Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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



($ amounts in millions)	Performance Solutions			Agricultural Solutions			Total
Balance, December 31, 2015
Goodwill	$	2,147.2		$	1,874.7		$	4,021.9
Accumulated impairment losses	—			—			—
	2,147.2			1,874.7			4,021.9
Addition from acquisitions	66.9			—			66.9
Purchase accounting adjustments	29.7			15.1			44.8
Impairment write-off	(46.6		)	—			(46.6		)
Foreign currency translation and other	(64.8		)	156.7			91.9
Balance, December 31, 2016
Goodwill, gross	2,179.0			2,046.5			4,225.5
Accumulated impairment losses	(46.6		)	—			(46.6		)
	2,132.4			2,046.5			4,178.9
Impairment write-off	—			(160.0		)	(160.0		)
Foreign currency translation and other	120.2			62.1			182.3
Balance, December 31, 2017
Goodwill, gross	2,299.2			2,108.6			4,407.8
Accumulated impairment losses	(46.6		)	(160.0		)	(206.6		)
	$	2,252.6		$	1,948.6		$	4,201.2

If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is required. Beginning with the 2017 goodwill impairment test, subsequent to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. For the 2016 goodwill impairment test, prior to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeded the fair value of the reporting unit, the second step of the impairment test was performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeded its implied fair value, an impairment charge was recorded equal to the difference.

During the fourth quarter of 2017, we performed our annual goodwill impairment test and determined that the carrying value of the Agro Business reporting unit within our Agricultural Solutions segment exceeded its fair value by $160 million. An impairment charge equal to this amount was recorded in the Consolidated Statement of Operations for 2017. This impairment charge was driven primarily by a reduction in the estimated fair value of this reporting unit based on the impact of a delayed agricultural market recovery which resulted in lower expectations for future revenue, profitability and cash flows as compared to the expectations at the time of the 2016 annual goodwill impairment test.

During 2016, a goodwill impairment charge totaling $46.6 million was recorded, related to Performance Solutions' Offshore Solutions reporting unit. This impairment charge was the result of previously weak oil prices. We experienced the impact on our results, which slightly lagged the overall industry, as this ultimately caused the industry to depress its overall investments. The fair value was determined using a combination of an income approach derived from a discounted cash flow model as well as market multiples. No impairments of goodwill were identified during the year ended December 31, 2015.

Indefinite-Lived Intangible Assets

The carrying value of indefinite-lived intangible assets, other than goodwill, which consists solely of trade names, was $386 million and $377 million at December 31, 2017 and 2016, respectively. The Company found no indications of impairment related to its indefinite-lived intangible assets as a result of its annual impairment review.

Finite-Lived Intangible Assets

Intangible assets subject to amortization were as follows:



	December 31, 2017							December 31, 2016
($ amounts in millions)	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer lists	$	1,303.3	$	(263.5	)	$	1,039.8	$	1,245.9	$	(174.5	)	$	1,071.4
Developed technology ⁽¹⁾	2,250.7		(557.0		)	1,693.7		2,022.1		(254.9		)	1,767.2
Trade names	30.3		(13.8		)	16.5		25.1		(8.2		)	16.9
Non-compete agreement	2.8		(1.3		)	1.5		1.9		(1.1		)	0.8
Total	$	3,587.1	$	(835.6	)	$	2,751.5	$	3,295.0	$	(438.7	)	$	2,856.3

⁽¹⁾ Includes in-process registration rights awaiting completion before amortization commences.

For 2017, 2016, and 2015, the Company recorded amortization expense on intangible assets of $276 million, $267 million and $202 million, respectively.

Estimated future amortization of intangible assets for each of the next five years is as follows:



($ amounts in millions)	Amortization Expense
2018	$	282.6
2019	282.4
2020	277.9
2021	269.5
2022	254.9

- 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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