Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles:

Goodwill and other intangibles consist principally of goodwill, customer lists, trade names, trademarks, patents and other intangibles.

The following table summarizes the changes in goodwill by operating segment for the years ended December 31, 2015 and 2014 (in thousands):



	Performance Chemicals			Refining Solutions			Chemetall Surface Treatment			All Other			Total
Balance at December 31, 2013	$	42,025		$	218,382		$	—		$	23,796		$	284,203
Divestitures^(a)	—			—			—			(15,088		)	(15,088		)
Foreign currency translation adjustments	(9		)	(25,725		)	—			(119		)	(25,853		)
Balance at December 31, 2014	42,016			192,657			—			8,589			243,262
Acquisition of Rockwood	1,293,467			—			1,482,517			41,151			2,817,135
Other acquisitions^(b)	—			—			23,993			—			23,993
Reclass to assets held for sale^(c)	—			—			—			(46,794		)	(46,794		)
Foreign currency translation adjustments	(47,659		)	(19,929		)	(73,251		)	(2,946		)	(143,785		)
Balance at December 31, 2015	$	1,287,824		$	172,728		$	1,433,259		$	—		$	2,893,811


(a)	In 2014, we reduced goodwill by $15.1 million in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.


(b)	Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”


(c)	See Note 3, “Divestitures.”

Other intangibles consist of the following at December 31, 2015 and 2014 (in thousands):



	Customer Lists and Relationships			Trade Names and Trademarks ^(a)			Patents and Technology			Other ^(b)			Total
Gross Asset Value
Balance at December 31, 2013	$	86,426		$	26,907		$	48,743		$	38,342		$	200,418
Acquisitions^(c)	—			—			5,228			—			5,228
Divestitures^(d)	(34,892		)	(8,171		)	(11,316		)	(14,161		)	(68,540		)
Foreign currency translation adjustments and other	(3,055		)	(1,181		)	(2,257		)	(740		)	(7,233		)
Balance at December 31, 2014	48,479			17,555			40,398			23,441			129,873
Acquisition of Rockwood	1,264,226			363,120			227,838			26,410			1,881,594
Other acquisitions^(e)	76,052			—			1,433			73			77,558
Reclass to assets held for sale^(f)	(16,608		)	—			(54,060		)	(1,454		)	(72,122		)
Foreign currency translation adjustments and other	(88,092		)	(25,468		)	(15,508		)	(6,117		)	(135,185		)
Balance at December 31, 2015	$	1,284,057		$	355,207		$	200,101		$	42,353		$	1,881,718
Accumulated Amortization
Balance at December 31, 2013	$	(35,988	)	$	(8,970	)	$	(40,354	)	$	(26,903	)	$	(112,215	)
Amortization	(2,839		)	(824		)	(388		)	(1,686		)	(5,737		)
Divestitures^(d)	14,487			1,539			5,738			5,820			27,584
Foreign currency translation adjustments and other	1,409			343			2,173			695			4,620
Balance at December 31, 2014	(22,931		)	(7,912		)	(32,831		)	(22,074		)	(85,748		)
Amortization	(51,926		)	(12,228		)	(12,501		)	(627		)	(77,282		)
Reclass to assets held for sale^(f)	596			—			3,880			1,322			5,798
Foreign currency translation adjustments and other	2,303			381			1,675			4,202			8,561
Balance at December 31, 2015	$	(71,958	)	$	(19,759	)	$	(39,777	)	$	(17,177	)	$	(148,671	)
Net Book Value at December 31, 2014	$	25,548		$	9,643		$	7,567		$	1,367		$	44,125
Net Book Value at December 31, 2015	$	1,212,099		$	335,448		$	160,324		$	25,176		$	1,733,047


(a)	Included in Trade Names and Trademarks are indefinite-lived intangible assets with a gross carrying amount of $9.2 million and $113.1 million at December 31, 2014 and 2015, respectively.


(b)	Included in Other is an indefinite-lived intangible asset with a gross carrying amount of $21.9 million at December 31, 2015.


(c)	Increase in Patents and Technology relates to a purchase accounting adjustment in connection with our acquisition of Cambridge Chemical Company, Ltd.


(d)	In 2014 we reduced intangible assets by $68.5 million and related accumulated amortization by $27.6 million in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.


(e)	Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”


(f)	See Note 3, “Divestitures.”

Useful lives range from 15 – 25 years for customer lists and relationships; 11 – 20 years for trade names and trademarks; 17 – 20 years for patents and technology; and 5 – 15 years for other.

Amortization of other intangibles amounted to $77.3 million, $5.7 million and $8.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Included in amortization for the year ended December 31, 2015 is $49.2 million of amortization using the pattern of economic benefit method. Amortization of other intangibles related to discontinued operations was $0.9 million and $3.5 million for the years ended December 31, 2014 and 2013, respectively.

Total estimated amortization expense of other intangibles, excluding other intangibles in assets held for sale, for the next five fiscal years is as follows (in thousands):



	Estimated Amortization Expense
2016	$	90,002
2017	$	91,485
2018	$	92,884
2019	$	93,275
2020	$	93,189

- 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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