Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

v3.22.4
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Other Intangible Assets  
Goodwill and Other Intangible Assets

(5) Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill are as follows:

    

QxH

QVC International

CBI

Corporate and Other

    

Total

 

amounts in millions

 

Balance at January 1, 2021

$

5,228

921

12

477

6,638

Foreign currency translation adjustments

(66)

(66)

Impairments

(233)

(233)

Balance at December 31, 2021

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

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:

December 31, 2022

December 31, 2021

 

    

Gross

    

    

    

Net

    

Gross

    

    

    

Net

 

carrying

Accumulated

carrying

carrying

Accumulated

carrying

 

amount

amortization

amount

amount

amortization

amount

 

amounts in millions

 

Television distribution rights

$

664

 

(592)

 

72

 

818

 

(673)

 

145

Customer relationships

 

3,307

 

(3,120)

 

187

 

3,321

 

(3,087)

 

234

Other

 

1,473

 

(1,120)

 

353

 

1,443

 

(1,077)

 

366

Total

$

5,444

 

(4,832)

 

612

 

5,582

 

(4,837)

 

745

The weighted average life of these amortizable intangible assets was approximately 9 years at the time of acquisition.  However, 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 $323 million, $352 million and $363 million for the years ended December 31, 2022, 2021 and 2020, respectively. Based on its amortizable intangible assets as of December 31, 2022, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions):

2023

    

$

274

2024

$

184

2025

$

97

2026

$

51

2027

$

3

Impairments

During the third quarter of 2022, as a result of financial performance of certain subsidiary businesses, macroeconomic conditions including inflation and higher interest rates and a decline in the Company’s stock price, the Company initiated a process to evaluate those subsidiaries’ current business models and long-term business strategies.  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, primarily 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 of $180 million and $140 million 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 of $2,535 million and $226 million 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 $130 million and $233 million, respectively, were recorded in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations.

After the triggering event and impairment loss recorded during the third quarter of 2022, the Company performed a qualitative goodwill impairment analysis during its annual impairment assessment in the fourth quarter of 2022 and no further impairment was identified. Based on the impairment losses recorded during the year, the estimated fair values of the HSN and Zulily tradenames and the QxH and Zulily reporting units do not significantly exceed their carrying values as of December 31, 2022.

As of December 31, 2022 the Company had accumulated goodwill impairment losses of $899 million attributed to the Zulily reporting unit and goodwill impairment losses of $2,535 million attributed to the QxH reporting unit.