jvidÊÓƵ

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

v3.20.4
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill and Other Intangible Assets Ìý
Goodwill and Other Intangible Assets

(6) Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill are as follows:

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​

​

​

​

​

​

​

​

​

​

​

​

ÌýÌýÌýÌý

QxH

​

QVC International

​

Zulily

​

Corporate and Other

ÌýÌýÌýÌý

Total

Ìý

​

​

amountsÌýinÌýmillions

Ìý

Balance at January 1, 2019

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$

5,228

​

860

​

917

​

12

​

7,017

​

Foreign currency translation adjustments

​

​

—

​

(1)

​

—

​

—

​

(1)

​

Impairment (1)

​

​

—

​

—

​

(440)

​

—

​

(440)

​

Balance at December 31, 2019

​

​

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

​

(1) See discussion of the 2019 impairment below.

Goodwill recognized from acquisitions primarily relates to assembled workforces, website community and other intangible assets that do not qualify for separate recognition.

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:

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​

​

​

DecemberÌý31,Ìý2020

​

DecemberÌý31,Ìý2019

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

​

$

814

Ìý

(751)

Ìý

63

Ìý

764

Ìý

(624)

Ìý

140

​

Customer relationships

​

Ìý

3,334

Ìý

(3,004)

Ìý

330

Ìý

3,319

Ìý

(2,891)

Ìý

428

​

Other

​

Ìý

1,434

Ìý

(1,048)

Ìý

386

Ìý

1,343

Ìý

(956)

Ìý

387

​

Total

​

$

5,582

Ìý

(4,803)

Ìý

779

Ìý

5,426

Ìý

(4,471)

Ìý

955

​

​

​

The weighted average life of these amortizable intangible assets was approximately 9 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 $363 million, $386 million and $426 million for the years ended December 31, 2020, 2019 and 2018, respectively. Based on its amortizable intangible assets as of DecemberÌý31, 2020, jvidÊÓƵ expects that amortization expense will be as follows for the next five years (amounts in millions):

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​

​

​

​

​

2021

ÌýÌýÌýÌý

$

296

​

2022

​

$

184

​

2023

​

$

120

​

2024

​

$

74

​

2025

​

$

50

​

​

Impairments

As a result of Zulily’s deteriorating financial performance during 2019, Zulily initiated a process to evaluate its current business model and long-term business strategy in light of the challenging retail environment. ÌýUpon completing the evaluation of Zulily’s model and long-term strategy, it was determined during the third quarter of 2019 that an indication of impairment existed for the Zulily reporting unit related to its tradename and goodwill. ÌýWith the assistance of a third party specialist, the fair value of the tradename was determined using the relief from royalty method (Level 3), and an impairment in the amount of $580Ìýmillion was recorded during the third quarter of 2019, 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 $440Ìýmillion was recorded during the third quarter of 2019, in the impairment of intangible assets and long lived assets line item in the consolidated statements of operations. Ìý

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The Company performed a qualitative goodwill impairment analysis during the fourth quarter of 2019 and 2018 and determined that triggering events existed at the HSN reporting unit in both periods due to a variety of factors, primarily HSN’s inability to meet its 2019 and 2018 revenue projections. With the assistance of an external valuation expert, the Company determined the estimated business enterprise value of HSN, including its intangible assets and goodwill as of December 31, 2018, and the estimated value of its tradename intangible asset as of December 31, 2019 and December 31, 2018. In 2018 the business enterprise valuation was performed using a combination of a discounted cash flow model using HSN’s projections of future operating performance (income approach) and market multiples (market approach) (Level 3). In both periods 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 and a $30 million impairment to its tradename intangible asset as of December 31, 2019 and December 31, 2018, respectively. No impairment of HSN’s goodwill was necessary in 2018.

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As of December 31, 2020 the Company had accumulated goodwill impairment losses of $440 million, which was all attributed to the Zulily reporting unit.