º¬Ð߲ݴ«Ã½

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

v3.24.0.1
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Other Intangible Assets Ìý
Goodwill and Other Intangible Assets

(5) Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ÌýÌýÌýÌý

QxH

​

QVC International

​

CBI

​

Corporate and Other

ÌýÌýÌýÌý

Total

Ìý

​

​

amountsÌýinÌýmillions

Ìý

Balance at January 1, 2022

​

$

5,228

​

855

​

12

​

244

​

6,339

​

Foreign currency translation adjustments

​

​

—

​

(77)

​

—

​

—

​

(77)

​

Impairments

​

​

(2,535)

​

—

​

—

​

(226)

​

(2,761)

​

Balance at December 31, 2022

​

​

2,693

​

778

​

12

​

18

​

3,501

​

Foreign currency translation adjustments

​

​

—

​

7

​

—

​

—

​

7

​

Dispositions (1)

​

​

—

​

—

​

—

​

(18)

​

(18)

​

Impairments

​

​

(326)

​

—

​

—

​

—

​

(326)

​

Balance at December 31, 2023

​

$

2,367

​

785

​

12

​

—

​

3,164

​

​

(1) Zulily goodwill was eliminated as a result of the divestiture of Zulily on May 24, 2023 (see note 1).

As presented in the accompanying consolidated balance sheets, tradenames is the other significant indefinite lived intangible asset, $2,698 million of which related to the QxH segment.

Intangible Assets Subject to Amortization

​

Intangible assets subject to amortization are comprised of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DecemberÌý31,Ìý2023

​

DecemberÌý31,Ìý2022

Ìý

​

ÌýÌýÌýÌý

Gross

ÌýÌýÌýÌý

ÌýÌýÌýÌý

ÌýÌýÌýÌý

Net

ÌýÌýÌýÌý

Gross

ÌýÌýÌýÌý

ÌýÌýÌýÌý

ÌýÌýÌýÌý

Net

Ìý

​

​

carrying

​

Accumulated

​

carrying

​

carrying

​

Accumulated

​

carrying

Ìý

​

​

amount

​

amortization

​

amount

​

amount

​

amortization

​

amount

Ìý

​

​

amountsÌýinÌýmillions

Ìý

Television distribution rights

​

$

592

Ìý

(509)

Ìý

83

Ìý

664

Ìý

(592)

Ìý

72

​

Customer relationships

​

Ìý

2,825

Ìý

(2,684)

Ìý

141

Ìý

3,307

Ìý

(3,120)

Ìý

187

​

Other

​

Ìý

1,193

Ìý

(891)

Ìý

302

Ìý

1,473

Ìý

(1,120)

Ìý

353

​

Total

​

$

4,610

Ìý

(4,084)

Ìý

526

Ìý

5,444

Ìý

(4,832)

Ìý

612

​

​

The weighted average life of these amortizable intangible assets was approximately nine years at the time of acquisition. ÌýHowever, amortization is expected to match the usage of the related asset and will be on an accelerated basis as demonstrated in table below.

Amortization expense for intangible assets with finite useful lives was $305 million, $323 million and $352 million for the years ended December 31, 2023, 2022 and 2021, respectively. Based on its amortizable intangible assets as of DecemberÌý31, 2023, º¬Ð߲ݴ«Ã½ expects that amortization expense will be as follows for the next five years (amounts in millions):

​

​

​

​

​

​

2024

ÌýÌýÌýÌý

$

271

​

2025

​

$

155

​

2026

​

$

92

​

2027

​

$

8

​

2028

​

$

—

​

​

Impairments

During the fourth quarter of 2023, it was determined that an indication of impairment existed for the QxH reporting unit. With the assistance of a third party specialist, the fair value of the QxH reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment, in the amount of $326Ìýmillion, was recorded to impairment of intangible assets in the consolidated statements of operations. Based on the impairment losses recorded during the year, the estimated fair value of the QxH reporting unit does not significantly exceed its carrying value as of December 31, 2023.

​

During the third quarter of 2022, as a result of recent financial performance and macroeconomic conditions including inflation and higher interest rates, the Company initiated a process to evaluate its current business model and long-term business strategy. It was determined during the third quarter of 2022 that an indication of impairment existed for the QxH and Zulily reporting units related to their tradenames and goodwill. With the assistance of a third party specialist, the fair value of the tradenames was determined using the relief from royalty method,Ìýprimarily using a discounted cash flow model using QxH’s and Zulily’s projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3), and impairments in the amounts ofÌý$180Ìýmillion andÌý$140Ìýmillion for QxH (related to the tradename associated with the HSN brand) and Zulily, respectively, were recorded during the third

quarter of 2022, in the impairment of intangible assets line item in the consolidated statements of operations. With the assistance of a third party specialist, the fair value of the QxH and Zulily reporting units was determined using a discounted cash flow method (Level 3), and goodwill impairments in the amounts ofÌý$2,535Ìýmillion andÌý$226Ìýmillion for QxH and Zulily, respectively, were recorded during the third quarter of 2022, in the impairment of intangible assets line item in the consolidated statements of operations.

​

Additionally, during the fourth quarter of 2021, Zulily’s business deteriorated significantly. The same process discussed above was followed and as a result, an impairment of the tradename and goodwill for the amounts of $130Ìýmillion and $233Ìýmillion, respectively, were recorded in the impairment of intangible assets line item in the consolidated statements of operations.

​

As of December 31, 2023 the Company had accumulated goodwill impairment losses of $2,861 million attributed to the QxH reporting unit.