Welcome to the QVC Group 2025 Q1 Earnings Call. This conference will be recorded on May 7, 2025. I would now like to turn the call over to Shane Kleinstein, Senior Vice President of Investor Relations. Please proceed.

Thank you, and good afternoon. 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 QVC Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in QVC Group'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 in constant currency. Information regarding the comparable GAAP metrics, along with required definitions and reconciliations, including Preliminary Note and Schedules 1 and 2, 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 will have QVC Group's President and CEO, David Rawlinson; QVC Group's CFO and CAO, Bill Wafford; and QVC Group Executive Chairman, Greg Maffei. Now I'll hand the call over to David Rawlinson.

Thank you, Shane, and good afternoon, everyone. We appreciate you joining us and your continued interest in the QVC Group. Q1 was a challenging quarter. We're operating in a tough macro environment, facing continued headwinds from declining linear TV viewership, weakening customer sentiment, and a volatile news cycle, most recently exacerbated by escalating tariff concerns. These recent developments intensified the pressure on our business as they did for the broader discretionary retail market. Total revenue declined 10%, driven by sharper-than-expected pressure on our top line, particularly from accelerated declines in linear TV viewership and reduced consumer confidence, that we believe is a result of geopolitical uncertainty across our U.S. and international markets. Our consumer remains heavily distracted by current events. In the U.S., there was a sharp year-over-year shift on linear television to news and business content consumption, which were both up double digits. Based on Comscore data, overall television viewership was down, led by decreases in general entertainment, shopping and lifestyle viewing, which were all down between high single digits and mid-teens. QVC International revenue declined 4% in constant currency, experiencing episodic softness not seen in prior quarters, driven by German elections, inflationary pressure in Japan, and compared to a particularly strong Easter in the U.K. in Q1 2024. Cornerstone was down 13%, driven by continued housing market stagnation. As a result of continued sales deleverage, consolidated adjusted OIBDA declined 31% in constant currency. While there is still more work to do, we are building on what we've already done. Over the past 2 years, we've improved gross margins and aggressively managed costs. This includes closing the Fontana, California fulfillment center, reducing labor expense for non-fulfillment functions, and moving our technology support to a managed services contract. As previously outlined, we are pursuing an additional $100 million of OIBDA opportunity by examining all areas of spending across the company, which is even more critical now in the current macro environment. This work began in late 2024 and we expect that it will continue through 2025 and into 2026. In late March, we announced the global reorganization, which impacted a significant portion of our team members, but is necessary to improve our cost structure. As part of this reorganization, we're completing the closure of the St. Petersburg, Florida facility and fully transitioning HSN operations to our Studio Park campus in West Chester, Pennsylvania by Q3 of this year. Some team members have already transitioned out while others will remain through the end of the year. I want to sincerely thank all affected employees for their professionalism and dedication during this difficult but necessary action. We also completed the first full quarter under the new IT managed services model I mentioned before. This change has enabled us to reinvest in critical technology upgrades, including fulfillment and order management systems. Cost discipline remains a priority, and we're focused on further reducing our cost to serve. Let me take a minute and give an update on tariffs. Given the inherent uncertainty and ongoing trade negotiations, it is difficult for us to quantify the potential impact of tariffs at this time. This is a challenging and very fluid situation, but we are taking broad-scale action to manage the impact. Five years ago, U.S. goods sourced from China made up over 55% of our product COGS. To date we've reduced that proportion to less than 50%. Still, China remains our largest import exposure. And given the current level of tariffs, we are working quickly to shift even more sourcing to other countries. Depending on where tariffs settle, we are targeting our sourcing mix so that no single country is worth more than 1/3 of our sourced goods by the end of the year. In the immediate term, we've canceled a number of contracts with vendors and we'll be prudent about placing new orders with vendors from China at the existing tariff levels. We are also actively negotiating with many vendors in an attempt to share the tariff impact and may seek to take price actions on certain goods where necessary. Moving to QxH. Total customer count declined 10% in the quarter, driven by a 9% decrease in existing customers, a 17% decrease in new, and a 13% decrease in reactivated customers. The decline in linear TV households continues to put pressure on our customer count year-over-year, and QxH TV minutes watched declined approximately 13%. As you can see on Slide 8 in our presentation, on a trailing 12-month basis, customer count declined on a sequential basis with a decrease of approximately 2.6% versus December 2024. But our existing customers continue to purchase at healthy levels, spending on average $1,635 and purchasing 32 items in the 12 months ending March 31. At QVC, our best customers who buy 20 or more items annually also continue to purchase at very attractive levels. In the 12 months ending March 31, they bought 76 items and spent $3,975 on average, up 1% year-over-year. We experienced strength from the relaunch of LOGO by Lori Goldstein brand and saw continued strength from our well-known brands like Kim Gravel and Diane Gilman. We also had success in the launch of Geoffrey Zakarian's Wine, which sold out, and continued interest in Floor Care from Dyson. And we're seeing new customer growth on social from brands like Tupperware, which added nearly 9,000 new names. While our electronics business experienced lower sales, we continue to see outperformance in portable power driven by brands EcoFlow and Halo in the hearing aid category. Our customers responded less favorably to handbags, luggage and footwear and accessories, garden and home decor, and some of our core culinary brands. Moving to QVC International. As I mentioned before, we saw a change this quarter internationally, and revenue declined 4% in constant currency, compared to prior quarters of broadly stable revenue performance. National elections in Germany, inflationary pressure in Japan, a particularly strong Easter in the U.K. in Q1 2024, and weakened consumer sentiment led to revenue declines across all markets. Total customer count declined 3% in the quarter, driven by a 2% decrease in existing customers and a 6% and 5% decrease in new and reactivated customers, respectively. Finally, our Cornerstone brands continue to operate in a depressed housing market, leading to lower consumer demand. Cornerstone revenue declined 13% in the first quarter, with softness across all brands. We have, however, officially kicked off our transformation efforts. We anticipate value from the transformation will be recognized in the last 3 quarters of the year, although tariffs are likely to have some adverse impact on value. One other point to note. Ryan McKelvey, President of Cornerstone Brands, will be retiring after 25 years. We will commence an internal and external search for a new President of Cornerstone. In the interim, Tom Bazzone, President of Frontgate, will assume leadership responsibility and report to me effective immediately. Ryan will remain with the company for a transition period. We thank Ryan for his quarter-century of distinguished and capable service to the company and wish him well in retirement. Despite continued challenges in our core business, exacerbated by macroeconomic changes, we are intently focused on transforming into a live social shopping company and believe we have the assets needed to win in this space. I would like to share some additional highlights that demonstrate the progression of our WIN growth strategy. First, we signed a strategic agreement with TikTok for the first 24/7 live shopping experience in the U.S., and we are now live on TikTok 24/7 on our QVC account. We use our hosts, along with other creators, to sell products directly through TikTok Shop, allowing purchases to be made on platform. The success of our streaming and social businesses is crucial, and we are measuring our progress in a handful of ways. Our most important metric is revenue, and we estimate that the percent of QxH revenue that was generated during Q1 through streaming and social platforms was in the mid to high single digits. We're seeing strong platform engagement, another important metric. Combined minutes watched on social and streaming platforms are up 26% over last year, growing to 1.4 billion minutes. Streaming monthly active users grew 131%, and we had our largest non-holiday revenue month ever in March. Back to social, across all of our social platforms, including TikTok, we now have a combined over 7 million followers. To help you track our progress, we will look to more regularly provide updates on the social and streaming businesses. We now have thousands of items listed on TikTok, and that number continues to grow. And we are working with over 85,000 creators. We continue to add new categories like beauty, and are scaling our processes for working with creators. We are using our newly formed Content Factory to produce various forms of content for all of our linear and social platforms. And later this month, we'll kick off the second year of our Age of Possibility campaign with our first TikTok Shop Super Brand Day. We'll offer 8 hours of creator and celebrity-led shopping rooted in celebration, empowerment, and connection, all live on TikTok. We have several well-known celebrities who will be joining us. This shows the power of combining our core capabilities and relationships with TikTok-scale platform. And we are also excited to announce the launch of our partnership with TikTok in the U.K. in February, using what we are learning from our U.S. partnership to inform how we go to market internationally. We also launched a new experience with American Airlines this week, where customers are now able to watch episodes from our QVC+ and HSN+ channels on American's free in-flight entertainment platform. We have strengthened our leadership team. We hired 2 new leaders that bring a wealth of industry expertise. Alex Wellen is our new Chief Growth Officer, and has already hit the ground running leading our growth initiatives. With over 20 years of leadership in digital media, product innovation, and strategic growth, Alex will define and lead our growth strategy for the W in WIN, Wherever She Shops. He will oversee a multifunctional team, including U.S. social selling, streaming, digital, new business development, and platform distribution. We also welcomed Tony Williams, our new Chief People Officer, at the end of April. Tony brings more than 25 years of global strategic and operational business experience having led people across a broad range of industries, leading transformation, change management, organizational effectiveness, culture, and other strategies to support increased market share, revenues, and profitability while ensuring the people experience remains a core enterprise focus. Finally, I would like to acknowledge that Greg Maffei will continue to serve as our Executive Chairman, and I look forward to continuing to benefit from his leadership and advice. In uncertain times such as these, the core insight that guides our business is more relevant than ever. For a valuable portion of consumers, shopping is an opportunity to explore, dream, and connect. This is why social shopping is exploding on platforms like TikTok and Facebook. And this is why we believe in QVC Group's long-term strategy despite the current headwinds. Now I'll turn the call to Bill to review the Q1 financial results for each of our businesses.

Thank you, David, and good evening, everyone. Unless otherwise noted, my comments compare financial performance for the 3 months ended March 31, 2025, to the same period in 2024. Starting with QxH. Revenue declined by 11% due to lower unit volumes, lower average selling price, and less shipping and handling revenue, with a partial offset in favorable returns rate. From a category perspective, home revenue decreased by 9%, driven by reduced demand in culinary, a challenging garden season, and overall reduced demand for Today's Special Value events. We did see some bright spots in the fitness and wellness categories, driven by supplements and Denise Austin, as well as growth in our seasonal decor brands of Valerie Parr Hill, Slatkin + Co. and MacKenzie-Childs. Apparel revenue decreased 9%. Beauty revenue fell by 12% in Q1, driven by the Bath & Body category. We are encouraged by the growth we are seeing with new brands like No Makeup Makeup and new technology brands like CurrentBody skin red light therapy. Accessories experienced another challenging quarter with a 14% decline, driven by footwear, loungewear, and handbags. Electronics declined 18% due to lower demand for computers and TVs. Bright spots included audio and portable power at both QVC and HSN. Adjusted OIBDA margin contracted 310 basis points. Gross margin declined approximately 205 basis points, with slightly higher product margins more than offset by fulfillment pressure and sales deleverage. Product margins increased 10 basis points, driven by a mix shift to higher-margin products, improved product COGS, and better return rates, partially offset by lower initial margin. Fulfillment expenses were unfavorable 200 basis points due to higher labor costs, increased freight rates, and sales deleverage. On an aggregate dollar basis, operating expenses decreased 11% and SG&A expenses decreased 7%. Operating expenses decreased $14 million, largely driven by lower commissions. SG&A expense decreased $12 million, driven by savings from our new managed IT services contract, but were unfavorable by approximately 110 basis points due to sales deleverage. Moving to QVC International. My comments will focus on constant currency results. Revenue declined 4%, reflecting a 4% decrease in units shipped and a 1% decrease in average selling price. From a category perspective, QVC International experienced growth in jewelry and electronics, offset by softness in apparel, beauty, home, and accessories. Japan net revenue declined 7%, and Germany and the U.K. declined 1% and 2%, respectively. Adjusted OIBDA decreased 13% and adjusted OIBDA margin declined 140 basis points. Gross margin decreased 80 basis points due to higher fulfillment costs, partially offset by product margin gains. Fulfillment costs increased due to higher variable wage rates in Europe. Product margin strength was due to favorable returns. SG&A expenses decreased 1% due to lower personnel expenses. SG&A margin was unfavorable by approximately 40 basis points due to sales deleverage. Moving to Cornerstone. Revenue declined 13% in the quarter as we continued to experience soft demand for interior and outdoor furniture and decor in our home brands from continued challenges in the home sector. Adjusted OIBDA margin decreased 460 basis points, driven by cost for outside services related to the transformation plan Cornerstone is implementing, higher personnel costs, and sales deleverage. Let me also provide additional commentary on tariffs. Tariffs are adding additional uncertainty to an already challenged retail environment. We continue to monitor tariff impact, which is difficult to model given the amount of volatility we've seen in tariff rates. As David mentioned, our teams have a number of mitigation strategies underway, including sourcing diversification, limiting purchase orders, vendor negotiations, and may include price changes. If tariffs persist at the current elevated levels, it is our expectation the market will likely see lower consumer demand, particularly in discretionary retail. Turning to cash flow and the balance sheet for the quarter. In Q1, free cash flow was a use of $148 million, compared to a use of $27 million last year. As a reminder, Q1 is traditionally a use of cash due to the seasonal nature of our business. The decrease in cash flow was primarily due to cash used in operations and higher payments for TV distribution rights. Our TV distribution payments fluctuate year-over-year depending on renewal cycles. Looking at the QVC Group, Inc. debt profile. As of March 31, 2025, net debt was $4.7 billion and the QVC Group revolver had $1.85 billion drawn. QVC Group had total cash of $833 million, of which $295 million was at QVC, Inc., $206 million at Liberty Interactive, LLC, and $241 million at QVC Group. In February, we paid off the remaining $585 million of QVC, Inc.'s 4.45% 2025 senior notes at maturity, funded with our revolver and cash on hand. Our leverage ratio as of March 31, 2025, as defined by the QVC revolving credit facility was 3.7x, excluding Cornerstone, compared to our maximum covenant threshold of 4.5x. Please note that our covenant OIBDA includes adjusted OIBDA of QVC, Inc. as Cornerstone was removed as a borrower under the QVC credit agreement as of April 1. We are focused on taking the necessary steps to strengthen our capital structure and enhance long-term value for our business, customers, partners, and investors. We're in the process of evaluating a range of proactive financial and strategic alternatives in light of the changing macroeconomic environment, including continued cord-cutting headwinds from recently announced tariffs and company leverage. This review is ongoing and no decisions have been made at this stage. We will provide updates if and when there are material developments that warrant further communication. Finally, as mentioned previously, on December 2, 2024, we transferred our stock from the NASDAQ Global Select Market to the NASDAQ Capital Market and began a 180-day calendar period to regain compliance after trading below the $1 minimum. As part of this extension, we have committed to effect a reverse stock split, if necessary, to remain on NASDAQ after the 180-day period. Our Annual Shareholder Meeting is on May 12. And if we receive stockholder approval for a reverse stock split, we would look to implement as soon as possible with the intent to regain compliance before the expiration of our compliance period in June. Now I'll turn the call over to Greg.

Thank you, David and Bill. Well, as you can hear, the Q team is very focused on execution despite the challenging macro environment. Q is now navigating the evolving tariff headwinds along with the rest of retail and recognizing the magnitude that this impact will have on the cost structure of Q and overall consumer sentiment. Q continues to remain focused on balancing growth under the WIN strategy and the large opportunity they have in social shopping, with cost actions to better position the operating business for the tough macro environment and the decline in linear television subs. At the same time, we are focused on strengthening capital structure and are proactively evaluating financial and strategic alternatives to do so. And with that, operator, I'll open the line for questions.

Your first question comes from William Reuter with Bank of America.

This is Rob Rigby on for Bill. So I guess, first, regarding the TikTok shop and social spending, it seems like the current annual run rate is roughly around $400 million for social and streaming spending. I guess, what does that ramp look like over 3 years? And I guess what do you expect will drive that growth?

Yes. Let me start and then let Bill pick up. I think what we've said is that social and streaming today is hundreds of millions. And then I think what we said in November was that we thought social and streaming together over a 3-year period could get to $1.5 billion. So that dimensionalizes a little bit what the growth rate looks like over the next 3 years. And we think we are growing fast right now and on track to achieve on that scale. In terms of what drives the growth, a big part of it is just going to be new customer acquisition, as well as some customer transition. There's some cord-cutting capture that's happening with former customers, but we're also seeing good rates of being able to acquire new customers with reasonable economics on the social and streaming platform. One of the things that's really great, especially about the social strategy, is that it's a pre-aggregated audience. There are already tens of millions, in some cases, hundreds of millions of people, if not billions, on those platforms. And so you get to play in a very growing, large stream of potential customers who are increasingly used to seeing shopping content in their social feeds and who are increasingly converting over to purchases within their social experience. And so that's the magnitude of the opportunity. Anything you'd add, Bill?

No. The run rate you're considering involves taking the current pro-rata percentage and extending that. Our goal, as David mentioned, over the next three years, aims for a slightly higher trajectory than that. However, you're generally in the right range.

Great. I appreciate that color. And then second one from us would just be regarding capital allocation. Appreciate the commentary around evaluating strategic alternatives, financial alternatives. But is the plan near term to still use free cash flow to repay the revolver balance? And then if you have any updated color regarding what the use of proceeds would be on the potential sale of the St. Petersburg facility.

Yes. I think potential sale of the St. Petersburg facility is obviously not going to be in the next quarter or 2. And don't expect that to be largely material to the overall size of the enterprise. So I don't think there's a big windfall that we're looking on that. In terms of how we've managed capital structure and free cash flow, I mean, no change right now. But like we said, we're evaluating what our opportunities are going forward.

The next question comes from the line of Karru Martinson with Jefferies.

Just in terms of the proactive financial option review. Does this mean that the RCF renewal is off the table? Can you kind of elaborate where we are in terms of the liquidity needs of the company? And where would we access that from?

We have provided an overview of our leverage ratio and its impact on our current liquidity. At this moment, we are considering all available options as we assess the existing challenges and the current state of the business.

And then when you look at kind of your customer count, and while recognizing social is growing nicely, but losing, call it, 200,000 customers, with the linear minutes down, I mean, is that just kind of the new run rate that we have to work through here for the next year while social ramps up? Or how should we think about kind of that sales deleveraging that we saw in the first quarter?

Yes, it's a great question. There certainly is some underlying run rate that is just the structural pace of cord-cutting that's impacting the business. If you look at our linear TV households, I think we said, versus 2018 or 2019, we're down something like 40%. And so there just is some degradation of the core linear households. And I think it's fair to expect that we'll have to eventually outrun that with streaming and social growth. I do think there are a number of things that made this quarter a particularly challenged quarter from a customer count perspective. First, you did see really in February a real change in consumer sentiment and I think a real pullback in the market. And I think that had an impact. You certainly had some of the trends in viewership that were really pronounced in the first quarter. I gave some of those statistics in the beginning where total television viewership were down. You saw a real spike in news and business coverage, and almost everything else in the television universe being down, much of it being down double digits. And so you really did see very strong diversion from normal television watching patterns. And given the fact that we have to have eyeballs to show products to get sales, that has a real impact on our business. The other thing I would say is, given what we saw in terms of consumer sentiment, it didn't feel like a very responsible time to invest as heavily as we otherwise might have in new customer acquisition. And so in terms of our new customer count, we weren't spending to go after new customers in the way that we might have if the consumer sentiment and macro environment had been different. And so I think that may have slightly artificially depressed our new customer count year-over-year and new customer acquisition within the quarter. So I do think there were some things that were idiosyncratic within the quarter that had an effect on the customer count. But I also wouldn't deny that there is just an underlying reality to cord-cutting in linear television that we're also seeing and we'll continue to have to face into.

Maybe just lastly, does the de minimis exemption ending change anything from a competitive landscape for you guys?

Great question.

Yes, it's a great question. I would say, observe a couple of things. I think around the edges, the de minimis exception was unhelpful, I think particularly unhelpful to some of our digital businesses. I think not having this de minimis exception probably is a slight tailwind to our social push, because that's where, I think, in digital channels, you saw a lot of players taking advantage of it. I think the primary places where you saw big businesses built around de minimis exception tended to target consumers who are younger than our average consumer. So I don't know that it provides an immediate massive target that we'll want to go after. I think in terms of average sell price, in terms of age, both tended to be well below where we tend to target. But I think net-net on the margins, it was a positive thing to have happened for the business.

And the last question comes from the line of Hale Holden with Barclays.

I had I guess 3 really quick ones for you. The 2021/2022 supply chain hit the company pretty hard just on Today's Special Value. So I was wondering, in regards to tariff mitigation, if you're actually shipping from China given the higher tariffs, or if there was the potential for a slowdown and good flow in the back half of this year?

Yes, I can start with that and perhaps Bill will want to add his thoughts. We're being very intentional about our sourcing decisions given the current tariff levels. We've significantly reduced our orders from China and are actively looking for alternatives outside of China. As I mentioned earlier, we aim to ensure that no more than a third of our product costs are dependent on any single country, which will lead to a more diversified supply chain than in the past. We're making good progress towards that goal. However, I want to note that we won’t be able to immediately replace every product we intended to buy in the second half of the year, which will require some adjustments to our plans. There will be instances where we decide against bringing in goods due to the current tariff rates, leading us to explore alternative plans. This is a situation we need to manage closely. Regarding the previous supply chain crisis, I wouldn't say we're currently facing the same level of challenges or programming changes. We have much better visibility now than we did during those earlier disruptions, where unpredictability was a major issue. We understand that there is a fundamental shift in the costs associated with sourcing certain goods from different regions, allowing us to plan more proactively than before. Hopefully, that provides some useful insight. Bill, do you have anything to add?

Yes, I think we have a larger inventory position compared to last year at this time, though our revenue base is smaller. This gives us some buffer as we move through Q2. Our focus now is on the second half of the year, especially around the holiday season, as many discretionary retailers have a strong presence in China. The teams are currently working on diversifying our offerings, particularly in apparel and other categories where we've seen significant progress. Right now, it's about continuing to make steady improvements.

Got it. I wanted to follow up on Karru's question regarding the revolver extension. Is that something you are still working on as part of your liquidity plan? Additionally, could you explain why Cornerstone was removed from the revolver collateral pledge?

Sure. I mean, so we're looking at all options on that. The revolver doesn't mature until October of '26, right? And so we have obviously time and are using that to make sure that we're doing the right thing for the business. Cornerstone was removed, wasn't material to the calculation, also ample cash on hand to manage that business, and wasn't needed in the facility.

Okay. And then my last question is, David, your comments were sort of relative to first quarter consumer weakness, but it does feel like things have gotten a little softer since then. So any macro thoughts on where you think the consumer is or might be going would be helpful to level-set.

Yes, that's a valid question. January was consistent with the trends we observed in the fourth quarter. However, we noticed significant changes in consumer sentiment and behavior in February. There were a few factors at play, including the leap year and the timing of Easter, which contributed to the shifts we experienced. Overall, February brought about noticeable changes in the discretionary spending environment. As we moved from February into March, we seemed to stabilize at a lower level of consumer sentiment compared to February's decline. For the remainder of the year, we're cautious in making predictions due to the current volatility. On a positive note, sectors like social and streaming are expected to grow and play a larger role in our business as we continue throughout the year, thanks to our strategic investments and the progress we've made. Additionally, we implemented cost-cutting measures in the first quarter that will only be reflected in future results. These actions should provide some buffer as we navigate consumer sentiment and market conditions moving forward.

All right. On a lighter note, I'll do my best to buy something on my next American flight.

Thank you.

In this environment, every purchase is useful. We're really excited about that partnership. When we announced the WIN strategy, the W in WIN was Wherever She Shops. And part of that is just recognizing that our consumer's attention is increasingly divided across platforms. And so hopefully, what you're starting to see is, we know she's in social, and so you're seeing a different sort of presence on TikTok and Facebook. We know that she's a very captive audience when she's on the airplane, and so that's another place we think is a potential for shopping. And so we wanted to get there. So we will continue to try to live out our strategy of being wherever a potential customer eyeball is. With that, I think that was the last question. I want to thank everybody for joining us and for your continued interest. We will continue to try to do a reasonable job of keeping you updated given the volatile environment. And always, very helpful questions and continue to be thankful for the interest in the company.

Thank you. This concludes today's conference. You may disconnect your lines at this time.