 notes, the 2023 notes, the 2024 notes and the 2043 notes, our "Existing Notes") and the notes offered hereby;



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developments in, or changes to, the laws, regulations and governmental policies governing our business and products or failure to comply with them;



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deterioration of economic conditions;



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our acquisitions, joint ventures, strategic alliances or divestiture plans;



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our ability to implement our business plan, including our ability to arrange financing when required and on reasonable terms;



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the competitive nature of the industry in which we operate;



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customer demands and preferences;



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continued access to a stable workforce and favorable labor relations with employees;



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our management;



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interests of our stockholder;

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currency exchange rate fluctuations;



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our strategic direction and future operation;



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the implementation of our financing strategy and capital expenditure plan;



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the declaration or payment of dividends or interest attributable to stockholder's equity;



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unfavorable outcomes in legal and regulatory proceedings;



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risks related to the notes;



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downgrades in our credit ratings;



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other factors or trends affecting our financial conditions or results of operations; and



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other statements contained in this prospectus regarding matters that are not historical or current facts.

        Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control, including those set forth under "Risk factors."

        In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements.

        All forward-looking statements contained in this prospectus are qualified in their entirety by this cautionary statement.

Special note regarding non-GAAP financial measures

        The body of generally accepted accounting principles in the United States ("U.S.") is commonly referred to as GAAP. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted OIBDA, as presented in this prospectus, is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP.

        We define Adjusted OIBDA as net revenue less cost of goods sold, operating expenses and selling, general and administrative expenses (excluding stock-based compensation). Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our business and make decisions about allocating resources among our operating segments. We believe this is an important indicator of the operational strength and performance of our business, including our ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization and stock-based compensation that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Adjusted OIBDA has several limitations that are discussed in management's discussion and analysis of financial condition and results of operations—adjusted operating income before depreciation and amortization (Adjusted OIBDA). See also "Prospectus summary—Summary historical financial and operating data" for a quantitative reconciliation of Adjusted OIBDA to net income and operating

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income, the most directly comparable GAAP financial performance measures. Adjusted OIBDA as presented herein may not be comparable to similarly titled measures reported by other companies.

Industry and market data

        Market data and other statistical data regarding us and our subsidiaries, and used throughout this prospectus, are based on independent industry publications, government publications, reports by market research firms or other published independent sources, as well as management's knowledge of, experience in and estimates about the industry and markets in which we operate. Although we believe the third-party sources to be reliable, we have not independently verified the data obtained from these sources. Although we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under "Cautionary note regarding forward-looking statements" and "Risk factors."

Non-reliance on Liberty Interactive Corporation

        We are an indirect wholly owned subsidiary of Liberty Interactive Corporation, which we refer to as "Liberty" in this prospectus. Liberty is a company whose securities are registered under the Securities Exchange Act of 1934, as amended, or the "Exchange Act," and is therefore required to file periodic and current reports and other materials with the SEC. While such information is available, investors are cautioned that Liberty is not the issuer of the notes and is not otherwise a guarantor or obligor (contingent or otherwise) with respect to the notes, and will not otherwise provide credit support for the notes, except that our sole stockholder, which is an indirect wholly owned subsidiary of Liberty, is pledging its shares of our capital stock to secure the notes. Therefore, you are directed to rely solely on this prospectus in making your decision with respect to the exchange offer.

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