Ladies and gentlemen, welcome to the Qurate Retail, Inc. 2023 Year-end Earnings Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. [Operator Instructions] As a reminder this conference will be recorded February 28. I would now like to turn the call over to Shane Kleinstein, Senior Vice President, Investor Relations. Please go ahead.

Thank you, and good morning. Before we begin, we'd like to remind everyone that this will include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties, including those mentioned in the most recent Forms 10-K filed by our company and QVC with the SEC. These forward-looking statements speak only as of the date of this call and Qurate Retail expressly disclaims any obligation or undertaking to this updates or revisions to any forward-looking statement contained herein to reflect any change in Qurate Retail's expectations with regard thereto or any change in events conditions or circumstances on which any such statement is based. Please note that we have published slides to accompany the earnings release. On today's call we will address -- we will discuss certain non-GAAP financial measures, including adjusted OIBDA, adjusted OIBDA margin, free cash flow and constant currency. Information regarding the comparable GAAP metrics along with required definitions and reconciliations, including preliminary note and schedules one through three can be found in the earnings press release issued today or our earnings presentation, which are available on our website. Today, speaking on the earnings call, we have Qurate Retail President and CEO, David Rawlinson; Qurate Retail Group, CFO, Bill Wafford; and Qurate Retail, Executive Chairman, Greg Maffei. Now I'll turn the call over to David Rawlinson.

Thank you, Shane, and good morning to everyone. Thank you for joining us today and for your interest in Qurate Retail. 2023 was a transformative year for Qurate with a number of key achievements. In mid-2022, we were facing substantial challenges across the business and announced project Athens to improve our execution, reinvigorate our core value proposition and return to significant OIBDA and free cash flow generation. We implemented initiatives to refresh our assortment, sharpen our pricing, enhance our programming, improve our productivity and reduce our cost to serve. I'm thrilled to say that the initiatives we put into action have yielded strong positive results as evidenced by the adjusted OIBDA growth we experienced in the second half of 2023 and the free cash flow generation over the year. We are encouraged by these results and look forward to continuing the momentum into 2024. Let me share several highlights from 2023. First, as anticipated, we generated strong adjusted OIBDA growth in the second half of the year with Q4 adjusted OIBDA of 73% as reported. This was primarily due to meaningful gross margin expansion of more than 200 basis points in 2023 with gross margin expansion for the last three consecutive quarters. We substantially improved our merchandise assortment with higher quality products, which resulted in higher average selling prices and product margins. Fulfillment expense was favorable as a result of renegotiating ocean shipping and end market freight rates and executing a number of productivity enhancements. We reduced our inventory balance 22% year-over-year, making room for a pressure assortment and newer products, which benefited inventory obsolescence expense for the year. We also took down administrative costs at each of our businesses. Second, we divested Zulily MA, delivering on Pillar 4 Project Athens to optimize our portfolio. Zulily has negatively impacted our…

Thank you, David, and good morning, everyone. Unless otherwise noted, my comments compare financial performance for the three months ended December 31, 2023 to the same period in 2022. Starting with QxH. Revenue declined 4%, primarily on lower unit volume. These pressures were partially offset by 3% growth in average selling price. As David mentioned, lower unit volume was in part a result of comping to liquidation sales in Q4 2022 to actively reduce inventory. While this negatively impacted revenue, it was accretive to profitability. Second, we saw higher returns in the fourth quarter which are normalizing to pre-pandemic levels across the industry, after an extended low period during the pandemic. From a category perspective QxH experienced growth in Apparel and Jewelry. These gains were offset by a decline mainly in electronics, which accounted for 64% of QxH's revenue decrease. The decline in electronics is primarily driven by category softness across the industry, due to lack of innovation as well as the strategic pullback in the category as our merchandise team focuses on the higher-margin categories. Apparel grew 3%, due to strength in classic and contemporary apparel. Jewelry grew 8%, mainly on the strength of Fine Jewelry. Home revenue, decreased 2% mainly due to lower demand for Home Improvement & Floor Care, partially offset by growth in Cleaning & Fitness. BD declined 1%, mainly due to lower demand for Bath & Body as well as our strategic decision to dedicate more airtime to launching and growing smaller brands in order to diversify our assortment. This was partially offset by strong performance in Beauty devices. Accessories declined 3%, primarily due to lower demand for loungewear, partially offset by strength in fashion accessories and footwear. Adjusted OIBDA margin increased 360 basis points with gross margin expansion of 450 basis points, primarily driven…

Thanks, Bill. Successful 2023 has been demonstrated on improved financial performance and business health. The second half of 2023 was a turning point as Athens took hold. We saw enhanced merchandising and pricing strategy. We also saw efficiencies in the fulfillment center, post our fire elevated costs as well as other administrative costs that we're taking out of the business. So all of these drove significant adjusted OIBDA growth in the second half with $586 million of growth in cash flow year-over-year. We also position the business for the future, the future multi-platform and digital strategies that we'll begin to take hold. We also continue to improve the balance sheet reducing approximately $1 billion of debt in 2023 lowering the revolver balance by $218 million including $138 million in the fourth quarter. We will continue to assess incremental opportunities to improve the balance sheet. We did deliver a notice to redeem the outstanding 2024 senior secured notes using cash on hand and our revolver capacity. We expect to continue to build momentum on these successes in 2024. And with that, I'll open it up for Q&A, operator.

Thank you. Ladies and gentlemen, we will now be conducting a question-and-answer session [Operator Instructions] Our first question is from Jason Bazinet with Citi. Please go ahead. Q – Jason Bazinet: Thanks. I just had a high-level question. I guess for 2024, I think it's reasonable to anticipate revenues may not grow but the Athens savings will sort of come in and allow you to grow EBITDA in 2024. Is the high-level vision by the time you get to 2025 the top line should be stable or growing? Or do you think it's more likely, you'll still have some top line pressures but there's additional costs as we move into -- to come out as we move into 2025? Thanks.

Thank you for the thoughtful question. As we go through 2024 into 2025, I think we move into a more well-balanced top and bottom line growth story. It would certainly be the case. If we target stability very intentionally both on top line revenue and stability in terms of customer file through the project Athens period through 2024, as you directly point out, I think we're setting up after 2024 to have more balanced path to value creation on both the top and bottom line. And so preparing to be able to grow in the out years after the project Athen's period.\ Q – Jason Bazinet: Okay. Can I just ask one follow-up. You mentioned the focus on Garnet Hill UK and Kitchen in Germany. But are there any other things that are causing sort of the more positive results coming out of the international markets relative to the US? I mean, you're making progress on both, but you sort of slipped into growth mode on a constant currency basis and international can you just talk a little bit more about that dichotomy?

Yes, sure. I think, I'd say two things. One, there tend to be less competitive markets both digital and the digital new customer acquisition space. And so we've taken advantage of that. They also tend to be more stable linear TV markets, let's cut cord cutting in those markets. And there's been slightly more I'd say on average across all the markets we operate in slightly more consistent consumer behavior to navigate. I also think we have -- we're in the right footprint in the right countries and we have a very stable well-tuned management teams who have done a nice job of operating those businesses. I think if you look historically, the international businesses have generally grow a little bit faster in terms of revenue than the U.S. business that is in part just due to some beneficial competitive environment. And so I think you'll continue to see strong performance out of our international businesses. We really like our footprint and we like the dynamics in most of those countries.

Thank you. Thank you.

Thank you. Our next question is from William Reuter with Bank of America. Please go ahead.

Good morning. I have two. So, the first is you mentioned that you have been able to shift some of your product offering. Clearly, electronics is really weak and you have some pockets of strength in the U.S. accessories and apparel. I guess is there any way you can quantify what amount of programming has been shifted to categories of strength and the opportunity to continue to do that in 2024?

Yes, it's a great question. So, we have made shifts. I won't speak in specific numbers, but if you look at our own airtime our most valuable live airtime, we gave more to jewelry, more to beauty, less to electronics, a slight increase in apparel. And I think those were -- those tended to be the biggest moves in the quarter, fashion apparel and jewelry being the biggest increases and consumer electronics being the biggest decrease in terms of airtime.

Okay. And then my second question on the third quarter call you mentioned you expected to repay both the 2024s and 2025s with cash or revolver drawings. Does that continue to be the case? And kind of relatedly towards the end of the prepared remarks you talked about taking advantage or continuing to pursue opportunistic? It sounded like asset sales or transactions that would bring in cash? Is there anything active going on there? And do you expect that there will be transactions of that leg this year?

So, we expect we'll do the 2024 is an expectation of 2025 as a combination of cash on hand and revolver capacity. We don't anticipate any material transactions similar to what you saw in 2022 with sale leaseback activity or anything of that ilk.

Perfect. That’s all from me. Thank you.

Thank you. Our next question is from Carla Casella with JPMorgan. Please go ahead.

Great. Thank you. One follow-up on Bill's question. Can you just remind us how much owned property you still have and whether it's domestic or international?

We -- Carla this is Bill. Obviously we still have obviously the facility in St. Pete and then other kind of smaller international facilities as well in Japan and U.K. and so on. But -- and then also in terms of distribution centers in the U.S. but nothing that we're considering monetizing in the near-term.

Okay. And then, we'd like to see that the new customer counts increased sequentially for -- I think it's the first time since the pandemic. What does that tell us about the customer existing and the other basket? Does that are you seeing the conversion of new into existing at a different rate than in the past? Or any more color you can give us there?

Yes, great question. You're right that this is the first time we've grown customers and new customers in a number of years. I would say, it's too early to know exactly what that batch is going to be. One of the things that we track very carefully is purchase and repurchase rates across time. We found that to be a highly correlated predictor of customer quality over the life of the customer. And I would say, any time you increase the population of new customers, you change the mix of quality a little bit. And so we've seen some changes in mix. But on the whole, we're seeing that this group of customers is about the same -- shows about the same attributes as previous crops of customers, especially when we've grown new customers. So, they're a little more digital. They're finding us across our platforms. And so, it is a customer that's sort of the next generation of customers. I think one of the things we're really pleased about is, we think it continues to show the relevance of our platform and that we continue to be attractive to new customers. I think looking at the data we see so far for the current crop of customers, we are optimistic about our ability to continue graduating those customers in the becoming Abbott and Elite, and eventually best customers at about the same rate as what we've done previously.

Okay. Great. And then one question. I was looking back through some older presentations from pre-pandemic. And you had talked about inventory exposure of your inventory and that some of it -- you've done a great job of reducing inventory lately, but I'm also -- I think it's actually your inventory risk might be actually lower than it looks like, because don't give the ability to return inventory to vendors in some cases? And how should we think about inventory at risk versus the balance?

No, no. Good question, Carla. I think from the structure of our agreements with our vendors, I mean our risk profile on inventory is significantly less than it was for a couple of reasons. We reduced our days of supply significantly and to a more manageable rate that you would think for a retailer level of revenue, we'll be more commensurate with an appropriate level of turnover. Two, a large percentage of our inventory, our sales revenue to our customers is driven via drop ship, especially in the US, so coming straight from the vendor and the inventory is never on our balance sheet. And then third, on -- depending on kind of the structure with the vendor, there are times when we do have -- when we have a returned item that we have the ability to return that to the vendor. And so, it minimizes inventory exposure on those products as well.

Okay. Great. And then just one last one. Are you -- do you ship anything to the Red Sea and are you seeing any impacts there?

Yes. We do ship through the Red Sea. About 15% of our QVC US and HSN volume goes through the Suez Canal. We've transitioned to some other vessel services to try to avoid the area. So, in the US, in our largest businesses, we haven't seen a very big impact and we think our exposure is relatively limited. In Europe, we do have more exposure about 75% of our supply goes through the canal. We've experienced a delay in receiving some shipments, days something in there. We've had a couple of shifts of our today's special value about I think three or four in January and we have started to see higher cost for ocean containers. I would say, none of these are nearly at the level of pain that we experienced during the pandemic. It's very manageable to day in terms of the disruption to our Europe operations, but they have seen some small effects.

Okay. And just sorry one more somewhat related to that as well. Our China tariffs, we're seeing more press on that, how would that impact you? And is that something you're watching as a potential risk?

Carla, I would say, we're always obviously cognizant of that. We haven't seen any significant uptick right now. Our teams, our procurement teams are pretty in tuned in terms of kind of how we think about time line of procurement and source of supply, but that has not yet impacted us nor do we anticipate any time in the near future having a significant impact to margin. Yes. We don't -- yes we don't -- Go ahead, I'm sorry.

I was trying -- how much of your goods come from China today versus the last time this was an issue for pre-pandemic.

Yes. We've diversified the supply chain since the pandemic. We're less reliant on China than we were a few years ago. We can get back to you with some high-level stats on supply. I think we've provided that in the past and we can sort of update that for you, Carla.

Okay. Great. Thank you.

Thank you. Our next question is from the line of Hale Holden with Barclays. Please go ahead.

Thank you. David, you sort of left the door open to grow subscribers in 2025. And I was wondering, if you could just sort of help us bridge from where we are and how we get there and maybe a little bit more color on your confidence on it.

Yes, it's a great question. I talked about our streaming service which is growing quickly and is already about 5% of minutes viewed. So I think that will be part of it. I think you see in our linear service, continuing stabilization around plus or minus that eight million customer mark and then our growing new customers with that service and digitally is what you see in the new customer numbers. And so, it's a combination of relative stability and existing customers, relative stability and reactivated customers year-over-year and then driving growth through growth of new customer acquisition, growth of the streaming services and then growth of people watching content across other non-owned platforms.

Great. Thank you. And then just as a second question. The TV distribution rights of $113 million in 2023, if we're averaging $100 million over two years, is the expectation in 2024 that they're pretty de minimis?

I mean, I would not say de minimis, but I mean I think on the average of that we should you'll see less than we were in 2023.

Okay. Thank you.

Thank you. Ladies and gentlemen, we take the last question from the line of Karru Martinson with Jefferies. Please go ahead.

Good morning. When we look at the 3% price increase in the fourth quarter and kind of carry that forward, what's our expectation for the ability to take price in 2024?

Great question. I think we still believe we have some ability to take price. We were late in the cycle of taking price. I think a lot of other retailers took price before we did. I think we took it a little bit later in the cycle. But we think we still have some ability to take price. More importantly, I would say, we believe we still have the ability to draw some increases in average sale price, because we've been lifting the level of quality of our assortment and our merchandise. So when you see the price, I would think both in terms of some of it's taking price and some of it's a change in mix of the pricing level of the merchandise we're bringing in. I would also point out that we've had a headwind as electronics has gone down. Electronics tends to be a higher priced item. And so while it tends to be lower margin, it tends to be higher price and drop up average sale prices. So as that's become a lower percentage of our mix that's been a bit of a headwind and we've been overcoming that headwind in terms of average sale price. So if you saw some innovation in electronics and that coming back, I think that would be an even further tailwind to the amount of average sale price increase we're able to see in 2024. All of that said, as we go into 2024, we'd like to be a little bit less reliant on price and have a good balance between unit volume in price as we try to start -- continue driving revenue stability and start moving towards trying to drive revenue growth.

Okay. And my apologies if I missed this just on Project Athens, when we look at that $300 million to $600 million OIBDA opportunity there. How much of that flow through 2023? And how much should we think about the opportunity for 2024?

It's a good question. So I think a fair amount of it flows through 2023, you saw it really starting to come through in the back half of 2023 of course. We see continued opportunities both, because of the run rate increases from 2023. And because we're implementing new aspects of Project Athens that will be coming online as we're going through 2024. So we continue to see ability and a runway towards OIBDA growth and OIBDA margin expansion on the total business.

Okay. And then just lastly, I've noticed there was a -- it seems like a shift in the return policy no longer printing return labels. Kind of what's the opportunity there reducing those return costs for you?

And our supply chain team has a number of continuous improvement initiatives. Some of these associated with Project Athens to drive efficiency throughout. That was one of several in terms of kind of materiality that's not -- it's not going to hit your radar. Obviously every -- we're going to do 100 of these things that are going to move the needle for us. In terms of improving pack factor and getting more efficiency in each of our distribution centers. So I think it's just one of several you're going to see.

The other thing I would say is, it's less of a cost issue, but we have negotiated with our vendors on the parcel and brake side to increase the opportunities and the ways that our customers can return items. We think it's an improvement in the customer experience. Customer returns actually end up being very highly correlated with customer satisfaction overtime. And so we've worked pretty hard, not just to get more efficient in the things we're doing in terms of returns, but also to make it easier for customers who have returns. And so we built -- we have a good returns program and we feel good about the progress we're making both in terms of efficiency and in terms of customer satisfaction.

Thank you very much guys. Appreciate it.

Thank you.

And thank you to our listening audience. With that, I think, we're done operator. We look forward to speaking to all of you next quarter, if not, sooner. Thank you.

Thank you. The conference of Qurate Retail has now concluded. Thank you for your participation. You may now disconnect your lines.