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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets GOODWILL AND INTANGIBLE ASSETS
    During the year ended December 31, 2019, we early adopted ASU No. 2017-04 which removed the Step 2 requirement in instances when the carrying value of a reporting unit exceeds its fair value. Prospectively, if a reporting unit’s carrying value exceeds its fair value, we will record an impairment charge in the amount of the difference, limited to the amount of goodwill attributed to that reporting unit.
    
    Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions):
CSCA
CSCI(1)
RX(2)
Total
Balance at December 31, 2018$1,713.7 $1,151.3 $1,114.8 $3,979.8 
Impairments— — (109.2)(109.2)
Business divestitures(42.2)— — (42.2)
Business acquisitions223.0 68.1 — 291.1 
Currency translation adjustments4.6 (15.7)8.3 (2.8)
Balance at December 31, 20191,899.1 1,203.7 1,013.9 4,116.7 
Impairments— — (346.8)(346.8)
Business divestitures— (115.6)— (115.6)
Business acquisitions14.8 7.3 — 22.1 
Purchase accounting adjustments (10.4)12.0 — 1.6 
Currency translation adjustments1.5 83.3 6.0 90.8 
Balance at December 31, 2020$1,905.0 $1,190.7 $673.1 $3,768.8 

(1) We had accumulated goodwill impairments of $868.4 million as of December 31, 2019 and December 31, 2020.
(2) We had accumulated goodwill impairments of $109.2 million and $456.0 million as of December 31, 2019 and December 31, 2020, respectively.
RX U.S. Reporting Unit Goodwill

On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the consideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. While this was a subsequent event, negotiations during the three months ended December 31, 2020 and leading up to the definitive agreement were considered a triggering event to perform a quantitative impairment test as of December 31, 2020. As a result, we determined the reporting unit’s carrying value exceeded estimated fair value. We recognized a goodwill impairment of $144.4 million, leaving $673.1 million of goodwill in the reporting unit as of December 31, 2020 (refer to Note 7).

During the three months ended September 26, 2020, our RX U.S. reporting unit had an indication of potential impairment driven primarily by the stoppage of production and distribution of albuterol sulfate inhalation aerosol and voluntary nationwide recall to the retail level as a result of reports that some units may not dispense due to clogging, combined with a decline in market multiples. We prepared an impairment test as of September 26, 2020 and determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recognized a goodwill impairment of $202.4 million, leaving $811.1 million of goodwill in this reporting unit after the impairment. The change in fair value from previous estimates was driven by the financial impact of the recall in the current period and related changes in estimates of future cash flows (refer to Note 7).

In conjunction with our annual impairment test, during the three months ended December 31, 2019, we tested our RX U.S. reporting unit for impairment. As a result, we determined its carrying value exceeded estimated fair value by $109.2 million, therefore, we recognized an impairment. The change in fair value from previous estimates was driven by industry and market factors that led to reduced projections of future cash flows (refer to Note 7).

During the three months ended June 29, 2019, our RX U.S. reporting unit had an indication of potential impairment which was driven by a combination of industry and market factors and uncertainty related to the timing and associated cash flows of the projected albuterol sulfate inhalation aerosol (generic equivalent to ProAir® HFA). We prepared an impairment test as of June 29, 2019 and determined that the fair value of the RX U.S. reporting unit continued to exceed net book value by approximately 10%. The excess was lower than our annual impairment test as of September 30, 2018, in which fair value exceeded carrying value by more than 25%. While no impairment was recorded as of June 29, 2019, we continue monitoring developments such as deterioration in business performance or market multiples which could reduce the fair value of this reporting unit and lead to impairment.

BCS Reporting Unit Goodwill

During the three months ended June 27, 2020, our Branded Consumer Self-care ("BCS") reporting unit included in the CSCI segment had an indication of potential impairment which was driven by a decrease in forecasted cash flows in the second half of 2020 related to impacts from the COVID-19 pandemic. We prepared an impairment test as of June 27, 2020 and determined that the fair value of the BCS reporting unit exceeded net book value by less than 10%, consistent with our last annual impairment test as of October 1, 2019. While no impairment was recorded as of June 27, 2020, future developments such as deterioration in business performance or market multiples could reduce the fair value of this reporting unit and lead to impairment in a future period. There was no indication of impairment during the six months ended December 31, 2020. Goodwill remaining in this reporting unit was $1,049.2 million as of December 31, 2020.

Animal Health Goodwill

    During the three months ended September 29, 2018, the animal health reporting unit continued to experience declines in its year-to-date financial results and had additional indications of potential impairment due to changes in channel dynamics, a strategic decision to re-prioritize brands, and a decline in the forecasted outlook of the reporting unit. Step one of the goodwill impairment test indicated that the fair value of the animal health reporting unit was below its net book value. We recorded a $136.7 million goodwill impairment charge in the third quarter of 2018 within our CSCA segment.
    Intangible assets and the related accumulated amortization consisted of the following (in millions):
Year Ended
 December 31, 2020December 31, 2019
 GrossAccumulated
Amortization
GrossAccumulated
Amortization
Indefinite-lived intangibles:
Trademarks, trade names, and brands$4.3 $— $18.8 $— 
In-process research and development10.8 — 50.0 — 
Total indefinite-lived intangibles$15.1 $— $68.8 $— 
Definite-lived intangibles:
Distribution and license agreements and supply agreements$126.5 $87.5 $126.7 $81.1 
Developed product technology, formulations, and product rights1,363.6 765.9 1,392.8 755.3 
Customer relationships and distribution networks1,934.6 836.4 1,805.6 671.4 
Trademarks, trade names, and brands1,586.6 347.2 1,353.5 250.1 
Non-compete agreements5.2 5.2 6.5 6.0 
Total definite-lived intangibles$5,016.5 $2,042.2 $4,685.1 $1,763.9 
Total intangible assets$5,031.6 $2,042.2 $4,753.9 $1,763.9 
    Certain intangible assets are denominated in currencies other than U.S. dollar; therefore, their gross and net carrying values are subject to foreign currency movements.

    The remaining weighted-average useful life for our amortizable intangible assets by asset class at December 31, 2020 was as follows:
Amortizable Intangible Asset CategoryRemaining Weighted-Average Useful Life (Years)
Distribution and license agreements and supply agreements7
Developed product technology, formulations, and product rights12
Customer relationships and distribution networks16
Trademarks, trade names, and brands16

    We recorded amortization expense of $294.7 million, $305.5 million, and $333.6 million during the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively.

    Our estimated future amortization expense is as follows (in millions):
YearAmount
2021$282.2 
2022252.7 
2023237.3 
2024225.4 
2025214.8 
Thereafter1,761.9 
Generic Product (equivalent to Benzaclin®)

    During the year ended December 31, 2019, we identified impairment indicators on a definite-lived intangible asset related to our clindamycin and benzoyl peroxide topical gel (generic equivalent to Benzaclin®) in our RX segment. Increases in competition caused price erosion that lowered our long-range revenue forecast, which indicated the asset was no longer recoverable and was impaired. We recorded an asset impairment of $21.2 million (refer to Note 7).

Licensed Pain Relief Products

    During the year ended December 31, 2019, following commercial launch delays relating to certain pain relief products that we licensed from a third party, the licensor determined that it would not extend the license agreement upon expiration. As a result, we determined the asset was fully impaired and recorded an asset impairment of $9.7 million relating to this license, which we had reported as a definite-lived intangible asset in our CSCI segment (refer to Note 7).

Evamist Branded Product

    During the year ended December 31, 2019, we identified impairment indicators related to our Evamist branded product, which is a definite-lived intangible asset in our RX segment. The indicators related to a decline in sales volume and a corresponding reduction in our long-range revenue forecast. We recorded an asset impairment of $10.8 million (refer to Note 7).

Generic Product

    During the year ended December 31, 2019, we identified impairment indicators for a certain definite-lived asset related to changes in pricing and competition in the market, which lowered the projected cash flows we expect to generate from the asset. We recorded an asset impairment of $27.8 million in our RX segment (refer to Note 3 and Note 7).

In-process R&D ("IPR&D")

    We recorded an impairment charge of $5.8 million and $8.7 million on certain IPR&D assets during the years ended December 31, 2019, and December 31, 2018, respectively, due to changes in the projected development and regulatory timelines for various projects.

Animal Health Intangible Assets
    
During the three months ended September 29, 2018, we performed a recoverability test of the definite-lived intangibles and determined a significant asset group was not recoverable and determined the fair value of the indefinite-lived intangible asset had fallen below its net book value. We recorded an impairment charge in the third quarter of 2018 in our CSCA segment comprised of a brand indefinite-lived intangible asset impairment charge of $27.7 million, a developed product technology and distribution agreement definite-lived intangible asset impairment of $41.6 million, a supply agreement definite-lived intangible asset impairment of $2.8 million, and a trade name and trademark definite-lived intangible asset impairment of $4.5 million (refer to Note 7).

As a result of the strategic decision to re-prioritize a brand within the indefinite-lived asset, we reassessed the useful life of the indefinite-lived intangible asset and reclassified a $5.4 million indefinite-lived intangible asset to a definite-lived asset within the CSCA segment as of September 29, 2018. Subsequently, during the three months ended September 28, 2019, we completed the sale of our animal health business to PetlQ (refer to Note 3).