XML 34 R23.htm IDEA: XBRL DOCUMENT v3.25.0.1
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2024
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 (in millions):

 

 

Americas

 

 

EMEA

 

 

Asia Pacific

 

 

Total

 

Balance at January 1, 2023

 

 

 

 

 

 

 

 

 

 

 

 

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

 

2023 acquisitions

 

 

201.4

 

 

 

-

 

 

 

13.6

 

 

 

215.0

 

Currency translation

 

 

28.8

 

 

 

-

 

 

 

(5.5

)

 

 

23.3

 

Balance at December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8,273.5

 

 

 

1,326.8

 

 

 

552.7

 

 

 

10,153.0

 

Accumulated impairment losses

 

 

(7.7

)

 

 

(1,326.8

)

 

 

-

 

 

 

(1,334.5

)

 

 

8,265.8

 

 

 

-

 

 

 

552.7

 

 

 

8,818.5

 

2024 acquisitions

 

 

156.5

 

 

 

44.1

 

 

 

-

 

 

 

200.6

 

Currency translation

 

 

(53.2

)

 

 

(0.4

)

 

 

(14.4

)

 

 

(68.0

)

Balance at December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8,376.8

 

 

 

1,370.5

 

 

 

538.3

 

 

 

10,285.6

 

Accumulated impairment losses

 

 

(7.7

)

 

 

(1,326.8

)

 

 

-

 

 

 

(1,334.5

)

 

$

8,369.1

 

 

$

43.7

 

 

$

538.3

 

 

$

8,951.1

 

 

As discussed further in Note 10, we completed acquisitions during the years ended December 31, 2024, 2023 and 2022, resulting in additional goodwill.

 

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 2024, we estimated the fair value of our Americas Orthopedics, EMEA and Asia Pacific reporting units using the income and market approaches. In the annual 2024 test, the estimated fair values of each of the Americas Orthopedics, EMEA and Asia Pacific reporting units exceeded their carrying values by more than 30 percent. We performed a qualitative test on our Americas CMFT reporting unit and concluded it was more likely than not the fair value of this reporting unit exceeded its carrying value.

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 units 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 unit 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 units 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 impairment charges in the future. Factors that could result in our cash flows being lower than our current estimates include: 1) decreased revenues caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, 2) our inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors, and 3) 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.

 

There were no goodwill impairment charges for the years ended December 31, 2024 and 2023.

 

During the year ended December 31, 2022, we recorded a goodwill impairment charge of $289.8 million in our EMEA reporting unit, 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 did not decline proportionally to revenue as many inventory-related and certain expenses are based on the U.S. Dollar. In addition, inflationary pressures 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 as of December 31, 2022.

 

The components of identifiable intangible assets were as follows (in millions):

 

 

Technology

 

 

Intellectual
Property
Rights

 

 

Trademarks
and Trade
Names

 

 

Customer
Relationships

 

 

IPR&D

 

 

Other

 

 

Total

 

As of December 31, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,438.1

 

 

$

478.0

 

 

$

520.4

 

 

$

5,124.5

 

 

$

-

 

 

$

188.4

 

 

$

9,749.4

 

Accumulated amortization

 

 

(2,056.6

)

 

 

(346.3

)

 

 

(313.0

)

 

 

(2,761.4

)

 

 

-

 

 

 

(123.7

)

 

 

(5,601.0

)

Intangible assets not subject to
   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

450.0

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

450.0

 

Total identifiable intangible assets

 

$

1,381.5

 

 

$

131.7

 

 

$

657.4

 

 

$

2,363.1

 

 

$

-

 

 

$

64.7

 

 

$

4,598.4

 

As of December 31, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,177.4

 

 

$

473.2

 

 

$

523.8

 

 

$

5,130.7

 

 

$

-

 

 

$

172.7

 

 

$

9,477.8

 

Accumulated amortization

 

 

(1,894.2

)

 

 

(295.1

)

 

 

(289.9

)

 

 

(2,495.4

)

 

 

-

 

 

 

(108.4

)

 

 

(5,083.0

)

Intangible assets not subject to
   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

454.6

 

 

 

-

 

 

 

7.0

 

 

 

-

 

 

 

461.6

 

Total identifiable intangible assets

 

$

1,283.2

 

 

$

178.1

 

 

$

688.5

 

 

$

2,635.3

 

 

$

7.0

 

 

$

64.3

 

 

$

4,856.4

 

 

We recognized an IPR&D intangible asset impairment charge of $3.0 million in the year ended December 31, 2022 in “Goodwill and intangible asset impairment” on our consolidated statements of earnings. This impairment was the result of delays and additional costs related to a project. Since this project had a low probability of success and was not a priority, there is not expected to be a significant impact on our future cash flows. There were no IPR&D intangible asset impairment charges in the years ended December 31, 2024 and 2023.

 

In the year ended December 31, 2024, we recognized intangible assets of $205.8 million related to agreements we have entered into in order to acquire the ownership rights or gain access to various technologies. The weighted average amortization period selected for these intangible assets was 8 years. The contractual payments under these agreements are included in "Acquisition of intangible assets" in our consolidated statements of cash flows. We have recognized current liabilities and noncurrent liabilities of approximately $31.0 million and $35.0 million, respectively, for the remaining portion of the contractual payments, which represents noncash investing activity for the year ended December 31, 2024.

 

In the year ended December 31, 2023, we entered into agreements to acquire intellectual property through the buyout of certain licensing arrangements. These new agreements and the related payments eliminate the various royalty payments that would have been due under the terms of previous licensing arrangements through 2030. These new agreements benefit us by expanding our ownership of intellectual property that we may use in the future. We recognized intangible assets of $86.1 million in 2023 related to these agreements, which will be amortized through

2030. The fixed, contractual payments made under these new agreements are reflected in "Acquisition of intangible assets" in our consolidated statements of cash flows.

 

Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2024 for the years ending December 31, 2025 through 2029 is (in millions):

For the Years Ending December 31,

 

 

 

2025

 

$

596.0

 

2026

 

 

564.1

 

2027

 

 

549.0

 

2028

 

 

542.2

 

2029

 

 

517.4