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Business Combinations
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Business Combinations

3.  Business Combinations

LDR Acquisition

On July 13, 2016, we completed our acquisition of LDR Holding Corporation (“LDR”).  We paid cash of $1,138.0 million.  The total amount of merger consideration utilized for the acquisition method of accounting, as reduced by the merger consideration paid to holders of unvested LDR stock options and LDR stock-based awards of $24.1 million, was $1,113.9 million.  The addition of LDR provided us with an immediate position in the growing cervical disc replacement (“CDR”) market.  The combination positioned us to accelerate the growth of our Spine business through the incremental revenues associated with entry into the CDR market and cross-portfolio selling opportunities to both Zimmer Biomet and LDR customer bases.  The goodwill was generated from the operational synergies and cross-selling opportunities we expected to achieve from our combined operations.  None of the goodwill is deductible for tax purposes.

The following table summarizes the final estimated fair value of the assets acquired and liabilities assumed in the LDR acquisition (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Final Values

 

Cash

$

92.8

 

Accounts receivable, net

 

30.5

 

Inventory

 

97.0

 

Other current assets

 

5.6

 

Property, plant and equipment

 

24.7

 

Intangible assets not subject to amortization:

 

 

 

In-process research and development (IPR&D)

 

2.0

 

Intangible assets subject to amortization:

 

 

 

Technology

 

447.0

 

Customer relationships

 

122.0

 

Trademarks and trade names

 

74.0

 

Other assets

 

73.8

 

Goodwill

 

507.2

 

Total assets acquired

 

1,476.6

 

Current liabilities

 

122.5

 

Long-term debt

 

0.5

 

Deferred taxes

 

236.7

 

Other long-term liabilities

 

3.0

 

Total liabilities assumed

 

362.7

 

Net assets acquired

$

1,113.9

 

 

We have not included pro forma information and certain other information under GAAP for the LDR acquisition because it did not have a material impact on our financial position or results of operations.

Other acquisitions

During the year ended December 31, 2016, we completed individually immaterial acquisitions of companies including Cayenne Medical, Inc. (“Cayenne Medical”), a sports medicine company, Compression Therapy Concepts, Inc. (“CTC”), a provider of non-invasive products for the prevention of deep vein thrombosis, CD Diagnostics, Inc. (“CD Diagnostics”), a medical diagnostic testing company, and MedTech SA (“MedTech”), a designer and manufacturer of robotic equipment for brain and spine surgeries.  The total aggregate cash consideration was $441.7 million.  These acquisitions were completed primarily to expand our product offerings.  We have assigned a fair value of $58.0 million for settlement of preexisting relationships and additional payments related to these acquisitions that are contingent on the respective acquired companies’ product sales, commercial milestones and certain cost savings.  The fair value of the aggregate contingent payment liabilities was calculated based on the probability of achieving the specified sales growth, cost savings and commercial milestones and discounting to present value the payments.  The goodwill was generated from the operational synergies and cross-selling opportunities we expected to achieve from the technologies acquired.  None of the goodwill related to these acquisitions is deductible for tax purposes.

The following table summarizes the aggregate final estimated fair value of the assets acquired and liabilities assumed related to the Cayenne Medical, CTC, CD Diagnostics, MedTech, and other immaterial acquisitions that occurred during the year ended December 31, 2016 (in millions):

 

Current assets

 

$

66.4

 

Property, plant and equipment

 

 

4.5

 

Intangible assets

 

 

172.9

 

Goodwill

 

 

337.1

 

Other assets

 

 

38.2

 

Total assets acquired

 

 

619.1

 

Current liabilities

 

 

20.0

 

Long-term liabilities

 

 

99.4

 

Total liabilities assumed

 

 

119.4

 

Net assets acquired

 

$

499.7

 

 

We have not included pro forma information and certain other information under GAAP for the Cayenne Medical, CTC, CD Diagnostics, or MedTech acquisitions because, individually and in aggregate, they did not have a material impact on our financial position or results of operations.

Goodwill

The following table summarizes the changes in the carrying amount of our goodwill (in millions):

 

 

 

Americas

 

 

EMEA

 

 

Asia Pacific

 

 

Product

Category

Operating

Segments

 

 

Total

 

Balance at December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

7,634.5

 

 

$

1,263.7

 

 

$

487.3

 

 

$

1,631.4

 

 

$

11,016.9

 

Accumulated impairment loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(373.0

)

 

 

(373.0

)

 

 

 

7,634.5

 

 

 

1,263.7

 

 

 

487.3

 

 

 

1,258.4

 

 

 

10,643.9

 

LDR purchase accounting

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24.8

 

 

 

24.8

 

Other acquisitions

 

 

13.2

 

 

 

(24.1

)

 

 

-

 

 

 

27.6

 

 

 

16.7

 

Currency translation

 

 

82.5

 

 

 

110.0

 

 

 

10.0

 

 

 

49.7

 

 

 

252.2

 

Impairment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32.7

)

 

 

(32.7

)

Balance at September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,730.2

 

 

 

1,349.6

 

 

 

497.3

 

 

 

1,733.5

 

 

 

11,310.6

 

Accumulated impairment loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(405.7

)

 

 

(405.7

)

 

 

$

7,730.2

 

 

$

1,349.6

 

 

$

497.3

 

 

$

1,327.8

 

 

$

10,904.9