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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2018
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, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Currency translation

 

 

(12.4

)

 

 

(57.6

)

 

 

6.7

 

 

 

(34.8

)

 

 

(98.1

)

Impairment

 

 

-

 

 

 

(567.0

)

 

 

-

 

 

 

(408.9

)

 

 

(975.9

)

Balance at December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,712.4

 

 

 

1,322.2

 

 

 

507.2

 

 

 

1,706.2

 

 

 

11,248.0

 

Accumulated impairment losses

 

 

-

 

 

 

(567.0

)

 

 

-

 

 

 

(1,086.6

)

 

 

(1,653.6

)

 

 

$

7,712.4

 

 

$

755.2

 

 

$

507.2

 

 

$

619.6

 

 

$

9,594.4

 

 

During the year ended December 31, 2018, we recorded goodwill impairment charges related to our Spine reporting unit, our EMEA reporting unit and an insignificant reporting unit of $401.2 million, $567.0 million and $7.7 million, respectively.  During the year ended December 31, 2017, we recorded goodwill impairment charges related to our Office Based Technologies and Spine reporting units of $32.7 million and $272.0 million, respectively.  

In our annual impairment tests, we determined our Spine reporting unit’s carrying value was in excess of its estimated fair value in each of the last two years.  This resulted in impairment charges of $401.2 million and $272.0 million in the years ended December 31, 2018 and 2017, respectively.  There is no goodwill balance remaining in this reporting unit as of December 31, 2018.  This reporting unit included goodwill from both the Biomet merger in 2015 and the LDR merger in 2016, as well as goodwill that existed prior to those 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 would enable the reporting unit to grow faster than the overall spine market.  In 2017, 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, in our 2017 forecasts we estimated it would take longer than originally anticipated to realize the benefits of the mergers of the Biomet and LDR spine product categories.  In 2018, our Spine reporting unit’s performance did not significantly improve as we continued to work through integration and supply issues.  We estimate our Spine sales are currently growing below overall market growth.  Consequently, we lowered our expectations of future sales growth.

The impairment charge of $567.0 million in our EMEA reporting unit in 2018 was driven by a combination of operational and non-operational factors.  We believe sales growth in the EMEA knees and hips overall market has softened in the past two years to low single digits.  Accordingly, we have tempered our sales growth estimates for this reporting unit.   Also, higher interest rates as well as increased volatility in our stock price compared to the overall market resulted in us utilizing a higher risk-adjusted discount rate compared to prior year tests to discount our future estimated cash flows to present value.  In addition, our anticipated costs in the near term to comply with the European Union Medical Device Regulation (“MDR”) will be higher than previously anticipated.  MDR, which will be effective beginning in 2020, will require us to update clinical data, technical documentation and labelling on our products that we sell in EMEA.  As a result, in the next few years we expect to incur incremental costs to comply with the standards to update previously approved products.  Additionally, in the future we expect to incur increased costs on new product development to comply with the standard.  Lastly, the weakening of European foreign currencies against the U.S. Dollar and other factors has contributed to the impairment charge.

We estimated the fair value of the Spine 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 Spine and EMEA 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.

In 2018, we also recognized an impairment charge of $7.7 million for an insignificant reporting unit that we acquired in 2016.  The $7.7 million represented the entire goodwill balance of this reporting unit.

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 had 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 have four other reporting units with goodwill assigned to them.  The estimated fair value of our Dental reporting unit only exceeded its carrying value by less than 5 percent.  The estimated fair value of each of the other three reporting units exceeded its carrying value by more than 25 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 EMEA and Dental reporting units as well as our other three 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, foreign currency exchange rates used to translate cash flows and 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, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,638.5

 

 

$

180.7

 

 

$

664.2

 

 

$

5,384.4

 

 

$

-

 

 

$

128.3

 

 

$

9,996.1

 

Accumulated amortization

 

 

(1,282.7

)

 

 

(177.6

)

 

 

(169.3

)

 

 

(1,194.5

)

 

 

-

 

 

 

(80.0

)

 

 

(2,904.1

)

Intangible assets not subject to

   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

457.1

 

 

 

-

 

 

 

135.5

 

 

 

-

 

 

 

592.6

 

Total identifiable intangible assets

 

$

2,355.8

 

 

$

3.1

 

 

$

952.0

 

 

$

4,189.9

 

 

$

135.5

 

 

$

48.3

 

 

$

7,684.6

 

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

 

 

We recognized intangible asset impairment charges of $3.8 million, $26.8 million and $31.1 million in the years ended December 31, 2018, 2017 and 2016, respectively, in Acquisition, integration and related on our consolidated statements of earnings.  The impairment charges were primarily related to the abandonment of IPR&D projects that were recognized as part of the Biomet merger purchase accounting.

Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2018 for the years ending December 31, 2019 through 2023 is (in millions):

 

For the Years Ending December 31,

 

 

 

 

2019

 

$

604.5

 

2020

 

 

598.3

 

2021

 

 

595.0

 

2022

 

 

589.3

 

2023

 

 

584.0