Welcome to the Qurate Retail Inc. 2024 Q3 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 November 09. I would now like to turn the call over to Shane Kleinstein, SVP, Investor Relations. Thank you. Please go ahead.

Thank you and good morning. Before we begin, we'd like to remind everyone that this call includes 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 and 10-Q 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 disseminate any 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 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 notes in schedules one and two can be found in the earnings press release issued today or our earnings presentation, which are available on our Web site. Today, speaking on the earnings call we have Qurate Retail, President and CEO, David Rawlinson; Qurate Retail Group's CFO, Bill Wafford; and Qurate Retail Executive Chairman, Gregory Maffei. Now, I will hand the call over to David Rawlinson.

Thank you, Shane, and good morning, everyone. Thank you for joining us today and for your interest in Qurate Retail. As anticipated, Q3 was the most difficult quarter of 2024. The challenged macroeconomic climate and events such as the Olympics and political conventions affected consumer behavior and viewership of our programming. Furthermore, this quarter was a challenging comparison to last year's very strong adjusted OIBDA growth. Looking on to your stat, adjusted OIBDA was up 19%. While we prepared for these known headwinds, our revenue in the quarter was lower than expected and resulted in meaningful deleverage throughout the P&L. At our video commerce businesses, revenue declined primarily from lower unit volume in the U.S., impacted by the aforementioned notable events and their associated impact on viewership. In addition, several significant unanticipated headlines further depressed viewership in the quarter, such as the assassination attempts on President Trump, President Biden stepping down from the election, and Hurricane Helene, which forced HSN to shift from live to tape programming for over two days. These events competed significantly for airtime and therefore impacted our business model to a far greater extent than other retailers. QxH total TV minutes viewed decreased 4% in Q3. According to industry data, the number of hours watched for TV shopping decreased 8% in Q3, while major networks grew 16%, and news and information programming increased more than 20%. Based on sales trajectories immediately preceding large headline driving events, we estimate that competing events collectively reduced our revenue approximately 1 to 2 percentage points in Q3. In this environment, we held consolidated gross margin flat and maintained disciplined cost management. Product margin gains were offset by unfavorable fulfillment from higher wage and freight rates due to inflation and market pressures. We reduced operating expenses $11 million and SG&A $10…

Thank you, David, and good morning, everyone. Unless otherwise noted, my comments compare financial performance for the three months ended September 30, 2024, to the same period in 2023. Starting with QxH. Revenue decreased 6% due to lower unit volume and shipping and handling revenue, partially offset by favorable returns. From a category perspective, home revenue decreased 3%, driven by lower demand for culinary and fitness products. Apparel saw gains in certain Age of Possibility brands but declined 3%, driven by soft demand for fall fashion. Beauty revenue decreased 4%, driven by lower demand for bath, body and hair care products. Accessories experienced growth in luggage sales, but declined 9% due to lower demand for footwear and handbags. Electronics decreased 16%, primarily due to weaker computer sales. Adjusted OIBDA margin dropped by 40 basis points. Gross margin declined 10 basis points with higher product margins being mitigated by fulfillment pressure. Product margins improved approximately 10 basis points due to higher initial margin from Project Athens initiatives, partially offset by lower shipping and handling revenue. Fulfillment expenses increased approximately 35 basis points due to higher wage and freight rates and deleverage. Operating expenses decreased 6% due to lower commissions. Despite a 4% reduction in SG&A expenses, we were still unfavorable by 35 basis points due to the deleveraging of administrative costs and increased marketing expense. Administrative expenses declined due to lower personnel expenses and outside services, while marketing increased due to brand marketing to support QVC's Age of Possibility campaign. Moving to QVC International. My comments will focus on constant currency results. Revenue decreased 1%, reflecting a 3% decrease in average selling price, partially offset by 1% increase in unit shift and favorable returns. QVC Germany and Japan were flat and QVC U.K. declined 1%. From a category perspective, QVC International…

Thanks, Bill. As you heard, it was a difficult quarter. There was significant impact on viewership as headline grabbing events impacted sales more than originally forecast. While business has a healthier cost structure, top line softness has resulted in deleveraging across the P&L. We continue to proactively manage the balance sheet. We tendered for 89% of QVC's 2027 and 2028 notes, $959 million of principal amount. This was partially funded by $605 million of new 2029 notes, so an extension and the remainder was $75 million of QVC and $277 million of Liberty Interactive cash. This extends the runway of Qurate's debt maturity profile and in addition, interest expense was reduced by approximately $9 million from a combination of Fed cuts and exchange transactions. All of these support our goal of extending the 2026 revolver. We do recognize the landscape is changing with cord cutting increasingly impacting our customers. We are pursuing a new growth strategy to more deliberately reach aggregated audiences on primarily social and streaming platforms. David will speak in more detail about this at Liberty's Investor Day next week, November 14. We look forward to seeing you there. You can tune in virtually or join us in person at our new location, the Jazz at Lincoln Center. If you plan to attend in person, please make sure to register by Monday November 11, as there will not be on-site registration. The link to register can be found on our website. John and Malone and I will host our annual Q&A session. If you'd like to submit questions in advance, you can email investordaylibertymedia.com. And with that, we'll open the floor operator for Q&A.

Thank you. [Operator Instructions]. The first question is coming from William Reuter of Bank of America. Please go ahead.

Good morning. My first question is on the category performance. There was clearly a pretty large divergence. When you look at -- I guess, do you expect that the categories that have been soft will remain so? And I guess, are you taking actions in the near term to change your programming to put more of the categories of strength on air?

Yes, I appreciate the question. Thank you for that. I would say the category performance this time was really disproportionately impacted by the macro factors and events, both known and unanticipated and it just had a broad category impact. As I think I mentioned in my prepared remarks, viewership across our five channels in the U.S. were down 4%, and so that just drove a level of softness throughout categories and like I said, we think it had a 1% or 2% impact on total revenue and then corresponding P&L. When you look at the category specifics, home revenue decreased 3%. That was mostly driven by culinary and fitness. No reason to think that in a more normalized external environment, that we won't see some better performance and bounce back there. I do think we continue to see -- we leaned into apparel with Age of Possibility, some of the Age of Possibility brands. There was a little bit of softness outside of those Age of Possibility brands in Fall fashion. So we're continuing to watch and see how that developed. But overall, I think -- and then electronics, I think we continue to wait on a real boom cycle and innovation cycle in electronics. I don't think we've seen that fully materialize yet. I think if we see as we see more innovation in the electronics, and I think particularly the tablet, video game and television market, that market will be mostly dependent on the innovation cycle. So we're watching across categories very closely. We're changing our airtime assets as we see strength in particular categories, but I think this quarter was mostly a macro quarter in terms of understanding what was happening in the category and was less about the specific category dynamics.

Got it. And then last quarter, I think you mentioned that less than half of your product was sourced from China. In general, the way that your relationships work with your vendors, are they responsible for the tariffs if there were tariffs enacted or are the agreements such that you would be paying those? And I guess any commentary on how you were impacted by the tariffs the first time they came around in 2018?

Yes, I think if you to the point the importer of record in most cases are vendors or suppliers, right. We direct source it's still a significant portion of it. We negotiate those deals on a landed cost basis, right. So depending on how that in the tariffs flow through, we'll be on a bespoke basis how we manage each of our vendors. If you look at how that happened, how we manage that back in the last round several years ago, I mean, that's when you start to think about it, that's when we started diversifying country of origin sourcing, right. And that's when we moved a lot of sourcing out of China to other lower cost country source whether it be lower cost of goods or improved tariff. We'll continue to evaluate, continue to make strides there and we'll take them as they come in this time around. I don't think we'll be unique in how this is impacting relative to other retailers and expect us to handle it in a similar fashion.

Got it. And then just lastly for me, it would seem like despite the huge number of events that caused distraction for consumers in the third quarter, clearly, I think October was a month which had a lot of the same types of distractions. Was there any material change in the trends in October or did we see a lot of the same things we saw in the third quarter?

Yes, let me take that in two parts. First, maybe I'll try to describe with a little more particularity some of the trends and events. So on July 13th was the day of the first Trump shooting. On 13th, we saw average hourly reach decline 10% at QVC. Sales per hour fell 50% in the evening and prime time compared with the average of the morning and afternoon periods that day. So you just saw an almost immediate precipitous drop off in sales. Presidential debate on September 10, average reach in the first hour was down 36% at QVC. Sales per hour fell 20% in prom time compared with the evening hours leading up to the debate and even when you look at something like the Olympics opening ceremony, which turned out to be very widely watched, you saw sales per hour fell 25% in the afternoon hours versus the morning hours on QVC that day. So you did see a very direct read across between the events and viewership, which then corresponded to sales. I would say, the quarter was driven more by the ups and downs of the media cycle than it was by in the overall, I think, retail trend underlining. Because of that, there tended to be a few more events in the first half of the quarter than the second half. So we did see a little bit improvement as we went through Q3 but I think the biggest driver really was the news cycle.

Got it. Thank you. I will pass to others.

The next question is coming from Carla Casella of JPMorgan. Please go ahead.

Hi. Thanks for taking the question. I'm just on the international customer, your customer declines in the quarter and you did call out a few markets, but can you just talk about any particular markets there where you're actually seeing the numbers down or a change in trend? And then if you could also give us some color on Asia, specifically, Japan.

Yeah, that's great. Thank you for the question. For the quarter, Germany and Japan revenues were both essentially flat, down, I think, 0.1 and 0. 3, respectively. So, I think relative stability there. Both countries saw sales growth in home and electronics and both countries saw softness in fashion. QVC U.K. declined 1%, mostly on lower sales for apparel and home. I think what you tend to see are idiosyncratic events across the international businesses, but you largely see an international business that's very stable. We have had more difficulties with shipping in the European businesses, because of some of the things that are going on in their shipping lanes. So that did have a little bit of an effect, especially in Germany and the U.K. But I think going into the -- if you look at just to hit that really quick, about 75% of our supply at our European operations go through the canal and so we did have a little bit more exposure and had to do things like changing some of our programming, etc. there. But I think the story at our international businesses is largely a story of stability. Some of the customer counts were down slightly, but I wouldn't read that forward as too much of a trend. We think -- we feel good in the medium term about being able to get to growing customer files across our international business despite there being some customer count softness, I think, particularly in Japan and Germany this year.

Okay, great. And then you kind of alluded to it, the shipping, the gross margin impact from shipping, was that all the Red Sea and should that be more normalized as we go forward or was it just a Q3 hit?

Yes, like largely from the Red Sea and largely impacted our international business. Obviously, the majority of their goods flow through the Red Sea, I think near 75%. On the U.S. business, much more limited impact on that and we don't expect that to continue at all and we've already seen those back off in the time period.

Okay, great. And then on your you mentioned the best customers, I think I got the number right, $3,960 average spend. Correct me if I'm wrong there, but then also, has your best customer numbers changed dramatically? And how does that compare to average spend for your existing customers?

Yes, that's great. So QVC best customers, which keep in mind is customers that purchase over 20 items a year, they're about 17% of the count and 76% of sales and we feel good about both existing and best customers in terms of their behavior. Average spend increased 4% year-over-year in the last 12 months, and you're right, $3,960 was about the average spend, so you nailed it. And we also had average items increased about 1% to 76 items. And so, in terms of behavior, we felt very good and then we saw similar increases in both spend and items in terms of existing customers. So what we're seeing is our customers who are with us remain engaged, remain excited about the programming, remain willing to spend and continue driving units up. And then I think on account basis, we continue to see reasonable stability sequentially. I think eventually, and I've said this, we have to get back to a growing customer file overall that hasn't been a primary target for us in Project Athens. It's been much more bottom line focused. I think, as we'll articulate a little bit next week at the Liberty Investor Day, count and revenue growth will come into focus as we go into our next period, focus much more squarely on the growth now that we have a better profitability profile than we did a couple of years ago. And I think that should be when we'll try to drive some increases in total customer count.

Great. Thank you so much.

Thank you. The next question is coming from Jenna Giannelli of Morgan Stanley. Please go ahead.

Hi, good morning. Thanks for taking my question. So with the election now behind us and some of these macro attention grabbing events, is your expectation that viewership will sort of normalize into 4Q? I know Bill asked it a bit, but said, I guess, another way, have you seen signs of that yet? And then anything specifically you're doing on holiday that should perhaps drive the sales picture a little bit better sequentially?

Yes. So I would say, we haven't seen it yet. I think we're still watching through the Presidential results in the cycle, but we do expect to see a much more normalized picture in the fourth quarter, and I think we're looking forward to a little bit of stability in the viewing habits of our customers. We don't see any reason at this point to believe that we will not get to a much more normal viewing cadence in the fourth quarter. I will also say, we get the fourth quarter is our largest by volume and so some of the leverage challenges that we had in the third quarter just from volume deleverage running over fixed costs, that should improve in the fourth quarter. So we feel relatively good about that. We have a very strong programming calendar for the fourth quarter, everything from being the exclusive broadcaster of the National Pickleball Championships to another year of hosting the Radio City Rockettes, who will be back in studio, I believe, we'll have a QVC Goes to London Christmas event, you'll see lots of celebrities in our programming and so we feel good about the fourth quarter. I think a lot of retailers are calling out the fact that this is -- because of the way Thanksgiving Falls, there is a different period pre-Thanksgiving and then a different period between Thanksgiving and Christmas in terms of calendar days. And so, we are also scrubbing our programming and our cadence to adjust for that. But, yeah, going into the fourth quarter, I think we start out feeling like it should be a much more normal quarter than Q3 was.

Okay, that's helpful. Thank you. And then also I just wanted to ask on Cornerstone. Given the underperformance and I know you outlined kind of a plan for cost cutting and some improvements there, but have there been any other thoughts on strategic options or considerations for that business outside of just driving earnings improvement?

Yeah. I think so we like the Cornerstone businesses. We think those businesses, a lot of them have very defensible, competitively advantaged positions. What we've seen is those businesses in an upmarket tend to overperform the market, but are also vulnerable in down markets like we're currently in. I think when the housing market returns in force, we're still seeing housing starts that are depressed. We're still seeing mortgage rates that are very elevated. We're still seeing housing moves that are at a very depressed level. So we're clearly in a sector-wide depressed state and they sell into that sector. And so we think in a moment where that sector bounces back that we'll be well positioned to really take advantage of it. And so a lot of the work now is getting to a consolidated more profitable platform to take advantage of that market when it returns. I would say -- I've stated in the past that Cornerstone is not our core video commerce business, but we do think it's a very attractive business. We do think it's a business that will be worth substantially more in a couple of years than it would be valued at today, and we continue to think there's a lot of value to unlock in that business and then I would just also say that anytime we have an opportunity to create value for shareholders, whether it's organic or inorganic, we would always take a serious look at that. But today, we own the business and we are excited about the transformation opportunity of that business. One of the things that gives us so much confidence about the playbook we're about to run is we saw it materially increase the profitability of the QVC and U.S. businesses as a result of Project Athens and so, we're bringing to that business a lot of tools we've refined over the last couple of years.

Okay, perfect. That makes sense. And then, I just have one final one, if I can. And I'm looking forward to more details and color next week, but you talked about how you're ending your three-year plan. As we think about the next phase in the next two to three years, should we anticipate any further opportunity for cost or margin improvement, efficiency work, etc.? Or should we think about pillars of the next phase as mostly being focused on perhaps new revenue or customer channel streams, etc.? And again, appreciate we'll hear more next week, but just any additional early color on next steps and next phase?

Yes, that's great. I think great. I appreciate the questions. Well, Athens was very deliberately very bottom-line cost and margin focused. I sort of talked about stable revenue when we announced Athens, I very explicitly did not talk about revenue growth, because we weren't targeting most of our efforts at revenue growth. I think what you will see as we go into a more growth-oriented phase is a better balance across and so we are going to be looking to drive revenue growth, but we're also going to be doing it while continuing to have an emphasis on efficiency and margin and cost and productivity. And I would also say that we are still midstream in a lot of our Athens cost and margin and growth efforts that will continue to have substantial benefit beyond 2024. So, I think you'll continue to see a lot of the things that have driven the increases in profitability, in effect as we go into the out years, but you will see a more balanced approach to top and bottom line going forward.

Excellent. Thanks so much.

Thank you. The next question is coming from Karru Martinson of Jefferies. Please go ahead.

Good morning. With the resolution of the presidential election a little bit faster this year than the last time around, are you seeing that comparison return back to normal faster? Or are we still kind of in the watching the news tape here?

I think it's too early to tell. We're it's still very fresh. I think it's still washing through. I will say, I think the best-case scenario for us was a decisive victory either way that allowed us to get out of the news cycle. And I think that's what we saw and so I would say, from a business standpoint, I'm encouraged that it was able to effectively be decided on night one.

Okay. And when you look at your seasonal sales or holiday sales, has the consumer kind of still been responding to that seasonal offering or is that also being pressured by the pullback in discretionary?

Yes, it's a great question. I'm not sure I'd say I have a super clean read just because there were the macro events that made it a little bit confusing to read across. I think there are a couple of things I can say. I think it's still a reasonably promotional environment and we do see customers that are value conscious and looking for promotions. That's clear. I think it is a holiday themed holiday, if you will. So we are seeing spikes in seasonal. We are seeing spikes in holiday related decor and holiday related push events and so that does seem to be triggering. There's a little bit of a sense of holiday escape and a little bit of a sense of retail therapy that seems to be in the mind of the consumer right now. We are still seeing a more cautious consumer. I would say, we are still seeing a I would say, we are still seeing a consumer that's buying closer to need rather than further out. But I think the consumer is reserved. I think they're cautious. I think they're value conscious, but they're there.

All right. And then when we look at the capital structure, obviously, a big move with the extension to the 29s. We should expect the 25s to get paid off with revolver in cash, I would assume. And how does that kind of feed into the revolver refinancing outlook here?

This is Ben Oren. Essentially the exchange offer gave us the runway to put an extension of the revolver in either late 2028 or early 2029. We still need to negotiate with our banks. We feel like we have the right tools to be able to offer them the improved terms and reduction in total borrowings to be able to facilitate that.

Thank you very much. Appreciate it.

Thank you. Our last question is coming from Hale Holden of Barclays. Please go ahead.

Thank you. Just a follow-up on the last question. I think understandably for the last two plus years, you guys have carried very high cash balances. But with the maturity extension and pending revolver extension, I was wondering what you thought the right cash balances to carry would be or if we would see some of that cash deploy to the 25 pay down as opposed to putting it on the revolver?

So I think the best way to answer that is to talk about where the cash is. We've been relatively strategic about each tier. So the cash that's sitting at the Qurate Retail Inc. Level is committed to making payments on corporate overhead and on the dividend associated with the preferred. The cash at the Liberty Interactive level was used in mass scale to help us in the extension of the runway during this exchange offer. The argument being that the option value that we create by extending our runway is more significant than anything we create by paying down debt at the Liberty Interactive Box with those dollars. And then with respect to the cash that sits at QVC, we have generally been using dollars of free cash flow to repay the revolver whenever available. We keep reasonable balances, but they're spread across a pretty diverse regional base given that it's a global business. But we are happy with the cash balances in each pocket at this time.

Got it. Thank you very much. I appreciate it.

All right. I think that are those are our questions for today. Thank you to our listening audience. Thank you to our presenters. And we look forward to seeing you next some of you next week in New York and perhaps some of you virtually. Thank you for your interest in Qurate.

Ladies and gentlemen, thank you for your participation. This concludes today's event. [Operator Closing Remarks].