Goodwill and Intangible Assets

6 Months Ended

Jun. 29, 2018

Goodwill and Intangible Assets Disclosure [Abstract]



11.	Goodwill and Intangible Assets

The gross carrying amount and accumulated impairment of goodwill at the end of each period were as follows:



	June 29, 2018				December 29, 2017
	Gross Carrying Amount		Accumulated Impairment		Gross Carrying Amount		Accumulated Impairment
Specialty Brands	$	3,676.7	$	—	$	3,482.7	$	—

During the six months ended June 29, 2018, the gross carrying value of goodwill within the Specialty Brands segment increased by $194.0 million. The increase was attributable to the Sucampo Acquisition, which yielded $246.0 million of goodwill, partially offset by $51.5 million of goodwill ascribed to the sale of a portion of the Company's Hemostasis business, inclusive of the PreveLeak and Recothrom products. The remaining change in goodwill was related to purchase accounting adjustments during the twelve month measurement period for previous acquisitions.

Stannsoporfin

On May 3, 2018, in a joint meeting, the FDA's Gastrointestinal Drugs Advisory Committee and Pediatric Advisory Committee (the "Advisory Committee") recommended that the risk benefit profile of the Company's stannsoporfin IPR&D product does not support approval for the treatment of newborns ≥35 weeks of gestational age with indicators of hemolysis who are at risk of developing hyperbilirubinemia (severe jaundice). While the timing of the development program is expected to shift outward, the Company continues to have conversations with the FDA to determine the best path forward. The Prescription Drug User Fee Act ("PDUFA") date for this development product is August 22, 2018. The Company will continue to assess the impact of any changes to planned revenue or earnings on the fair value of the associated IPR&D asset of $113.5 million included within intangible assets, net on the unaudited condensed consolidated balance sheets as of June 29, 2018 and December 29, 2017. Refer to Note 18 for the associated impact on the Company's contingent consideration liability related to stannsoporfin.

The Company annually tests the indefinite-lived intangible assets for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable by either a qualitative or income approach. Management relies on a number of qualitative factors when considering a potential impairment such as changes to planned revenue or earnings that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset.

The gross carrying amount and accumulated amortization of intangible assets at the end of each period were as follows:



	June 29, 2018				December 29, 2017
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizable:
Completed technology	$	10,278.4	$	2,473.7	$	9,693.0	$	2,126.1
Customer relationships	28.0		13.0		29.5		12.2
Trademarks	75.2		12.5		75.5		10.8
Other	8.6		8.6		8.6		8.6
Total	$	10,390.2	$	2,507.8	$	9,806.6	$	2,157.7
Non-Amortizable:
Trademarks	$	35.0			$	35.0
In-process research and development	851.6				577.1
Total	$	886.6			$	612.1

Intangible asset amortization expense was as follows:



	Three Months Ended				Six Months Ended
	June 29, 2018		June 30, 2017		June 29, 2018		June 30, 2017
Amortization expense	$	184.3	$	169.3	$	360.6	$	339.1

The estimated aggregate amortization expense on intangible assets owned by the Company is expected to be as follows:



Remainder of Fiscal 2018	$	368.4
Fiscal 2019	737.1
Fiscal 2020	736.8
Fiscal 2021	736.5
Fiscal 2022	609.6

- 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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