含羞草传媒

Annual report pursuant to Section 13 and 15(d)

Summary of Significant Accounting Policies (Policies)

v3.24.0.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies
Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition.

Trade Receivables

Trade Receivables

Trade receivables are reflected net of an allowance for credit losses and sales returns. 听 A provision for bad debts is provided as a percentage of accounts receivable based on historical experience in the period of sale and included in selling, general and administrative expense (鈥淪G&A鈥). 听A provision for vendor receivables are determined based on an estimate of probable expected losses and included in cost of goods sold.

A summary of activity in the allowance for credit losses is as follows:

Balance

Additions

Balance

beginning

Charged

Deductions-

end听of

of听year

to听expense

Other

write-offs

year

amounts听in听millions

2023

听听听听

$

111

听听听听

59

听听听听

(6)

听听听听

(62)

听听听听

102

2022

$

107

听听听听

82

听听听听

(1)

听听听听

(77)

听听听听

111

2021

听听听听

$

132

听听听听

55

听听听听

听听听听

(80)

听听听听

107

Inventory

Inventory

Inventory, consisting primarily of products held for sale, is stated at the lower of cost or market. 听Cost is determined by the average cost method, which approximates the first-in, first-out method. Assessments about the realizability of inventory require the Company to make judgments based on currently available information about the likely method of disposition including sales to individual customers, returns to product vendors, liquidations and the estimated recoverable values of each disposition category. 听Inventory is stated net of inventory obsolescence reserves of $121 million and $154 million for the years ended December 31, 2023 and 2022, respectively.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

All of the Company's derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. 听If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and

of the hedged item attributable to the hedged risk are recognized in earnings. 听If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. 听Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. 听If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings.

The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings.

Property and Equipment

Property and Equipment

Property and equipment consisted of the following:

December听31,

2023

2022

amounts听in听millions

Land

听听听听

$

68

听听听听

73

Buildings and improvements

421

453

Support equipment

917

1,041

Projects in progress

59

77

Finance lease right-of-use ("ROU") assets

10

17

Total property and equipment

$

1,475

1,661

Property and equipment, including significant improvements, is stated at amortized cost, less impairment losses, if any. Depreciation is computed using the straight-line method using estimated useful lives of 2 to 9 years for support equipment and 8 to 20 years for buildings and improvements. 听Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $102 million, $158 million and $167 million, respectively.

Intangible Assets

Intangible Assets

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. 听Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. 听Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year.

In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more

likely than not that an indicated impairment exists for any of our reporting units. 听A reporting unit is defined in accounting guidance in accordance with U.S. generally accepted accounting principles (鈥淕AAP鈥) as an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company considers its reporting units to align with its operating segments. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.

The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in 含羞草传媒's valuation analyses are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts.

The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company鈥檚 indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. 听

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. 听If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. 听Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. 听The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. 听Considerable management judgment is necessary to estimate the fair value of asset groups. 听Accordingly, actual results could vary significantly from such estimates. 听Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

Noncontrolling Interests

Noncontrolling Interests

The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statements of operations. 听Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. 听The functional currency of the Company's foreign operations generally is the applicable local currency for each foreign subsidiary. 听Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. 听The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings in stockholders' equity.

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. 听Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the Other, net line item in the consolidated statements of operations.

Revenue Recognition

Revenue Recognition

Disaggregated revenue by segment and product category consisted of the following:

Year ended December 31, 2023

QxH

QVC Int'l

CBI

Corp and other

Total

amounts in millions

Home

$

2,768

982

984

76

4,810

Apparel

1,207

436

181

113

1,937

Beauty

1,083

588

14

1,685

Accessories

846

208

79

1,133

Electronics

617

68

2

687

Jewelry

304

165

11

480

Other revenue

170

7

6

183

Total Revenue

$

6,995

2,454

1,165

301

10,915

Year ended December 31, 2022

QxH

QVC Int'l

CBI

Corp and other

Total

amounts in millions

Home

$

2,866

998

1,112

241

5,217

Apparel

1,243

445

201

351

2,240

Beauty

1,108

579

42

1,729

Accessories

867

217

210

1,294

Electronics

775

92

7

874

Jewelry

311

185

32

528

Other revenue

189

12

23

224

Total Revenue

$

7,359

2,528

1,313

906

12,106

Year ended December 31, 2021

QxH

QVC Int'l

CBI

Corp and other

Total

amounts in millions

Home

$

3,278

1,237

1,038

440

5,993

Beauty

1,291

492

199

559

2,541

Apparel

1,223

723

66

2,012

Accessories

980

265

295

1,540

Electronics

964

119

13

1,096

Jewelry

359

228

50

637

Other revenue

182

13

1

29

225

Total Revenue

$

8,277

3,077

1,238

1,452

14,044

Consumer Product Revenue and Other Revenue. 含羞草传媒's revenue includes sales of consumer products in the following categories: home, beauty, apparel, accessories, electronics and jewelry, which are primarily sold through live merchandise-focused televised shopping programs and via our websites and other interactive media, including catalogs.

Other revenue consists primarily of income generated from our company branded credit cards in which a large consumer financial services company provides revolving credit directly to the Company鈥檚 customers for the sole purpose of purchasing merchandise or services with these cards.听听In return, the Company receives a portion of the net economics of the credit card program.

Revenue Recognition. Revenue is recognized when obligations with our customers are satisfied; generally this occurs at the time of shipment to our customers consistent with when control of the shipped product passes. The recognized revenue reflects the consideration we expect to receive in exchange for transferring goods, net of allowances for returns.

The Company recognizes revenue related to its company branded credit cards over time as the credit cards are used by 含羞草传媒's customers.

Sales, value add, use and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

The Company has elected to treat shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service.听听Accordingly, the Company accrues the related shipping costs and recognizes revenue upon delivery of goods to the shipping carrier. In electing this accounting policy, all shipping and handling activities are treated as fulfillment costs.

The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money.

Significant Judgments. 含羞草传媒鈥檚 products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize.听听Returns and credits are estimated at contract inception and updated at the end of each reporting period as

additional information becomes available. The Company has determined that it is the principal in vendor arrangements as the Company can establish control over the goods prior to shipment. Accordingly, the Company records revenue for these arrangements on a gross basis.

An allowance for returned merchandise is provided as a percentage of sales based on historical experience. 听Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue.

A summary of activity in the allowance for sales returns, is as follows:

Balance beginning of year

Additions - charged to earnings

Deductions

Balance end of year

amounts in millions

2023

$

215

1,898

(1,894)

219

2022

$

274

1,917

(1,976)

215

2021

$

300

2,145

(2,171)

274

Cost of Goods Sold

Cost of Goods Sold

Cost of goods sold primarily includes actual product cost, provision for obsolete inventory, buying allowances received from suppliers, shipping and handling costs and warehouse costs.

Advertising Costs

Advertising Costs

Advertising costs generally are expensed as incurred.听听Advertising expense aggregated $509 million, $548 million and $560 million for the years ended December 31, 2023, 2022 and 2021, respectively. Advertising costs are reflected in the SG&A, including stock-based compensation line item in our consolidated statements of operations.

Stock-Based Compensation

Stock-Based Compensation

As more fully described in note 11, the Company has granted to its directors, employees and employees of its subsidiaries options, restricted stock and stock appreciation rights relating to shares of 含羞草传媒 and/or Liberty Ventures common stock ("含羞草传媒 common stock") (collectively, "Awards"). 听The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value (鈥淕DFV鈥) 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). 听The Company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Stock compensation expense, which was included in SG&A expense in the accompanying consolidated statements of operations, was $53 million, $60 million and $72 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method. 听Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value

amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. 听The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. 听Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. 听The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date.

When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. 听Such interest expense is included in interest expense in the accompanying consolidated statements of operations. 听Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations.

Leases

Leases

The Company has operating leases, finance leases, and has entered into sale leaseback transactions. Refer to note 7 for a discussion on accounting for leases and other financial disclosures.

Earnings (Loss) Attributable to 含羞草传媒 Stockholders and Earnings (Loss) Per Common Share

Earnings (Loss) Attributable to 含羞草传媒 Stockholders and Earnings (Loss) Per Common Share

Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (鈥淲ASO鈥) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.

Series听A and Series听B Common Stock

EPS for all periods through December听31, 2023, is based on the following WASO. 听Excluded from diluted EPS for the years ended December听31, 2023, 2022 and 2021 are approximately 26 million, 33 million and 24 million potentially dilutive common shares, respectively, because their inclusion would be antidilutive.

Years听ended December 31,

听听听听

2023

听听听听

2022

听听听听

2021

number听of听shares听in听millions

Basic WASO

387

380

403

Potentially dilutive shares

1

3

12

Diluted WASO

388

383

415

Reclasses and adjustments

Reclasses and adjustments

Certain prior period amounts have been reclassified for comparability with the current year presentation.

During the year ended December 31, 2021, as a result of repurchases of Series A common stock, the Company鈥檚 additional paid-in capital balance was in a deficit position in certain quarterly periods. In order to maintain a zero balance in the additional paid-in capital account, we reclassified the amount of the deficit at December 31, 2021 to retained earnings.

Estimates

Estimates

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. 听Actual results could differ from those estimates. 听含羞草传媒 considers (i) fair value measurements of non-financial instruments, (ii) accounting for income taxes and (iii) estimates of retail-related adjustments and allowances to be its most significant estimates.

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (鈥淔ASB鈥) issued听Accounting Standards Update (鈥淎SU鈥) 2023-07, Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the disclosure requirements related to the new standard.

In听December听2023,听the FASB issued ASU听2023-09,听Improvements to Income Tax Disclosures,听which requires听more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The effective date for the standard is for fiscal years beginning after听December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact of the new standard on the related disclosures.