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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2020
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 and Global Businesses

 

 

EMEA

 

 

Asia Pacific

 

 

Immaterial

Product Category

Operating

Segments

 

 

Total

 

Balance at January 1, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Other acquisitions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25.0

 

 

 

25.0

 

Currency translation

 

 

(12.6

)

 

 

(5.4

)

 

 

0.2

 

 

 

(1.9

)

 

 

(19.7

)

Balance at December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,699.8

 

 

 

1,316.8

 

 

 

507.4

 

 

 

1,729.3

 

 

 

11,253.3

 

Accumulated impairment losses

 

 

-

 

 

 

(567.0

)

 

 

-

 

 

 

(1,086.6

)

 

 

(1,653.6

)

 

 

 

7,699.8

 

 

 

749.8

 

 

 

507.4

 

 

 

642.7

 

 

 

9,599.7

 

Goodwill reportable segment change

 

 

1,661.3

 

 

 

17.0

 

 

 

51.0

 

 

 

(1,729.3

)

 

 

-

 

Accumulated impairment losses reportable segment change

 

 

(1,086.6

)

 

 

-

 

 

 

-

 

 

 

1,086.6

 

 

 

-

 

Other acquisitions

 

 

142.4

 

 

 

10.9

 

 

 

8.9

 

 

 

-

 

 

 

162.2

 

Currency translation

 

 

80.2

 

 

 

18.2

 

 

 

13.5

 

 

 

-

 

 

 

111.9

 

Impairment

 

 

(142.0

)

 

 

(470.0

)

 

 

-

 

 

 

-

 

 

 

(612.0

)

Balance at December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

9,583.7

 

 

 

1,362.9

 

 

 

580.8

 

 

 

-

 

 

 

11,527.4

 

Accumulated impairment losses

 

 

(1,228.6

)

 

 

(1,037.0

)

 

 

-

 

 

 

-

 

 

 

(2,265.6

)

 

 

$

8,355.1

 

 

$

325.9

 

 

$

580.8

 

 

$

-

 

 

$

9,261.8

 

 

As discussed further in Note 19, in connection with the 2019 Restructuring Plan, our operating segments and reportable segments have changed.  Goodwill has been reallocated from our previous reportable segments to reflect the new structure.  We now have five reporting units with goodwill assigned to them.

 

 

As discussed further in Note 10, we purchased A&E Medical, Relign and other immaterial companies, resulting in additional goodwill.

 

As of March 31, 2020, we tested three of our reporting units for impairment due to: i) the significant adverse effect the COVID-19 pandemic was expected to have on our operating results, and ii) the change in reportable segments, which changed the cash flows and asset compositions of certain reporting units.  This resulted in goodwill impairment charges of $470.0 million and $142.0 million recognized for our  EMEA reporting unit and Dental reporting unit, respectively.  The remaining two reporting units with goodwill assigned to them were not tested for impairment as we concluded it is more likely than not the fair value of these reporting units exceeded their carrying value.

 

The impairment charge of $470.0 million in our EMEA reporting unit was primarily due to the COVID-19 pandemic and reportable segment change.  The COVID-19 pandemic has 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 our 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, at the time of March 31, 2020 impairment test, we estimated that our cash flows in 2020 would be significantly lower than previously estimated in our 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.  As of December 31, 2020, $325.9 million of goodwill remained in the EMEA reporting unit.  

 

The impairment charge of $142.0 million in our Dental reporting unit was primarily driven by the COVID-19 pandemic.  Similar to our EMEA reporting unit, changes in the market caused an increase to the risk-adjusted discount rates utilized to discount our future estimated cash flows to present value, and we expected that the deferral of elective dental procedures would have an adverse effect on our cash flows.  We estimated the cash flows from our Dental reporting unit might recover more slowly than our other reporting units because many dental procedures are not covered by insurance.  Therefore, we estimated that economic uncertainty would likely result in patients deferring dental procedures for a longer period of time than procedures involving our other products.  As of December 31, 2020, $273.7 million of goodwill remained in the Dental reporting unit.  

  

The third reporting unit we tested for impairment, Americas CMFT, had an estimated fair value that exceeded its carrying value by less than 5 percent.  The Americas CMFT reporting unit’s estimated fair value was also adversely impacted by the COVID-19 pandemic similar to our EMEA and Dental reporting units.   

 

We estimated the fair value of the EMEA, Dental and Americas CMFT 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 EMEA, Dental and Americas CMFT 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.  In the near term, the COVID-19 pandemic was expected to result in a decline to our revenue when compared to the same prior year periods.  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 perform our annual test of goodwill impairment in the fourth quarter of every year.  In connection with the 2020 annual goodwill impairment test in the fourth quarter of 2020, 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.  We estimated the fair value of our Americas Orthopedics, Americas CMFT, EMEA and Dental reporting units using the income and market approaches.  The estimated fair values of our reporting units increased in the fourth quarter impairment test compared to the March 31, 2020 test due to the negative effects on discounted cash

flows from the COVID-19 pandemic forecasted for second and third quarters of 2020 no longer being in the future cash flow estimates.  As a result, the estimated fair value of each reporting unit exceeded its carrying value by more than 10 percent.

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) the COVID-19 pandemic causes elective surgical procedures to be deferred longer than our estimates, or additional recurrence of the virus causes additional deferrals of 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, and 3) 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 and comparable company valuation indicators, which may impact our estimated fair values.

 

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.  After the impairment in our Spine reporting unit, no goodwill balance remained.  

The Spine reporting unit included goodwill from significant mergers for that reporting unit in 2015 and 2016, as well as goodwill that existed prior to those mergers.  The forecasts used to recognize the goodwill related to the 2015 and 2016 mergers assumed cross sale opportunities of the combined businesses 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 spine product supply chains of the combined companies.  As a result, in our forecasts we estimated it would take longer than originally anticipated to realize the benefits of the mergers.  We estimated our Spine sales were 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.  Sales growth in the EMEA knees and hips overall market had softened in the past two years to low single digits.  Accordingly, we 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 to comply with the EU MDR was expected to be higher than previously anticipated.  Lastly, the weakening of European foreign currencies against the U.S. Dollar and other factors contributed to the impairment charge.

The fair values for the 2018 impairment charges were estimated using income and market approaches similar to the 2020 tests.  

 

 

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, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,902.0

 

 

$

383.3

 

 

$

677.0

 

 

$

5,589.7

 

 

$

-

 

 

$

152.4

 

 

$

10,704.4

 

Accumulated amortization

 

 

(1,746.2

)

 

 

(211.6

)

 

 

(251.5

)

 

 

(1,820.9

)

 

 

-

 

 

 

(110.9

)

 

 

(4,141.1

)

Intangible assets not subject to

   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

462.7

 

 

 

-

 

 

 

29.5

 

 

 

-

 

 

 

492.2

 

Total identifiable intangible assets

 

$

2,155.8

 

 

$

171.7

 

 

$

888.2

 

 

$

3,768.8

 

 

$

29.5

 

 

$

41.5

 

 

$

7,055.5

 

As of December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

3,634.0

 

 

$

378.3

 

 

$

659.9

 

 

$

5,375.0

 

 

$

-

 

 

$

165.4

 

 

$

10,212.6

 

Accumulated amortization

 

 

(1,487.6

)

 

 

(191.9

)

 

 

(207.6

)

 

 

(1,489.4

)

 

 

-

 

 

 

(95.3

)

 

 

(3,471.8

)

Intangible assets not subject to

   amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

-

 

 

 

-

 

 

 

454.9

 

 

 

-

 

 

 

61.9

 

 

 

-

 

 

 

516.8

 

Total identifiable intangible assets

 

$

2,146.4

 

 

$

186.4

 

 

$

907.2

 

 

$

3,885.6

 

 

$

61.9

 

 

$

70.1

 

 

$

7,257.6

 

 

 

As discussed further in Note 10, the Company purchased A&E Medical, Relign and 3DIEMME in 2020, resulting in additional intangible assets.

 

In 2019, we entered into an agreement and paid $192.5 million to buy out certain licensing arrangements from an unrelated third party.  This new agreement and the related payment replaced the variable royalty payments that otherwise would have been due under the terms of previous licensing arrangements through 2029.  Under the new agreement, we maintain the rights to the counterparty’s intellectual property provided under the previous licensing arrangements.  The $192.5 million payment was recognized as an intangible asset and will be amortized through 2029, which represents the useful life of the intellectual property.

 

We recognized IPR&D intangible asset impairment charges of $33.0 million, $70.1 million and $3.8 million in the years ended December 31, 2020, 2019 and 2018, respectively, in “Goodwill and intangible asset impairment” on our consolidated statements of earnings.  The $33.0 million charge in 2020 included a $19.0 million impairment related to a project that requires additional research and development costs to complete, which delays the cash inflows and results in a decreased estimated fair value.  The remaining $14.0 million impairment charge in 2020, the $70.1 million charge from 2019 and the $3.8 million charge from 2018 are related to terminated IPR&D projects.  The termination of these projects was the result of prioritizing our internal research and development portfolio as a result of COVID-19 and to focus our engineering resources on the opportunities that most closely link to our mission.  Since these projects 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, 2020 for the years ending December 31, 2021 through 2025 is (in millions):

 

For the Years Ending December 31,

 

 

 

 

2021

 

$

609.6

 

2022

 

 

604.6

 

2023

 

 

597.9

 

2024

 

 

587.8

 

2025

 

 

581.2