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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
11.
Goodwill and Other Intangible Assets

The following table summarizes the changes in the carrying amount of goodwill related to continuing operations (in millions):

 

 

 

Americas

 

 

EMEA

 

 

Asia Pacific

 

 

Total

 

Balance at January 1, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

8,089.1

 

 

$

1,362.9

 

 

$

575.8

 

 

$

10,027.8

 

Accumulated impairment losses

 

 

(7.7

)

 

 

(1,037.0

)

 

 

-

 

 

 

(1,044.7

)

 

 

 

8,081.4

 

 

 

325.9

 

 

 

575.8

 

 

 

8,983.1

 

Purchase accounting adjustments

 

 

15.4

 

 

 

5.2

 

 

 

2.3

 

 

 

22.9

 

Other acquisitions

 

 

2.4

 

 

 

-

 

 

 

-

 

 

 

2.4

 

Currency translation

 

 

(61.1

)

 

 

(13.8

)

 

 

(14.1

)

 

 

(89.0

)

Balance at December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8,045.8

 

 

 

1,354.3

 

 

 

564.0

 

 

 

9,964.1

 

Accumulated impairment losses

 

 

(7.7

)

 

 

(1,037.0

)

 

 

-

 

 

 

(1,044.7

)

 

 

 

8,038.1

 

 

 

317.3

 

 

 

564.0

 

 

 

8,919.4

 

Purchase accounting adjustments

 

 

0.9

 

 

 

-

 

 

 

-

 

 

 

0.9

 

Other acquisitions

 

 

48.3

 

 

 

-

 

 

 

-

 

 

 

48.3

 

Currency translation

 

 

(51.7

)

 

 

(27.5

)

 

 

(19.4

)

 

 

(98.6

)

Impairment

 

 

-

 

 

 

(289.8

)

 

 

-

 

 

 

(289.8

)

Balance at December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8,043.3

 

 

 

1,326.8

 

 

 

544.6

 

 

 

9,914.7

 

Accumulated impairment losses

 

 

(7.7

)

 

 

(1,326.8

)

 

 

-

 

 

 

(1,334.5

)

 

 

$

8,035.6

 

 

$

-

 

 

$

544.6

 

 

$

8,580.2

 

 

As discussed further in Note 10, we purchased a privately held sternal closure company during the year ended December 31, 2022, resulting in additional goodwill in 2022.

 

We perform our annual test of goodwill impairment in the fourth quarter of every year. In connection with the annual goodwill impairment test in the fourth quarter of 2022, we estimated the fair value of our Americas Orthopedics, Americas CMFT, and EMEA reporting units using the income and market approaches. In the annual 2022 test, each of the Americas Orthopedics and Americas CMFT reporting units exceeded their carrying values by more than 35 percent. We determined the goodwill related to our EMEA reporting unit was fully impaired and recognized an impairment charge of $289.8 million for the year ended December 31, 2022. We performed a qualitative test on our Asia Pacific reporting unit and concluded it was more likely than not the fair value of this reporting unit exceeded its carrying value.

 

The impairment charge of $289.8 million in our EMEA reporting unit was primarily due to the impacts from macroeconomic factors. The weakening of major foreign currencies in our EMEA reporting unit against the U.S. Dollar significantly impacted forecasted cash flows used in our analysis. For the EMEA reporting unit, operating expenses do not decline proportionally to revenue as many inventory-related and certain expenses are based on the U.S. Dollar. In addition, inflationary pressures have also caused our forecasted expenses to increase. Furthermore, our discounted cash flows utilized a higher risk-adjusted discount rate for the 2022 impairment test when compared to the 2021 test, primarily due to central banks raising interest rates in 2022 and increased country-specific risk due to macroeconomic factors and risks the region faces. We had previously taken goodwill impairment charges related to this reporting unit in prior years so when these negative macroeconomic factors occurred in 2022, the remaining goodwill was determined to be fully impaired.

 

We estimated the fair value of the Americas Orthopedics, Americas CMFT, and EMEA reporting units based on income and market approaches. Fair value under the income approach was determined by discounting to present value the estimated future cash flows of the reporting unit. Fair value under the market approach utilized the guideline public company methodology, which uses valuation indicators from publicly-traded companies that are similar to our reporting units and considers differences between our reporting unit and the comparable companies.

 

In estimating the future cash flows of the reporting units, we utilized a combination of market and company-specific inputs that a market participant would use in assessing the fair value of the reporting units. The primary market input was revenue growth rates. These rates were based upon historical trends and estimated future growth drivers such as an aging global population, obesity and more active lifestyles. Significant company-specific inputs included assumptions regarding how the reporting units could leverage operating expenses as revenue grows and the impact any of our differentiated products or new products will have on revenues.

 

Under the guideline public company methodology, we took into consideration specific risk differences between our reporting unit and the comparable companies, such as recent financial performance, size risks and product portfolios, among other considerations.

 

We will continue to monitor the fair value of our reporting units in our interim and annual reporting periods. If our estimated cash flows decrease, we may have to record further impairment charges in the future. Factors that could result in our cash flows being lower than our current estimates include: 1) additional recurrence of the COVID-19 virus, including variants, causing hospitals to defer elective surgical procedures, 2) decreased revenues caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, 3) our inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors, and 4) the weakening of foreign currencies against the U.S. Dollar. Additionally, changes in the broader economic environment could cause changes to our estimated discount rates and comparable company valuation indicators, which may impact our estimated fair values.

 

During the year ended December 31, 2020, we recorded a goodwill charge related to our EMEA reporting unit of $470.0 million. The impairment charge was primarily due to the COVID-19 pandemic and a reportable segment change. The COVID-19 pandemic had a significant adverse effect on both the operational and non-operational assumptions used to estimate the fair value of our EMEA reporting unit. The significant decline in our share price and that of most other publicly-traded companies resulted in us utilizing a higher risk-adjusted discount rate compared to the rate used in the previous annual goodwill impairment test to discount our future estimated cash flows to present value. On an operational basis, due to the deferral of elective surgical procedures, we estimated that our cash flows would be significantly lower than previously estimated in the prior annual goodwill impairment test. The change in reportable segments resulted in additional impairment due to additional assets being allocated to the EMEA reporting unit.

 

The fair value for the 2020 impairment charge was estimated using income and market approaches similar to the 2022 test.

 

The components of identifiable intangible assets related to continuing operations were as follows (in millions):

 

 

 

Technology

 

 

Intellectual
Property
Rights

 

 

Trademarks
and Trade
Names

 

 

Customer
Relationships

 

 

IPR&D

 

 

Other

 

 

Total

 

As of December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

2,954.3

 

 

$

388.5

 

 

$

518.0

 

 

$

5,073.1

 

 

$

-

 

 

$

174.0

 

 

$

9,107.9

 

Accumulated amortization

 

 

(1,700.2

)

 

 

(250.8

)

 

 

(258.7

)

 

 

(2,198.8

)

 

 

-

 

 

 

(94.7

)

 

 

(4,503.2

)

Intangible assets not subject to
   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

452.1

 

 

 

-

 

 

 

7.0

 

 

 

-

 

 

 

459.1

 

Total identifiable intangible assets

 

$

1,254.1

 

 

$

137.7

 

 

$

711.4

 

 

$

2,874.3

 

 

$

7.0

 

 

$

79.3

 

 

$

5,063.8

 

As of December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

2,930.7

 

 

$

381.9

 

 

$

522.1

 

 

$

5,109.1

 

 

$

-

 

 

$

136.6

 

 

$

9,080.4

 

Accumulated amortization

 

 

(1,537.1

)

 

 

(230.2

)

 

 

(230.7

)

 

 

(1,939.5

)

 

 

-

 

 

 

(79.3

)

 

 

(4,016.8

)

Intangible assets not subject to
   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

457.0

 

 

 

-

 

 

 

13.0

 

 

 

-

 

 

 

470.0

 

Total identifiable intangible assets

 

$

1,393.6

 

 

$

151.7

 

 

$

748.4

 

 

$

3,169.6

 

 

$

13.0

 

 

$

57.3

 

 

$

5,533.6

 

 

 

We recognized IPR&D intangible asset impairment charges of $3.0 million, $16.3 million and $33.0 million in the years ended December 31, 2022, 2021 and 2020, respectively, in “Goodwill and intangible asset impairmenton our consolidated statements of earnings. These impairments were the result of terminated projects or delays and

additional costs related to a project. Since these projects had a low probability of success or were not a priority, their terminations are not expected to have a significant impact on our future cash flows.

 

Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2022 for the years ending December 31, 2023 through 2027 is (in millions):

 

For the Years Ending December 31,

 

 

 

2023

 

$

525.0

 

2024

 

 

516.3

 

2025

 

 

511.3

 

2026

 

 

496.1

 

2027

 

 

482.2