Annual report [Section 13 and 15(d), not S-K Item 405]

Goodwill and Other Intangible Assets

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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2024
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, 2023

$

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

Foreign currency translation adjustments

(45)

(45)

Impairments

(902)

(902)

Balance at December 31, 2024

$

1,465

740

12

2,217

(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, $2,120 million which all related to the QxH segment.

Intangible Assets Subject to Amortization

Intangible assets subject to amortization are comprised of the following:

December 31, 2024

December 31, 2023

 

    

Gross

    

    

    

Net

    

Gross

    

    

    

Net

 

carrying

Accumulated

carrying

carrying

Accumulated

carrying

 

amount

amortization

amount

amount

amortization

amount

 

amounts in millions

 

Television distribution rights

$

535

 

(489)

 

46

 

592

 

(509)

 

83

Customer relationships

 

2,816

 

(2,722)

 

94

 

2,825

 

(2,684)

 

141

Other

 

1,241

 

(979)

 

262

 

1,193

 

(891)

 

302

Total

$

4,592

 

(4,190)

 

402

 

4,610

 

(4,084)

 

526

The weighted average life of these amortizable intangible assets was approximately nine 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 $293 million, $305 million and $323 million for the years ended December 31, 2024, 2023 and 2022, respectively. Based on its amortizable intangible assets as of December 31, 2024, QVC Group expects that amortization expense will be as follows for the next five years (amounts in millions):

2025

    

$

218

2026

$

143

2027

$

41

2028

$

2029

$

Impairments

During the fourth quarter of 2024, as a result of recent financial performance and macroeconomic conditions, the Company initiated a process to evaluate its current business model and long-term business strategy. It was determined that an indication of impairment existed for the QxH reporting unit related to the QVC and HSN 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 projections of future operating performance (income approach) and applying a royalty rate (market approach) (Level 3), and an impairment in the amount of $578 million for the QVC and HSN tradenames, was recorded during the fourth quarter of 2024, 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 reporting unit was determined using a discounted cash flow method (Level 3), and a goodwill impairment in the amount of $902 million was recorded, in the impairment of intangible assets line item in the consolidated statements of operations.

During prior years indications 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 $326 million and $2,535 million for QxH were recorded in 2023 and 2022, respectively, and a goodwill impairment of $226 million for Zulily was recorded in 2022, in the impairment of intangible assets line item in the consolidated statements of operations.

Based on the impairment losses recorded, the estimated fair value of the QxH reporting unit does not significantly exceed its carrying value as of December 31, 2024. As of December 31, 2024 the Company had accumulated goodwill impairment losses of $3,763 million attributed to the QxH reporting unit.