Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2018

NOTE 4. Goodwill and Intangible Assets

There were no acquisitions that closed during the first six months of 2018. The acquisition activity in the following table relates to the net impact of adjustments to the preliminary allocation of purchase price within the one year measurement period following prior acquisitions, which decreased goodwill by $16 million during the six months ended June 30, 2018. Divestiture activity within the Electronics and Energy business segment relates to the sale of substantially all of the Communication Markets Division. The amounts in the “Translation and other” column in the following table primarily relate to changes in foreign currency exchange rates. The goodwill balances by business segment as of December 31, 2017 and June 30, 2018, follow:

Goodwill


	December 31, 2017		Acquisition		Divestiture		Translation		June 30, 2018
(Millions)	Balance		activity		activity		and other		Balance
Industrial	$	2,678	$	—	$	(4)	$	(44)	$	2,630
Safety and Graphics		4,419		(16)		(8)		(57)		4,338
Health Care		1,682		—		—		(19)		1,663
Electronics and Energy		1,524		—		(247)		(10)		1,267
Consumer		210		—		—		(1)		209
Total Company	$	10,513	$	(16)	$	(259)	$	(131)	$	10,107

Accounting standards require that goodwill be tested for impairment annually and between annual tests in certain circumstances such as a change in reporting units or the testing of recoverability of a significant asset group within a reporting unit. At 3M, reporting units generally correspond to a division.

As described in Note 16, effective in the first quarter of 2018, the Company changed its business segment reporting in its continuing effort to improve the alignment of its businesses around markets and customers. In addition, certain shared film manufacturing and supply technology platform resources formerly reflected within the Electronics and Energy business segment were combined with other shared and centrally managed material resource centers of expertise within Corporate and Unallocated. For any product changes that resulted in reporting unit changes, the Company applied the relative fair value method to determine the impact on goodwill of the associated reporting units. During the first quarter of 2018, the Company completed its assessment of any potential goodwill impairment for reporting units impacted by this new structure and determined that no impairment existed.

Acquired Intangible Assets

The carrying amount and accumulated amortization of acquired finite-lived intangible assets, in addition to the balance of non-amortizable intangible assets, as of June 30, 2018, and December 31, 2017, follow:


	June 30,		December 31,
(Millions)	2018		2017
Customer related intangible assets	$	2,302	$	2,332
Patents		554		561
Other technology-based intangible assets		578		583
Definite-lived tradenames		676		678
Other amortizable intangible assets		204		207
Total gross carrying amount	$	4,314	$	4,361

Accumulated amortization — customer related		(931)		(874)
Accumulated amortization — patents		(491)		(489)
Accumulated amortization — other technology based		(312)		(292)
Accumulated amortization — definite-lived tradenames		(272)		(256)
Accumulated amortization — other		(164)		(162)
Total accumulated amortization	$	(2,170)	$	(2,073)

Total finite-lived intangible assets — net	$	2,144	$	2,288

Non-amortizable intangible assets (primarily tradenames)		643		648
Total intangible assets — net	$	2,787	$	2,936

3M does not amortize certain acquired tradenames because they have been in existence for over 55 years, have a history of leading-market share positions, are intended to be continuously renewed, and the associated products are expected to generate cash flows for 3M for an indefinite period of time.

Amortization expense for acquired intangible assets for the three and six months ended June 30, 2018 and 2017 follows:


	Three months ended				Six months ended
	June 30,				June 30,
(Millions)	2018		2017		2018		2017
Amortization expense	$	63	$	47	$	127	$	111

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2018:


	Remainder of												After
(Millions)	2018		2019		2020		2021		2022		2023		2023
Amortization expense	$	123	$	241	$	229	$	220	$	206	$	175	$	950

The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, accelerated amortization of intangible assets and other events. 3M expenses the costs incurred to renew or extend the term of 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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