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Goodwill
12 Months Ended
Dec. 31, 2015
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill

10.

Goodwill

Changes in the carrying value of goodwill by reportable segments were as follows:

 

 

 

U.S. dialysis and

related lab services

 

 

HCP

 

 

Other ancillary

services and

strategic initiatives

 

 

Consolidated total

 

Balance at January 1, 2014

 

$

5,469,473

 

 

$

3,516,162

 

 

$

227,339

 

 

$

9,212,974

 

Acquisitions

 

 

143,021

 

 

 

48,649

 

 

 

29,844

 

 

$

221,514

 

Divestitures

 

 

(1,851

)

 

 

 

 

 

 

 

$

(1,851

)

Foreign currency and other adjustments

 

 

 

 

 

(2,277

)

 

 

(15,065

)

 

$

(17,342

)

Balance at December 31, 2014

 

$

5,610,643

 

 

$

3,562,534

 

 

$

242,118

 

 

$

9,415,295

 

Acquisitions

 

 

21,910

 

 

 

29,910

 

 

 

45,273

 

 

 

97,093

 

Divestitures

 

 

(3,370

)

 

 

(5,411

)

 

 

 

 

 

(8,781

)

Goodwill impairment charges

 

 

 

 

 

(188,769

)

 

 

(4,065

)

 

 

(192,834

)

Foreign currency and other adjustments

 

 

 

 

 

 

 

 

(16,294

)

 

 

(16,294

)

Balance at December 31, 2015

 

$

5,629,183

 

 

$

3,398,264

 

 

$

267,032

 

 

$

9,294,479

 

 

Each of the Company’s operating segments described in Note 25 to these consolidated financial statements represents an individual reporting unit for goodwill impairment testing purposes, except that each sovereign jurisdiction within our international operating segments is considered a separate reporting unit.

Within the U.S. dialysis and related lab services operating segment, the Company considers each of its dialysis centers to constitute an individual business for which discrete financial information is available. However, since these dialysis centers have similar operating and economic characteristics, and the allocation of resources and significant investment decisions concerning these businesses are highly centralized and the benefits broadly distributed, the Company has aggregated these centers and deemed them to constitute a single reporting unit.

The Company has applied a similar aggregation to its consolidated HCP operations in each region, to the vascular access service centers in its vascular access services reporting unit, to the physician practices in its physician services reporting unit, and to the dialysis centers within each international reporting unit. For the Company’s other operating segments, no component below the operating segment level is considered a discrete business and therefore these operating segments directly constitute individual reporting units.

During the quarter ended December 31, 2015, and in conjunction with the annual goodwill impairment assessment for its HCP reporting units as of November 1, the Company determined that circumstances indicated it had become more likely than not that the goodwill and an indefinite-lived intangible asset of certain HCP reporting units had become impaired.

These circumstances included underperformance of the business in recent quarters as well as changes in other market conditions, including government reimbursement cuts and our expected ability to mitigate them. We are performing the required “step 1” and “step 2” valuations for these HCP reporting units and have estimated the fair value of their net assets and implied goodwill with the assistance of a third-party valuation firm. The Company also recorded a minor goodwill impairment charge on one of its international operations during 2015.

Based on these preliminary assessments of the HCP reporting units as well as assessments of other reporting units, the Company recorded the following goodwill and indefinite-lived intangible asset impairment charges during the year ended December 31, 2015:

 

 

 

 

 

 

 

Intangible

 

 

 

 

Impairment

 

 

asset

 

 

Reporting unit

 

charge

 

 

impaired

 

Quarter ended

HCP Nevada

 

 

181,253

 

 

Goodwill

 

December 31, 2015

HCP Arizona

 

 

1,716

 

 

Goodwill

 

December 31, 2015

HCP Florida

 

 

5,800

 

 

Goodwill

 

December 31, 2015

International operations

 

 

4,065

 

 

Goodwill

 

June 30, 2015

Total goodwill impairment charges

 

 

192,834

 

 

 

 

 

HCP Nevada

 

 

17,400

 

 

Indefinite-lived license

 

December 31, 2015

Total intangible impairment charges

 

$

210,234

 

 

 

 

 

 

The final amount of the impairment charges for the Company’s HCP reporting units included above will depend upon the final outcome of the related valuation work, which we expect will be completed in the first quarter of 2016.

The Company’s HCP Nevada, HCP Florida, HCP Colorado and Kidney Care Malaysia reporting units remain at risk of further goodwill impairment. As of December 31, 2015, these reporting units have goodwill amounts of $424,468, $530,075, $16,897, and $13,329, respectively. As of December 31, 2015, the estimated fair values of the HCP Nevada, HCP Florida, HCP Colorado and Kidney Care Malaysia reporting units exceeded (fell short of) from their total carrying amounts by approximately (3.4)%, 0.7%, 9.5% and 11.2%, respectively.

For the Company’s at-risk HCP reporting units, further reductions in reimbursement rates or other significant adverse changes in expected future cash flows or valuation assumptions could result in further goodwill impairment charges in the future. For example, a sustained, long-term reduction of 3% in operating income for HCP Nevada or HCP Florida could reduce their estimated fair values by up to 2.0% and 1.6%, respectively. Separately, an increase in their respective discount rates of 100 basis points could reduce the estimated fair values of HCP Nevada and HCP Florida by up to 2.9% and 2.8%, respectively.

Except as described above, none of the goodwill associated with the Company’s various other reporting units was considered at risk of impairment as of December 31, 2015. Since the dates of the Company’s last annual goodwill impairment tests, there have been certain developments, events, changes in operating performance and other changes in key circumstances that have affected the Company’s businesses. However, these did not cause management to believe it is more likely than not that the fair value of any of its reporting units would be less than its carrying amount.