Company Sustains Revenue, Operating Income, and Adjusted OIBDA Growth Over Strong 2020 Performance

Qurate Retail, Inc. ("Qurate Retail") (Nasdaq: QRTEA, QRTEB, QRTEP) today reported second quarter 2021 results ⁽¹⁾.

“We are delighted to report sustained year-over-year revenue, operating income and adjusted OIBDA growth following our strong performance in 2020,” said Mike George, CEO of Qurate Retail. “The quarter played out largely as we expected, with our businesses responding effectively to customers’ evolving needs while managing continued supply chain headwinds and a tight labor market. We delivered strong increases in apparel and accessories and growth from our best customers at QxH, sustained momentum across our international businesses, and had record second quarter performance at Cornerstone Brands.”

“Our results demonstrate that we are a stronger business today than when we entered the pandemic, with an expanded loyal customer base, leadership across multiple product categories, more extensive distribution and reach of our digital and video content, including the launch of our streaming service on Comcast, and an outstanding durable financial position. We’re well positioned for growth, poised to take advantage of the accelerated trends toward online shopping, video streaming, social media, and all things for the home.”

Second quarter 2021 operating results:

• Qurate Retail revenue increased 2% to $3.5 billion
  • In constant currency⁽²⁾ revenue increased 1%
  • eCommerce revenue was flat at $2.2 billion or 62% of total revenue
• Qurate Retail reported diluted EPS of $0.52
  • Adjusted diluted EPS⁽³⁾ of $0.54
• QxH revenue decreased 1%
• QVC International revenue increased 11%
  • In constant currency, revenue increased 5%
• Zulily revenue decreased 6%
• Cornerstone revenue increased 18%

Corporate updates:

• Announced David Rawlinson II as next President and CEO of Qurate Retail effective October 1^st
  • Assumed role of President and CEO-elect on August 1^st
• From May 1, 2021 through July 31, 2021, repurchased 5.9 million QRTEA shares at an average price per share of $12.43 and total cost of $74 million
• Qurate Retail’s Board of Directors increased remaining repurchase authorization to approximately $780 million

Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months ended June 30, 2021 to the same period in 2020.

QxH

The modest decline in QxH revenue reflects a 6.1% decline in average selling price mostly offset by a 4.5% increase in units sold. QxH experienced a 15% increase in units purchased per customer and an 8% increase in spend per customer, offset by a decline in customer count compared to last year’s strong gains. QxH reported growth in apparel and accessories, offset by a decline in electronics, beauty and home.

Operating income and adjusted OIBDA margin⁽³⁾ increased primarily reflecting favorable inventory obsolescence and bad debt expenses, improved product margins and lower administrative expenses. These gains were partially offset by higher fulfillment (freight and warehouse) and marketing costs.

QVC International

US Dollar denominated results were positively impacted by exchange rate fluctuations, primarily due to the Dollar weakening 13% versus the British Pound and 9% against the Euro, which was partially offset by the Dollar strengthening 2% versus the Japanese Yen. The financial metrics presented in this press release also provide a comparison of the percentage change in QVC International’s results in constant currency (where applicable) to the comparable figures calculated in accordance with US GAAP for the second quarter of 2021.

QVC International’s constant currency revenue growth was led by Japan and Germany. The business generated gains in every category, led primarily by apparel and home.

Operating income and adjusted OIBDA margin increased primarily due to improved product margins, lower TV commissions and favorable inventory obsolescence and fulfillment expenses. These gains were partially offset by higher marketing expenses.

Zulily

Zulily revenue decreased reflecting comparisons to strong growth in the second quarter of 2020, as well as supply constraints and reduced marketing effectiveness. These factors were partially offset by sustained growth from its factory direct business. Operating income and adjusted OIBDA margin decreased primarily due to higher marketing expenses and fulfillment costs, lower product margins and comping the prior year recognition of a $10 million reduction in a sales tax accrual that was recorded at the time of acquisition.

Cornerstone

Cornerstone generated record second quarter results. Revenue increased primarily due to strong demand in its home brands (Frontgate, Ballard Designs and Grandin Road) while Garnet Hill grew revenue on the strength of apparel and home textiles. Operating income and adjusted OIBDA margin increased primarily from sales growth and product margin gains, partially offset by higher fulfillment costs.

Taxes

Qurate Retail estimates that its average annual effective tax rate through 2021 will be in the range of 15-18% including federal, state and foreign taxes, net of tax credits generated by Qurate Retail’s green energy investments. This estimate excludes the impact of one-time items and is subject to adjustment.

Capital Returns

From May 1, 2021 through July 31, 2021, Qurate Retail repurchased approximately 5.9 million shares of Series A common stock (Nasdaq: QRTEA) at an average cost per share of $12.43 for total cash consideration of $74 million. In August 2021, Qurate Retail’s Board of Directors increased the repurchase authorization by $500 million, and the total remaining repurchase authorization (pro forma for the increased authorization) as of August 1, 2021 is approximately $780 million.

FOOTNOTES

NOTES

Cash and Debt

The following presentation is provided to separately identify cash and debt information.

Cash at Qurate Retail increased $211 million in the second quarter as cash flow from operations more than offset share repurchases, capital expenditures, TV distribution payments and investments in cost and equity investments.

Total debt at Qurate Retail remained flat in the second quarter. QVC’s bank credit facility has $77 million drawn as of June 30, 2021 with available capacity of approximately $2.85 billion, net of letters of credit. The credit facility matures on December 31, 2023. Qurate Retail is in compliance with all debt covenants as of June 30, 2021.

Qurate Retail benefits from an indemnification agreement with Liberty Broadband with respect to its Charter exchangeable debentures. The indemnification agreement compensates Qurate Retail for any payments made in excess of the adjusted principal amount of the debentures to any holder that exercises its exchange right on or before the put/call date of October 5, 2023. This indemnity is supported by a negative pledge in favor of Qurate Retail on the 1.0 million reference shares of Class A common stock of Charter held at Liberty Broadband that underlie the Charter exchangeable debentures. The indemnification asset on Qurate Retail’s balance sheet is valued based on the estimated exchange feature in the Charter exchangeable debentures. As of June 30, 2021, a holder of the Charter exchangeable debentures has the ability to exchange and, accordingly, the indemnification asset is included as a current asset in our consolidated balance sheet as of that date.

Important Notice: Qurate Retail, Inc. (Nasdaq: QRTEA, QRTEB, QRTEP) CEO, Mike George, and Executive Chairman, Greg Maffei, will discuss Qurate Retail’s earnings release on a conference call which will begin at 8:30 a.m. (E.D.T.) on August 6, 2021. The call can be accessed by dialing (800) 289-0571 or (323) 794-2093, passcode 1289616, at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to http://ir.qurateretail.com/events-and-presentations. Links to this press release and replays of the call will also be available on Qurate Retail’s website.

This press release includes certain forward-looking statements, including statements about business strategies and initiatives and their expected benefits, market potential, future financial performance and prospects, Qurate Retail’s estimated ongoing annual tax rate, market conditions, the indemnification by Liberty Broadband, future repayment of debt, the continuation of our stock repurchase program and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters affecting our businesses, continued access to capital on terms acceptable to Qurate Retail, changes in law and government regulations, the availability of investment opportunities, general market conditions (including as a result of COVID-19) and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this press release, 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 refer to the publicly filed documents of Qurate Retail, including the most recent Forms 10-K and 10-Q, for additional information about Qurate Retail and about the risks and uncertainties related to Qurate Retail's business which may affect the statements made in this press release.

NON-GAAP FINANCIAL MEASURES

To provide investors with additional information regarding our financial results, this press release includes a presentation of Adjusted OIBDA, which is a non-GAAP financial measure, for Qurate Retail, QVC (and certain of its subsidiaries), Zulily and Cornerstone together with a reconciliation to that entity or such businesses’ operating income, as determined under GAAP. Qurate Retail defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and other related costs and impairments. Further, this press release includes Adjusted OIBDA margin, which is also a non-GAAP financial measure. Qurate Retail defines Adjusted OIBDA margin as Adjusted OIBDA divided by revenue.

Qurate Retail believes Adjusted OIBDA is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because Adjusted OIBDA is used as a measure of operating performance, Qurate Retail views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Qurate Retail's management considers in assessing the results of operations and performance of its assets. Please see the attached schedules for applicable reconciliations.

In addition, this press release includes references to adjusted net income and adjusted earnings per share, which are non-GAAP financial measures, for Qurate Retail. Qurate Retail defines adjusted net income as net income, excluding the impact of acquisition accounting amortization (net of deferred tax benefit), mark to market adjustments on certain public debt and equity securities and other one-time adjustments. Qurate Retail defines adjusted earnings per share as diluted earnings per share plus the diluted per share effects of certain adjustments, net of tax.

Qurate Retail believes adjusted net income and adjusted earnings per share are important indicators of financial performance due to the impact of purchase accounting amortization, mark to market adjustments and other one-time items identified in Schedule 3 below. Because adjusted net income and adjusted earnings per share are used as measures of overall financial performance, Qurate Retail views net income and diluted earnings per share, respectively, as the most directly comparable GAAP measures. Adjusted net income and adjusted earnings per share are not meant to replace or supersede net income, diluted earnings per share or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with a supplemental metric of financial performance. Please see the attached schedules for a reconciliation of adjusted net income to net income (loss) and adjusted earnings per share to diluted earnings per share, in each case, calculated in accordance with GAAP for Qurate Retail (Schedule 3).

This press release also references certain financial metrics on a constant currency basis, which is a non-GAAP measure, for Qurate Retail. Constant currency financial metrics, as presented herein, are calculated by translating the current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency.

Qurate Retail believes constant currency financial metrics are an important indicator of financial performance, in particular for QVC, due to the translational impact of foreign currency fluctuations relating to its subsidiaries in the UK, Germany, Italy and Japan. We use constant currency financial metrics to provide a framework to assess how our businesses performed excluding the effects of foreign currency exchange fluctuations. Please see the financial tables at the beginning of this press release for a reconciliation of the impact of foreign currency fluctuations on revenue, operating income, Adjusted OIBDA and average selling price.

SCHEDULE 1

The following table provides a reconciliation of Qurate Retail’s Adjusted OIBDA to its operating income calculated in accordance with GAAP for the three months ended June 30, 2020, September 30, 2020, December 30, 2020, March 31, 2021 and June 30, 2021, respectively.

SCHEDULE 2

The following table provides a reconciliation of Adjusted OIBDA for QVC, Zulily and Cornerstone to that entity or such businesses' operating income (loss) calculated in accordance with GAAP for the three months ended June 30, 2020, September 30, 2020, December 30, 2020, March 31, 2021 and June 30, 2021, respectively.

SCHEDULE 3

The following table provides a reconciliation of Qurate Retail’s net income (loss) to its adjusted net income and diluted earnings (loss) per share to adjusted earnings per share, in each case, calculated in accordance with GAAP for the three months ended June 30, 2020, September 30, 2020, December 30, 2020, March 31, 2021 and June 30, 2021, respectively.

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