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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

9.

Goodwill and Other Intangible Assets

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

 

 

 

Americas

 

 

EMEA

 

 

Asia Pacific

 

 

Immaterial

Product Category

Operating

Segments

 

 

Total

 

Balance at January 1, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

7,328.0

 

 

$

1,291.0

 

 

$

548.9

 

 

$

1,139.3

 

 

$

10,307.2

 

Accumulated impairment losses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(373.0

)

 

 

(373.0

)

 

 

 

7,328.0

 

 

 

1,291.0

 

 

 

548.9

 

 

 

766.3

 

 

 

9,934.2

 

Biomet purchase accounting adjustments

 

 

31.9

 

 

 

(8.0

)

 

 

(61.3

)

 

 

(8.3

)

 

 

(45.7

)

LDR purchase accounting

 

 

-

 

 

 

-

 

 

 

-

 

 

 

482.4

 

 

 

482.4

 

Other acquisitions

 

 

284.8

 

 

 

34.3

 

 

 

-

 

 

 

20.9

 

 

 

340.0

 

Currency translation

 

 

(10.2

)

 

 

(53.6

)

 

 

(0.3

)

 

 

(2.9

)

 

 

(67.0

)

Balance at December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,634.5

 

 

 

1,263.7

 

 

 

487.3

 

 

 

1,631.4

 

 

 

11,016.9

 

Accumulated impairment losses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(373.0

)

 

 

(373.0

)

 

 

 

7,634.5

 

 

 

1,263.7

 

 

 

487.3

 

 

 

1,258.4

 

 

 

10,643.9

 

LDR purchase accounting

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24.5

 

 

 

24.5

 

Other acquisitions

 

 

(0.5

)

 

 

(33.2

)

 

 

-

 

 

 

27.6

 

 

 

(6.1

)

Currency translation

 

 

90.8

 

 

 

149.3

 

 

 

13.2

 

 

 

57.5

 

 

 

310.8

 

Impairment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(304.7

)

 

 

(304.7

)

Balance at December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,724.8

 

 

 

1,379.8

 

 

 

500.5

 

 

 

1,741.0

 

 

 

11,346.1

 

Accumulated impairment losses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(677.7

)

 

 

(677.7

)

 

 

$

7,724.8

 

 

$

1,379.8

 

 

$

500.5

 

 

$

1,063.3

 

 

$

10,668.4

 

 

During the year ended December 31, 2017, we recorded goodwill impairment charges related to our Office Based Technologies and Spine, less Asia Pacific (“Spine”) reporting units of $32.7 million and $272.0 million, respectively.  

In the third quarter of 2017, we performed a goodwill impairment test on our Office Based Technologies reporting unit due to continued revenue declines.  As a result, we recognized a $32.7 million impairment charge.  The $32.7 million impairment represented the entire goodwill balance of the reporting unit and therefore no goodwill remains.  This reporting unit was acquired as part of the Biomet merger in 2015 and therefore its assets and liabilities were recognized at their estimated fair values at the merger date.  Since the merger date valuation, operating performance has been lower than expected due to integration issues, management turnover and poor execution of its operating plans.

We estimated the fair value of the Office Based Technologies reporting unit using a market approach.  GAAP defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”  We used market indicators based upon the reporting unit’s operating performance to estimate what price would be paid for the assets in an orderly transaction. 

We performed our annual goodwill impairment test in the fourth quarter of 2017.  In our annual impairment test, we determined our Spine reporting unit’s carrying value was in excess of its estimated fair value.  As discussed in Note 2, we elected to early adopt ASU 2017-04 in the third quarter of 2017.  This resulted in an impairment charge of $272.0 million, representing the amount by which the reporting unit’s carrying value exceeded its estimated fair value.  This reporting unit includes goodwill from Zimmer as well as additional goodwill from both the Biomet and LDR mergers.  The forecasts used to recognize the goodwill related to the spine product categories of Biomet and LDR assumed cross sale opportunities of the combined businesses, including the proprietary Mobi-C Cervical Disc acquired with LDR, would enable the reporting unit to grow faster than the overall spine market. The primary drivers of impairment were lower than expected sales due to sales force integration issues and additional complexities of combining the Zimmer, Biomet and LDR spine product supply chains.  As a result, it will take longer than originally anticipated to realize the benefits of the mergers of the Biomet and LDR spine product categories.

We estimated the fair value of the Spine reporting unit 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 Spine reporting unit and considers differences between our reporting unit and the comparable companies.

In estimating the future cash flows of the reporting unit, we utilized a combination of market and company specific inputs that a market participant would use in assessing the fair value of the reporting unit.  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 unit and the comparable companies, such as recent financial performance, size risks and product portfolios, among other considerations.

We have five other reporting units with goodwill assigned to them.  The estimated fair values of these reporting units exceeded their carrying value by more than 10 percent.  We estimated the fair value of those reporting units using the income and market approaches.  

We will continue to monitor the fair value of our Spine reporting unit as well as our other five reporting units in our interim and annual reporting periods.  If our estimated cash flows for these reporting units 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) decreased revenues caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, and 2) our inability to achieve the estimated operating margins in our forecasts due to unforeseen factors.  Additionally, changes in the broader economic environment could cause changes to our estimated discount rates or comparable company valuation indicators, which may impact our estimated fair values.

 

 

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, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,669.8

 

 

$

180.7

 

 

$

671.1

 

 

$

5,409.5

 

 

$

-

 

 

$

160.0

 

 

$

10,091.1

 

Accumulated amortization

 

 

(1,061.4

)

 

 

(176.1

)

 

 

(132.1

)

 

 

(890.4

)

 

 

-

 

 

 

(84.1

)

 

 

(2,344.1

)

Intangible assets not subject to

   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

460.0

 

 

 

-

 

 

 

146.4

 

 

 

 

 

 

 

606.4

 

Total identifiable intangible assets

 

$

2,608.4

 

 

$

4.6

 

 

$

999.0

 

 

$

4,519.1

 

 

$

146.4

 

 

$

75.9

 

 

$

8,353.4

 

As of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,599.4

 

 

$

181.6

 

 

$

626.1

 

 

$

5,303.5

 

 

$

-

 

 

$

135.7

 

 

$

9,846.3

 

Accumulated amortization

 

 

(806.8

)

 

 

(172.3

)

 

 

(80.8

)

 

 

(566.0

)

 

 

-

 

 

 

(70.4

)

 

 

(1,696.3

)

Intangible assets not subject to

   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

475.1

 

 

 

-

 

 

 

160.3

 

 

 

-

 

 

 

635.4

 

Total identifiable intangible assets

 

$

2,792.6

 

 

$

9.3

 

 

$

1,020.4

 

 

$

4,737.5

 

 

$

160.3

 

 

$

65.3

 

 

$

8,785.4

 

 

Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2017 for the years ending December 31, 2018 through 2022 is (in millions):

 

For the Years Ending December 31,

 

 

 

 

2018

 

$

595.0

 

2019

 

 

575.4

 

2020

 

 

572.2

 

2021

 

 

563.9

 

2022

 

 

557.4