Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2021
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

Zulily

Corporate and Other

    

Total

 

amounts in millions

 

Balance at January 1, 2020

$

5,228

859

477

12

6,576

Foreign currency translation adjustments

62

62

Balance at December 31, 2020

5,228

921

477

12

6,638

Foreign currency translation adjustments

(66)

(66)

Impairments

(233)

(233)

Balance at December 31, 2021

$

5,228

855

244

12

6,339

As presented in the accompanying consolidated balance sheets, tradenames is the other significant indefinite lived intangible asset.

Intangible Assets Subject to Amortization

Intangible assets subject to amortization are comprised of the following:

December 31, 2021

December 31, 2020

 

    

Gross

    

    

    

Net

    

Gross

    

    

    

Net

 

carrying

Accumulated

carrying

carrying

Accumulated

carrying

 

amount

amortization

amount

amount

amortization

amount

 

amounts in millions

 

Television distribution rights

$

818

 

(673)

 

145

 

814

 

(751)

 

63

Customer relationships

 

3,321

 

(3,087)

 

234

 

3,334

 

(3,004)

 

330

Other

 

1,443

 

(1,077)

 

366

 

1,434

 

(1,048)

 

386

Total

$

5,582

 

(4,837)

 

745

 

5,582

 

(4,803)

 

779

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 $352 million, $363 million and $386 million for the years ended December 31, 2021, 2020 and 2019, respectively. Based on its amortizable intangible assets as of December 31, 2021, Qurate Retail expects that amortization expense will be as follows for the next five years (amounts in millions):

2022

    

$

319

2023

$

197

2024

$

120

2025

$

51

2026

$

50

Impairments

Zulily’s business deteriorated significantly during the second half of 2021. Zulily initiated a process to evaluate its current business model and long-term business strategy in light of its challenges within the retail environment. Additionally, Zulily management has seen turnover and is undergoing a change at the Chief Executive Officer position.  Upon completing the evaluation of Zulily’s model and long-term strategy, it was determined during the fourth quarter of 2021, that an indication of impairment existed for the Zulily reporting unit. With the assistance of a third party specialist, the fair value of the tradename was determined using the relief from royalty method, primarily using a discounted cash flow model using Zulily’s projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3), and an impairment in the amount of $130 million was recorded during the fourth quarter of 2021, in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations. With the assistance of a third party specialist, the fair value of the Zulily reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment in the amount of $233 million was recorded during the fourth quarter of 2021, in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations.  Additionally, during the third quarter of 2019, the same process was followed and as a result, an impairment

of the tradename and goodwill for the amounts of $580 million and $440 million, respectively, were recorded in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations.

The Company performed a qualitative goodwill impairment analysis during the fourth quarter of 2019 and determined that a triggering event existed at the HSN reporting unit due to a variety of factors, primarily HSN’s inability to meet its 2019 revenue projections. With the assistance of an third party specialist, the Company estimated the value of its tradename intangible asset as of December 31, 2019. The tradename valuation was performed using a relief from royalties method, primarily using a discounted cash flow model using HSN’s projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3).  As a result of the analysis, HSN recorded a $147 million impairment to its tradename intangible asset as of December 31, 2019.

As of December 31, 2021 the Company had accumulated goodwill impairment losses of $673 million, which was all attributed to the Zulily reporting unit.