Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets [Abstract]

Note 5. Goodwill and Intangible Assets

Goodwill and intangible assets that are not amortized are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company's annual assessment date is October 1. There were no goodwill or trade name impairment charges recorded in continuing operations in the nine months ended September 30, 2014 and 2013. There were no accumulated impairment losses recorded in continuing operations as of September 30, 2014.

The table below summarizes the goodwill balances for continuing operations by reportable segment and for Other Operations and Headquarters:

(In millions)	Terminix			American Home Shield		Franchise Services Group		Total

Balance as of December 31, 2013	$	1,480		$	348	$	190	$	2,018
Acquisitions		15			34		1		50
Other(1)		(1	)		—		—		(1	)

Balance as of September 30, 2014	$	1,494		$	382	$	191	$	2,067

(1): Reflects the impact of foreign exchange rates.

The table below summarizes the other intangible asset balances for continuing operations:

	Estimated Remaining Useful Lives (Years)	As of September 30, 2014							As of December 31, 2013

(In millions)	Estimated Remaining Useful Lives (Years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Trade names(1)	N/A	$	1,608	$	—		$	1,608	$	1,608	$	—		$	1,608
Customer relationships	3 - 10		532		(479	)		53		512		(447	)		65
Franchise agreements	20 - 25		88		(58	)		30		88		(54	)		34
Other	4 - 30		46		(31	)		15		41		(27	)		14

Total		$	2,274	$	(568	)	$	1,706	$	2,249	$	(528	)		1,721

(1): Not subject to amortization.

In the nine months ended September 30, 2014, the TruGreen Business recorded a pre-tax non-cash trade name impairment charge of $139 million ($84 million, net of tax) in discontinued operations, net of income taxes. In the nine months ended September 30, 2013, the TruGreen Business recorded a pre-tax non-cash goodwill and trade name impairment charge of $673 million ($521 million, net of tax) in discontinued operations, net of income taxes.

Note 4. Goodwill and Intangible Assets

Goodwill and intangible assets that are not amortized are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company's annual assessment date is October 1. There were no goodwill or trade name impairment charges recorded to continuing operations during the years ended December 31, 2013, 2012 and 2011. During the years ended December 31, 2013 and 2012, the increase in goodwill and other intangible assets related primarily to tuck-in acquisitions completed throughout the period by Terminix and Franchise Services Group.

The table below summarizes the goodwill balances for continuing operations by reportable segment and for Other Operations and Headquarters:

(In millions)	Terminix		American Home Shield		Franchise Services Group			Total

Balance at December 31, 2011	$	1,424	$	348	$	188		$	1,960
Acquisitions		34		—		1			35

Balance at December 31, 2012		1,458		348		189			1,995
Acquisitions		22		—		2			24
Other(1)		—		—		(1	)		(1	)

Balance at December 31, 2013	$	1,480	$	348	$	190		$	2,018

(1): Reflects the impact of foreign exchange rate changes.

There were no accumulated impairment losses recorded in continuing operations as of December 31, 2013, 2012 or 2011.

The table below summarizes the other intangible asset balances for continuing operations:

	Estimated Remaining Useful Lives (Years)	December 31, 2013							December 31, 2012

(In millions)	Estimated Remaining Useful Lives (Years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Trade names(1)	N/A	$	1,608	$	—		$	1,608	$	1,608	$	—		$	1,608
Customer relationships	3 - 10		512		(447	)		65		504		(407	)		97
Franchise agreements	20 - 25		88		(54	)		34		88		(49	)		39
Other	4 - 30		41		(27	)		14		36		(22	)		14

Total		$	2,249	$	(528	)	$	1,721	$	2,236	$	(478	)	$	1,758

(1): Not subject to amortization.

Amortization expense of $51 million, $58 million and $83 million was recorded in the years ended December 31, 2013, 2012 and 2011, respectively. For the existing intangible assets, the Company anticipates amortization expense of $48 million, $27 million, $8 million, $6 million and $4 million in 2014, 2015, 2016, 2017 and 2018, respectively.

In the years ended December 31, 2013, 2012 and 2011, the TruGreen Business recorded impairment charges of $673 million ($521 million, net of tax), $909 million ($764 million, net of tax) and $37 million ($22 million, net of tax), respectively, in discontinued operations, net of income taxes. In the year ended December 31, 2011, the TruGreen LandCare business recorded an impairment charge of $34 million ($21 million, net of tax in discontinued operations, net of income taxes).

- 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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