Goodwill and Intangible Assets

11 Months Ended

Jan. 01, 2016

Goodwill and Intangible Assets:

The Company has the following reportable segments that contain goodwill: National Security Solutions ("NSS") and Health and Engineering ("HES").

Goodwill is tested for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. In the second quarter of fiscal 2015, as part of its normal quarterly procedures, the Company considered both qualitative and quantitative factors associated with each of the Company's reporting units and determined that there were indicators that the carrying values of the Health Solutions and Engineering reporting units may not be fully recoverable due to operating performance shortfalls and forecasted declines of revenues and operating income. The Company performed an interim evaluation for these reporting units that resulted in impairments of the goodwill carrying value (see discussion below).

The balance and changes in the carrying amount of goodwill by segment were as follows:



	NSS		HES			Total
	(in millions)
Balance at January 31, 2014	$	788	$	905		$	1,693
Goodwill impairment	—		(486		)	(486		)
Balance at January 30, 2015	$	788	$	419		$	1,207
Adjustments	—		—			—
Balance at January 1, 2016	$	788	$	419		$	1,207

During the second quarter of fiscal 2015, the Health Solutions reporting unit experienced a significant decline in both actual and forecasted revenue volumes, primarily in the Company's commercial health consulting business, resulting from a reduction in project opportunities, delayed award decisions and completion of several larger electronic health records ("EHR") implementation engagements that were not extended or replaced with other projects. The declines were also impacted by delays in legislative compliance deadlines (i.e., ICD-10 and Meaningful Use Stage 2). These events attributed to a significant reduction in the Company's sales pipeline, forecasted revenue and operating income. The nature of the Company's commercial health consulting engagements are short term in nature and the aforementioned events transpired and became known during the second quarter of fiscal 2015 and triggered a revised and lower financial forecast.

During the second quarter of fiscal 2015, the Engineering reporting unit experienced delayed or lost award decisions and reductions in scope on several large engineering construction projects as clients shifted priorities and adjusted their capital expenditure plans that were anticipated to be awarded to the Company during the second quarter of fiscal 2015. The Engineering reporting unit was also impacted by significant reduction in scope of services with an existing client. These events culminated in a significant reduction in the Company's sales pipeline, revenue and operating income. The aforementioned events transpired and became known during the second quarter of fiscal 2015 and triggered a revised and lower financial forecast.

Based on the unexpected impacts and other unanticipated factors discussed above, the Company conducted an interim goodwill impairment test using the two-step quantitative approach.

As described in Note 1, the Company utilized both the market and income approach as part of the first step of the two-step quantitative goodwill impairment test to determine the estimated fair value of both the Health Solutions and Engineering reporting units.

The Company performed the market approach, guideline public company method, by applying pricing multiples derived from publicly traded guideline companies that are comparable to the reporting units to determine their fair values. The Company utilized enterprise/earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples and enterprise/revenue multiples which averaged 6.0 and 0.5, respectively, for the Health Solutions reporting unit, and 6.8 and 0.4, respectively, for the Engineering reporting unit. In addition, the fair value under the guideline public company method included a control premium of 20%, which was determined based on a review of comparable market transactions.

The income approach was performed by calculating the fair value based on forecasted future cash flows discounted back to the present value, including significant judgments related to the risk adjusted discount rates, terminal growth rates and weighted-average cost of capital ("WACC"). The projected cash flows were developed by management for planning purposes based on current known business and market conditions as well as future anticipated industry trends. The method included certain cost adjustments that a market participant buyer would not incur to operate the respective reporting units. A terminal value growth rate of 3% and 2% and WACC of 12% and 14% (which includes a specific company risk premium of 2%) were used for the Health Solutions and Engineering reporting units, respectively.

Based on the first step of the two-step quantitative goodwill impairment test, the Company determined that the fair values of the Health Solutions and Engineering reporting units were 62% and 91% of their carrying values, respectively. Due to the fact that indicators of impairment existed, the second step of the two-step quantitative goodwill impairment test was performed to determine the implied fair value of goodwill and the impairment amount of the respective reporting units.

As a result of the second step evaluation, the Company recorded goodwill impairment charges in the Health Solutions and Engineering reporting units of $369 million and $117 million, respectively, for the second quarter ended August 1, 2014, which represents the difference between the carrying value and the implied fair value.

Based on a qualitative analysis performed during the Company's annual impairment evaluation for the 11-month period ended January 1, 2016, fiscal 2015 and fiscal 2014 for certain of its reporting units, it was determined that it is more likely than not that the fair values of the reporting units were in excess of the individual reporting unit carrying values, and as a result, a quantitative step one analysis was not necessary. Additionally, based on the results of the quantitative step one analysis for certain other of its reporting units, it was determined that their fair values were in excess of the individual reporting units carrying values. As a result, no goodwill impairments were identified as part of the annual goodwill impairment evaluation for periods mentioned above.

Intangible assets, including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following:



	January 1, 2016							January 30, 2015
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
	(in millions)
Finite-lived intangible assets:
Customer relationships	$	20	$	(16	)	$	4	$	70	$	(57	)	$	13
Software and technology	61		(44		)	17		52		(41		)	11
Total finite-lived intangible assets	81		(60		)	21		122		(98		)	24
Indefinite-lived intangible assets:
In-process research and development	—		—			—		9		—			9
Trade names	4		—			4		4		—			4
Total indefinite-lived intangible assets	4		—			4		13		—			13
Total intangible assets	$	85	$	(60	)	$	25	$	135	$	(98	)	$	37

Finite-lived customer relationship intangible assets with a gross carrying value of $12 million became fully amortizable during the 11-month period ended January 1, 2016, and are no longer reflected in the gross carrying value after becoming fully amortized. The gross carrying value of software and technology finite-lived intangible assets increased from fiscal 2015, due to the addition of an in-process research and development intangible asset that reached technological feasibility and began amortizing as a software and technology intangible asset over its useful life of nine years.

Amortization expense related to amortizable intangible assets was $8 million, $15 million, and $35 million for the 11-month period ended January 1, 2016, fiscal 2015 and fiscal 2014, respectively.

The Company recognized intangible asset impairment charges of $4 million, $41 million and $51 million for the 11-month period ended January 1, 2016, fiscal 2015 and fiscal 2014, respectively. The Company recorded intangible asset impairment charges in "Asset impairment charges" in the Company's consolidated statements of income.

The Company determined that certain customer relationship intangible assets associated with the acquisitions of Vitalize and maxIT were not recoverable due to lower projected revenue and operating income levels from the associated customers. As a result, the Health and Engineering reportable segment recognized impairment charges of $24 million and $19 million during fiscal 2015 and fiscal 2014, respectively, to reduce the carrying value of these intangible assets to their estimated fair values. Additionally, in the 11-month period ended January 1, 2016, the Health and Engineering reportable segment recognized an impairment charge of $4 million to write-off the remaining carrying value (with a gross carrying value of $38 million).

The Company determined that certain intangible assets consisting of software and technology, associated with the acquisition of Reveal Imaging Technologies, Inc. were not recoverable due to lower projected revenue levels from the associated products and customers. As a result, the Health and Engineering reportable segment recognized impairment charges of $14 million and $30 million during fiscal 2015 and fiscal 2014, respectively, to reduce the carrying value of these intangible assets to their estimated fair values.

During fiscal 2015, the Company determined that certain intangible assets associated with fuel supply contracts obtained through the Plainfield Renewable Energy Project foreclosure were not recoverable due to changes in the Company's fuel supply strategy and newly identified requirements to operate the plant, which impacted expected benefits from the related fuel supply arrangements. As a result, the Health and Engineering reportable segment recognized an impairment charge of $3 million to write-off the carrying value associated with the intangible assets of three fuel supply agreements.

For the Company's intangible impairment charges described above, the fair value was estimated using the income approach based on management's forecast of future cash flows to be derived from the assets' use (Level 3).

The estimated annual amortization expense related to finite-lived intangible assets as of January 1, 2016, was as follows:



Fiscal Year Ending
	(in millions)
2016	$	6
2017	5
2018	4
2019	2
2020	1
2021 and thereafter	3
	$	21

Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments, the outcome and timing of completion of in-process research and development projects (the assets of which will become amortizable upon completion and placement into service, or will be impaired if abandoned), adjustments to preliminary valuations of intangible assets and other factors.

Leidos, Inc.

Goodwill and Intangible Assets

Goodwill and Intangible Assets:

The Company has the following reportable segments that contain goodwill: National Security Solutions ("NSS") and Health and Engineering ("HES").

The balance and changes in the carrying amount of goodwill by segment were as follows:



	NSS		HES			Total
	(in millions)
Balance at January 31, 2014	$	788	$	905		$	1,693
Goodwill impairment	—		(486		)	(486		)
Balance at January 30, 2015	$	788	$	419		$	1,207
Adjustments	—		—			—
Balance at January 1, 2016	$	788	$	419		$	1,207

Based on the unexpected impacts and other unanticipated factors discussed above, the Company conducted an interim goodwill impairment test using the two-step quantitative approach.

Intangible assets, including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following:



	January 1, 2016							January 30, 2015
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
	(in millions)
Finite-lived intangible assets:
Customer relationships	$	20	$	(16	)	$	4	$	70	$	(57	)	$	13
Software and technology	61		(44		)	17		52		(41		)	11
Total finite-lived intangible assets	81		(60		)	21		122		(98		)	24
Indefinite-lived intangible assets:
In-process research and development	—		—			—		9		—			9
Trade names	4		—			4		4		—			4
Total indefinite-lived intangible assets	4		—			4		13		—			13
Total intangible assets	$	85	$	(60	)	$	25	$	135	$	(98	)	$	37

Amortization expense related to amortizable intangible assets was $8 million, $15 million, and $35 million for the 11-month period ended January 1, 2016, fiscal 2015 and fiscal 2014, respectively.

The estimated annual amortization expense related to finite-lived intangible assets as of January 1, 2016, was as follows:



Fiscal Year Ending
	(in millions)
2016	$	6
2017	5
2018	4
2019	2
2020	1
2021 and thereafter	3
	$	21

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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