Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Other Intangible Assets

Note 12—Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 were as follows:

In millions	Construction Materials		Interconnect Technologies			Brake and Friction		FoodService Products		Disc. Ops			Total

Balance at January 1, 2012
Goodwill	$	112.6	$	345.6		$	226.7	$	60.3	$	202.9		$	948.1
Accumulated impairment losses		—		—			—		—		(102.9	)		(102.9	)


		112.6		345.6			226.7		60.3		100.0	(A)		845.2
Goodwill acquired during year		13.5		100.9			—		—		—			114.4
Measurement period adjustments		0.6		(1.8	)		—		—		—			(1.2	)
Currency translation		0.5		(0.1	)		—		—		—			0.4


Goodwill	$	127.2	$	444.6		$	226.7	$	60.3	$	202.9		$	1,061.7
Accumulated impairment losses		—		—			—		—		(102.9	)		(102.9	)


Balance at December 31, 2012		127.2		444.6			226.7		60.3		100.0			958.8
Goodwill acquired during year		—		—			—		—		—			—
Measurement period adjustments		—		(1.8	)		—		—		—			(1.8	)
Impairment loss		—		—			—		—		(100.0	)		(100.0	)
Currency translation		1.9		(0.2	)		—		—		—			1.7


Goodwill		129.1		442.6			226.7		60.3		202.9			1,061.6
Accumulated impairment losses		—		—			—		—		(202.9	)		(202.9	)


Balance at December 31, 2013	$	129.1	$	442.6		$	226.7	$	60.3	$	—		$	858.7

(A): Goodwill associated with discontinued operations is included in non-current assets held for sale in the accompanying consolidated balance sheet.

During the second quarter of 2013, the Company recognized a goodwill impairment loss of $100.0 million due to a decline in the former Transportation Products reporting unit's estimated fair value relative to its carrying value. The impairment charge has been reclassified to Income (loss) from discontinued operations. Fair value was based on an income approach utilizing the discounted cash flow method. The decline in the former reporting unit's estimated fair value was primarily driven by a rise in the underlying interest rates used to determine the discount rate utilized in the discounted cash flow method. This rise in interest rates occurred substantially in the final month of the second quarter of 2013. ASC 350, Intangibles—Goodwill and Other requires that goodwill impairment be based on the implied value of a reporting unit's goodwill based on the residual method in the same manner as goodwill is recognized in a business combination under ASC 805, Business Combinations. Under the residual method, the implied fair value of the reporting unit's goodwill is equal to the difference between the reporting unit's fair value and the fair value of the reporting unit's assets and liabilities, both recognized and unrecognized.

On December 17, 2012, the Company acquired Thermax/Raydex for a total purchase price of $265.5 million, net of $0.1 million cash acquired. The resulting preliminary goodwill recorded of $100.9 million was allocated to the Interconnect Technologies reporting unit. Measurement period adjustments during the year ended December 31, 2013 resulted in a $1.8 million reduction to the goodwill of Thermax/Raydex. See Note 3 for further information regarding this acquisition.

On March 9, 2012, the Company acquired Hertalan for a total purchase price of €37.3 million, or $48.9 million, net of €0.1 million, or $0.1 million, cash acquired. The resulting goodwill recorded of $13.5 million was allocated to the Construction Materials reporting unit. See Note 3 for further information regarding this acquisition.

On December 2, 2011, the Company acquired Tri-Star for an initial total purchase price of $284.4 million, net of $4.5 million cash acquired. The resulting preliminary goodwill recorded of $156.7 million was allocated to the Interconnect Technologies segment. Measurement period adjustments, including a $0.4 million increase in the total purchase price due to a working capital adjustment, during the year ended December 31, 2012 resulted in a $1.8 million reduction to the goodwill of Tri-Star. See Note 3 for further information regarding this acquisition.

On August 1, 2011, the Company acquired PDT for a total purchase price of $111.0 million, net of $7.6 million cash acquired. The resulting revised preliminary goodwill recorded of $29.8 million was allocated to the Construction Materials segment. Measurement period adjustments during the year ended December 31, 2012 resulted in a $0.6 million increase to the goodwill of PDT. See Note 3 for further information regarding this acquisition.

The Company's Other intangible assets, net at December 31, 2013, are as follows:

In millions	Acquired Cost		Accumulated Amortization			Net Book Value

Assets subject to amortization:
Patents	$	134.6	$	(29.2	)	$	105.4
Customer Relationships		443.3		(95.8	)		347.5
Other		19.0		(10.1	)		8.9
Assets not subject to amortization:
Trade names		118.0		—			118.0


Other intangible assets, net	$	714.9	$	(135.1	)	$	579.8

The Company's Other intangible assets, net at December 31, 2012, were as follows:

In millions	Acquired Cost		Accumulated Amortization			Net Book Value

Assets subject to amortization:
Patents	$	133.2	$	(20.0	)	$	113.2
Customer Relationships		441.4		(68.3	)		373.1
Other		20.9		(9.7	)		11.2
Assets not subject to amortization:
Trade names		117.3		—			117.3


Other intangible assets, net	$	712.8	$	(98.0	)	$	614.8

Estimated amortization expense over the next five years is as follows: $37.3 million in 2014, $36.5 million in 2015, $35.6 million in 2016, $34.8 million in 2017 and $34.8 million in 2018.

The net carrying values of the Company's Other intangible assets by reportable segment as of December 31 were as follows:

In millions	December 31, 2013		December 31, 2012

Carlisle Construction Materials	$	86.9	$	89.7
Carlisle Interconnect Technologies		330.8		353.4
Carlisle Brake & Friction		130.1		136.8
Carlisle FoodService Products		32.0		34.9


Total	$	579.8	$	614.8

The acquired cost of the Company's customer relationship intangible assets by estimated useful life are as follows (in millions):

	Gross Balance as of December 31,

Estimated Useful Life (Years)	2013		2012
5	$	13.7	$	13.7
9	$	15.5		14.8
10	$	10.2		10.2
12	$	62.1		62.1
15	$	39.1		39.1
16	$	48.7		48.7
17	$	21.7		21.5
18	$	101.7		101.7
19	$	22.9		21.9
20	$	75.0		75.0
21	$	32.7		32.7


Total	$	443.3	$	441.4

See Note 1 in these Notes to Consolidated Financial Statements for information regarding the valuation of goodwill and indefinite-lived intangible assets.

- 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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