UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33982

QURATE RETAIL, INC.

(Exact name of Registrant as specified in its charter)

incorporation or organization)	Identification No.)
State of Delaware (State or other jurisdiction of incorporation or organization)	84-1288730 (I.R.S. Employer Identification No.)

12300 Liberty Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip Code)

Registrant's telephone number, including area code: (720) 875-5300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A common stock	QRTEA	The Nasdaq Stock Market LLC
Series B common stock	QRTEB	The Nasdaq Stock Market LLC
8.0% Series A Cumulative Redeemable Preferred Stock	QRTEP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒	Accelerated Filer ☐	Non-accelerated Filer ☐	Smaller Reporting Company ☐	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of outstanding shares of Qurate Retail, Inc.'s common stock as of October 31, 2021 was:


Series A common stock		388,566,013
Series B common stock		8,177,190

Table of Contents

Table of Contents


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
QURATE RETAIL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited)		I-3
QURATE RETAIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited)		I-5
QURATE RETAIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)		I-6
QURATE RETAIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited)		I-7
QURATE RETAIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Equity (unaudited)		I-8
QURATE RETAIL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)		I-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		I-25
Item 3. Quantitative and Qualitative Disclosures about Market Risk.		I-37
Item 4. Controls and Procedures.		I-39

PART II—OTHER INFORMATION		II-1
Item 1. Legal Proceedings		II-1
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		II-1
Item 6. Exhibits		II-2

SIGNATURES		II-3

I-2

Table of Contents

QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	September 30,		December 31,
	2021		2020

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	798	806
Trade and other receivables, net of allowance for doubtful accounts of $103 million and $132 million, respectively		1,185	1,640
Inventory, net		1,742	1,301
Indemnification agreement receivable		394	345
Other current assets		418	473
Total current assets		4,537	4,565
Property and equipment, net		1,196	1,300
Intangible assets not subject to amortization (note 5):
Goodwill		6,592	6,638
Trademarks		3,168	3,168
		9,760	9,806
Intangible assets subject to amortization, net (note 5)		794	779
Other assets, at cost, net of accumulated amortization		673	549
Total assets	$	16,960	16,999

(continued)

See accompanying notes to condensed consolidated financial statements.

I-3

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QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	September 30,		December 31,
	2021		2020

	amounts in millions,
	except share amounts
Liabilities and Equity
Current liabilities:
Accounts payable	$	1,238	1,305
Accrued liabilities		1,034	1,418
Current portion of debt, $1,983 million and $1,750 million measured at fair value (note 6)		1,983	1,750
Other current liabilities		190	231
Total current liabilities		4,445	4,704
Long-term debt (note 6)		5,311	5,186
Deferred income tax liabilities		1,318	1,359
Preferred stock (note 7)		1,260	1,249
Other liabilities		712	768
Total liabilities		13,046	13,266
Equity
Stockholders' equity:
Series A common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 391,202,469 shares at September 30, 2021 and 382,165,550 shares at December 31, 2020		4	4
Series B common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 8,177,190 shares at September 30, 2021 and 29,366,492 shares at December 31, 2020		—	—
Series C common stock, $.01 par value. Authorized 400,000,000 shares; no shares issued		—	—
Additional paid-in capital		—	—
Accumulated other comprehensive earnings (loss), net of taxes		(60)	72
Retained earnings		3,822	3,522
Total stockholders' equity		3,766	3,598
Noncontrolling interests in equity of subsidiaries		148	135
Total equity		3,914	3,733
Commitments and contingencies (note 9)
Total liabilities and equity	$	16,960	16,999

See accompanying notes to condensed consolidated financial statements.

I-4

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QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2021		2020	2021		2020

	amounts in millions, except per share amounts
Total revenue, net	$	3,144	3,383		9,985	9,725
Operating costs and expenses:
Cost of retail sales (exclusive of depreciation shown separately below)		2,069	2,178		6,504	6,328
Operating expense		204	203		627	605
Selling, general and administrative, including stock-based compensation (note 2)		458	455		1,378	1,323
Depreciation and amortization		139	141		396	427
		2,870	2,977		8,905	8,683
Operating income (loss)		274	406		1,080	1,042
Other income (expense):
Interest expense		(121)	(98)		(356)	(290)
Share of earnings (losses) of affiliates, net		(24)	(32)		(78)	(96)
Realized and unrealized gains (losses) on financial instruments, net (note 4)		41	(12)		101	(127)
Gains (losses) on transactions, net		—	223		—	224
Other, net		—	(65)		(10)	(65)
		(104)	16		(343)	(354)
Earnings (loss) before income taxes		170	422		737	688
Income tax (expense) benefit		(20)	(70)		(113)	(111)
Net earnings (loss)		150	352		624	577
Less net earnings (loss) attributable to the noncontrolling interests		23	14		69	39
Net earnings (loss) attributable to Qurate Retail, Inc. shareholders	$	127	338		555	538

Basic net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 3):	$	0.31	0.81		1.36	1.29
Diluted net earnings (loss) attributable to Series A and Series B Qurate Retail, Inc. shareholders per common share (note 3):	$	0.31	0.80		1.32	1.28

See accompanying notes to condensed consolidated financial statements.

I-5

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QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2021		2020	2021	2020

	amounts in millions
Net earnings (loss)	$	150	352	624	577
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		(28)	49	(92)	45
Recognition of previously unrealized losses (gains) on debt, net		—	—	—	(1)
Comprehensive earnings (loss) attributable to debt credit risk adjustments		(13)	(68)	(50)	31
Other comprehensive earnings (loss)		(41)	(19)	(142)	75
Comprehensive earnings (loss)		109	333	482	652
Less comprehensive earnings (loss) attributable to the noncontrolling interests		22	16	59	43
Comprehensive earnings (loss) attributable to Qurate Retail, Inc. shareholders	$	87	317	423	609

See accompanying notes to condensed consolidated financial statements.

I-6

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QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine months ended
	September 30,
	2021		2020

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	624	577
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		396	427
Stock-based compensation		54	46
Share of (earnings) losses of affiliates, net		78	96
Realized and unrealized (gains) losses on financial instruments, net		(101)	127
(Gains) losses on transactions, net		—	(224)
Deferred income tax expense (benefit)		(35)	19
Other, net		15	52
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable		439	720
Decrease (increase) in inventory		(453)	(63)
Decrease (increase) in prepaid expenses and other assets		85	69
(Decrease) increase in trade accounts payable		(48)	52
(Decrease) increase in accrued and other liabilities		(339)	(43)
Net cash provided (used) by operating activities		715	1,855
Cash flows from investing activities:
Investments in and loans to cost and equity investees		(177)	(88)
Capital expenditures		(169)	(165)
Expenditures for television distribution rights		(184)	(41)
Cash proceeds from dispositions of investments		10	269
Proceeds from sale of fixed assets		40	—
Other investing activities, net		(3)	—
Net cash provided (used) by investing activities		(483)	(25)
Cash flows from financing activities:
Borrowings of debt		394	1,300
Repayments of debt		(284)	(2,077)
Repurchases of Qurate Retail common stock		(216)	—
Withholding taxes on net settlements of stock-based compensation		(25)	(3)
Payments for issuances of financial instruments		(107)	(25)
Proceeds from settlements of financial instruments		88	31
Dividends paid to noncontrolling interest		(46)	(46)
Dividends paid to common shareholders		(14)	(626)
Other financing activities, net		(9)	(18)
Net cash provided (used) by financing activities		(219)	(1,464)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		(20)	5
Net increase (decrease) in cash, cash equivalents and restricted cash		(7)	371
Cash, cash equivalents and restricted cash at beginning of period		814	681
Cash, cash equivalents and restricted cash at end of period	$	807	1,052

The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:


		September 30,	December 31,
		2021	2020

	in millions
Cash and cash equivalents	$	798	806
Restricted cash included in other current assets		9	8
Total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows	$	807	814

See accompanying notes to condensed consolidated financial statements.

I-7

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QURATE RETAIL, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)



	Stockholders' Equity
						Accumulated
					Additional	other		Noncontrolling
	Preferred		Common stock		paid-in	comprehensive	Retained	interest in equity	Total
	stock		Series A	Series B	capital	earnings (loss)	earnings	of subsidiaries	equity

	amounts in millions
Balance at January 1, 2021	$	—	4	—	—	72	3,522	135	3,733
Net earnings (loss)		—	—	—	—	—	555	69	624
Other comprehensive earnings (loss)		—	—	—	—	(132)	—	(10)	(142)
Stock compensation		—	—	—	51	—	—	—	51
Series A Qurate Retail stock repurchases		—	—	—	(239)	—	—	—	(239)
Distribution to noncontrolling interest		—	—	—	—	—	—	(46)	(46)
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(25)	—	—	—	(25)
Other		—	—	—	(46)	—	4	—	(42)
Reclassification		—	—	—	259	—	(259)	—	—
Balance at September 30, 2021	$	—	4	—	—	(60)	3,822	148	3,914



	Stockholders' Equity
						Accumulated
					Additional	other		Noncontrolling
	Preferred		Common stock		paid-in	comprehensive	Retained	interest in equity	Total
	stock		Series A	Series B	capital	earnings (loss)	earnings	of subsidiaries	equity

	amounts in millions
Balance at June 30, 2021	$	—	4	—	—	(20)	3,787	141	3,912
Net earnings (loss)		—	—	—	—	—	127	23	150
Other comprehensive earnings (loss)		—	—	—	—	(40)	—	(1)	(41)
Stock compensation		—	—	—	18	—	—	—	18
Series A Qurate Retail stock repurchases		—	—	—	(134)	—	—	—	(134)
Distribution to noncontrolling interest		—	—	—	—	—	—	(15)	(15)
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(1)	—	—	—	(1)
Other		—	—	—	24	—	1	—	25
Reclassification		—	—	—	93	—	(93)	—	—
Balance at September 30, 2021	$	—	4	—	—	(60)	3,822	148	3,914

I-8

Table of Contents



	Stockholders' Equity
						Accumulated
					Additional	other		Noncontrolling
	Preferred		Common stock		paid-in	comprehensive	Retained	interest in equity	Total
	stock		Series A	Series B	capital	earnings (loss)	earnings	of subsidiaries	equity

	amounts in millions
Balance at January 1, 2020	$	—	4	—	—	(55)	4,891	132	4,972
Net earnings (loss)		—	—	—	—	—	538	39	577
Other comprehensive earnings (loss)		—	—	—	—	71	—	4	75
Stock compensation		—	—	—	44	—	—	—	44
Distribution to noncontrolling interest		—	—	—	—	—	—	(46)	(46)
Distribution of dividends to common shareholders		—	—	—	—	—	(1,898)	—	(1,898)
Other		—	—	—	(17)	—	—	—	(17)
Balance at September 30, 2020	$	—	4	—	27	16	3,531	129	3,707



	Stockholders' Equity
			Common stock					Accumulated
			Qurate		Additional	other		Noncontrolling
	Preferred		Retail		paid-in	comprehensive	Retained	interest in equity	Total
	stock		Series A	Series B	capital	earnings (loss)	earnings	of subsidiaries	equity

	amounts in millions
Balance at June 30, 2020	$	—	4	—	25	37	5,091	129	5,286
Net earnings (loss)		—	—	—	—	—	338	14	352
Other comprehensive income (loss)		—	—	—	—	(21)	—	2	(19)
Stock compensation		—	—	—	17	—	—	—	17
Distribution to noncontrolling interest		—	—	—	—	—	—	(16)	(16)
Distribution of dividends to common shareholders		—	—	—	—	—	(1,898)	—	(1,898)
Other		—	—	—	(15)	—	—	—	(15)
Balance at September 30, 2020	$	—	4	—	27	16	3,531	129	3,707

See accompanying notes to condensed consolidated financial statements.

I-9

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QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Qurate Retail, Inc. and its controlled subsidiaries (collectively, "Qurate Retail," the "Company," “Consolidated Qurate Retail,” “us,” “we,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Qurate Retail is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”), Cornerstone Brands, Inc. (“Cornerstone”), Zulily, LLC (“Zulily”), and other cost and equity method investments.

Qurate Retail is primarily engaged in the video and online commerce industries in North America, Europe and Asia. The businesses of the Company’s wholly-owned subsidiaries, QVC, Cornerstone and Zulily, are seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Qurate Retail's Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”).

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Qurate Retail considers (i) fair value measurements, (ii) accounting for income taxes, and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates.

In December 2019, a new coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China and has subsequently spread across the globe causing a global pandemic, impacting all countries where Qurate Retail operates. As a result of the spread of COVID-19, certain local governmental agencies have imposed travel restrictions, local quarantines or stay at home restrictions to contain the spread, which has caused a significant disruption to most sectors of the economy.

Management is not presently aware of any events or circumstances arising from COVID-19 that would require the Company to update the estimates, judgments or revise the carrying value of our assets or liabilities. Management's estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements.

As a result of repurchases of Series A Qurate Retail common stock (“QRTEA”) and other equity transactions, the Company’s additional paid-in capital balance was in a deficit position as of September 30, 2021. In order to ensure that the additional paid-in capital account is not negative, we reclassified the amount of the deficit ($259 million) at September 30, 2021 to retained earnings.

Qurate Retail has entered into certain agreements with Liberty Media Corporation ("LMC") (for accounting purposes, a related party of the Company), a separate publicly traded company. These agreements include a reorganization agreement, services agreement and facilities sharing agreement. As a result of certain corporate transactions, LMC and Qurate Retail may have obligations to each other for certain tax related matters. Neither Qurate Retail nor LMC has any stock ownership, beneficial or otherwise, in the other. In connection with a split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”), Qurate Retail and GCI Liberty, Inc. (“GCI Liberty”) entered into a tax sharing agreement. Pursuant to the tax sharing agreement, GCI Liberty agreed to indemnify Qurate Retail for taxes and tax-related losses

I-10

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QURATE RETAIL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

resulting from the GCI Liberty Split-Off to the extent such taxes or tax-related losses (i) result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by GCI Liberty (applicable to actions or failures to act by GCI Liberty and its subsidiaries following the completion of the GCI Liberty Split-Off), or (ii) result from Section 355(e) of the Internal Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI Liberty Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation). Following a merger between Liberty Broadband Corporation (“Liberty Broadband”) and GCI Liberty, Liberty Broadband (for accounting purposes, a related party of the Company) has assumed the tax sharing agreement.

In December 2019, the Company entered into an amendment to the services agreement in connection with LMC’s entry into a new employment arrangement with Gregory B. Maffei, the Company’s Chairman of the Board (the “Chairman”). Under the amended services agreement, components of his compensation will either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc., and Liberty Broadband (collectively, the “Service Companies”) or reimbursed to LMC, in each case, based on allocations among LMC and the Service Companies set forth in the amended services agreement, currently set at 17% for the Company.

The reorganization agreement with LMC provides for, among other things, provisions governing the relationship between Qurate Retail and LMC, including certain cross-indemnities. Pursuant to the services agreement, LMC provides Qurate Retail with certain general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. Under the facilities sharing agreement, LMC shares office space and related amenities at its corporate headquarters with Qurate Retail. Under these various agreements, approximately $2 million was reimbursable to LMC for both of the three months ended September 30, 2021 and 2020, and $8 million and $7 million was reimbursable to LMC for the nine months ended September 30, 2021 and 2020, respectively. Qurate Retail had a tax sharing payable to LMC and Liberty Broadband in the amount of approximately $122 million and $129 million as of September 30, 2021 and December 31, 2020, respectively, included in Other liabilities in the condensed consolidated balance sheets.

On November 4, 2021, Qurate Retail announced that its Board of Directors declared a special cash dividend in the amount of $1.25 per common share for an aggregate cash dividend of approximately $495 million based on shares outstanding as of October 31, 2021 (to be updated for actual shares outstanding as of the record date). The dividend is payable on November 22, 2021 to stockholders of record of Qurate Retail’s Series A and Series B common stock as of the close of business on November 15, 2021.

(2) Stock-Based Compensation

The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $19 million of stock-based compensation during both of the three months ended Septe