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GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

 

Our goodwill balance is attributable to the excess of the purchase price over the fair value of net assets acquired in connection with the Combination. The changes in the carrying amount of goodwill during the nine months ended September 30, 2019 were as follows:

 

 

 

NCSA

 

 

EARC

 

 

MENA

 

 

Technology

 

 

Total

 

 

 

(In millions)

 

Balance as of December 31, 2018 (1)

 

$

1,041

 

 

$

421

 

 

$

46

 

 

$

1,146

 

 

$

2,654

 

Adjustments to finalize purchase accounting estimates (2)

 

 

160

 

 

 

-

 

 

 

4

 

 

 

4

 

 

 

168

 

Allocated to APP for disposal

 

 

(90

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(90

)

Currency translation adjustments

 

 

-

 

 

 

(12

)

 

 

-

 

 

 

(15

)

 

 

(27

)

Goodwill impairment

 

 

(1,111

)

 

 

(259

)

 

 

-

 

 

 

-

 

 

 

(1,370

)

Balance as of September 30, 2019

 

$

-

 

 

$

150

 

 

$

50

 

 

$

1,135

 

 

$

1,335

 

 

(1)

As of December 31, 2018, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment assessment performed during the fourth quarter of 2018, as further described in the 2018 Form 10-K.

(2)

Our purchase accounting allocation was finalized in the second quarter of 2019. See Note 3, Business Combination for further discussion.  

During the third quarter of 2019, we experienced significant and sustained deterioration in our enterprise market capitalization due to a decline in the trading price of our common stock. In addition, during the third quarter of 2019, we recognized incremental unfavorable changes in cost estimates to complete the Cameron and Freeport LNG projects (see Note 5, Revenue Recognition, and Note 6, Project Changes in Estimates, for discussion), which resulted in a deterioration in our future cash flow expectations and an increase in our associated risk assumptions. As a result of these triggering events and circumstances, we determined that it was more likely than not that the fair values of our reporting units were below their respective carrying values. Accordingly, we performed an interim quantitative impairment assessment as of August 31, 2019 on our NCSA, EARC, MENA and Technology reporting units.

 

To determine the fair value of our reporting units and test for impairment, we utilized an income approach (discounted cash flow method), as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. We generally do not utilize a market approach given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we consider such market indicators as well as market participant assumptions in our discounted cash flow analysis and determination of fair value. The discounted cash flow methodology is based, to a large extent, on assumptions about future events, which may or may not occur as anticipated, and such deviations could have a significant impact on the calculated estimated fair values of our reporting units. These assumptions included the use of significant unobservable inputs, representative of a Level 3 fair value measurement, and included, but were not limited to, estimates of discount rates, future growth rates and terminal values for each reporting unit.

 

The discounted cash flow analysis for each of our reporting units included forecasted cash flows over a five-year forecast period (2019 through 2023), with our updated 2019 management budget used as the basis for our projections. These forecasted cash flows took into consideration historical and recent results, the reporting unit’s backlog and near-term prospects and management’s outlook for the future. A terminal value was also calculated using a terminal value growth assumption to derive the annual cash flows after the discrete forecast period. A reporting unit specific discount rate was applied to the forecasted cash flows and terminal cash flows to determine the discounted future cash flows, or fair value, of each reporting unit. Our assessment took into consideration the incremental changes in project estimates discussed above and reflected the increased market risk surrounding the award and execution of future projects. We also adjusted our cost of capital assumptions to be in-line with recent market indicators for our company and industry.

 

Based on our quantitative assessments, goodwill for our NCSA reporting unit was fully impaired, and goodwill for our EARC reporting unit was partially impaired. We determined the goodwill associated with our MENA and Technology reporting units was not impaired, as the fair value of each such reporting unit exceeded its net book value by more than 96% and 28%, respectively. The impairment did not have a net tax benefit.

The impairment primarily resulted from updates to the 2019 management budget and increases in our discount rate assumptions driven by increases in our cost of capital and risk premium assumptions associated with forecasted cash flows.

Key assumptions used in deriving the reporting units’ fair values were as follows:

 

 

 

Discount rate

 

 

Compound annual growth rate

 

 

Terminal growth rate

 

NCSA

 

 

33.0

%

 

 

29

%

 

 

2

%

EARC

 

 

33.5

%

 

 

46

%

 

 

2

%

MENA

 

 

34.0

%

 

 

17

%

 

 

2

%

Technology

 

 

15.0

%

 

 

8

%

 

 

2

%

 

We did not have indicators of impairment during the first quarter of 2019. In the second quarter of 2019, $90 million of NCSA goodwill was allocated to the APP business. Following the disposition of APP, a goodwill impairment test was performed on the retained portion of the NCSA goodwill, and no impairment was identified as a result of the assessment.

Project-Related and Other Intangibles

During the third quarter of 2019, we determined there were indicators of impairment related to our trade names intangible asset, resulting from incremental unfavorable changes in estimates to complete certain key projects, including the Cameron and Freeport LNG projects (see Note 5, Revenue Recognition and Note 6, Project Changes in Estimates, for discussion). This determination resulted in a decrease in our future attributable cash flow expectations.

In light of the impairment indicators, we also performed a review of the useful life estimate of the trade names intangible asset allocated to our NCSA reporting unit. Our assessment of the useful life took into consideration the estimated future attributable cash flows from the trade names asset based on an evaluation of associated backlog, key loss projects that remain incomplete, expected future awards and opportunities and the forecast financial performance of the NCSA reporting unit. Using our updated estimate, which reflects lower attributable cash flow benefits from the trade names intangible asset, we determined the remaining useful life of the trade names associated with our NCSA reporting unit (other than the storage tanks business) to be 1.8 years, compared to our previous estimate of 8.7 years.

Using our revised remaining useful life, a test of recoverability was performed as of August 31, 2019, indicating that the trade names intangible asset, within other intangible assets, had an undiscounted value below carrying value. As a result, we determined the fair value of the trade names intangible asset, resulting in an impairment of $140 million. Key inputs leading to the impairment included the shortened remaining useful life of the asset, updated estimated attributable cash flows based on revenue obsolescence assumptions and reductions in management’s budget. The fair value of the impaired intangible asset was determined using an income approach and was estimated based on the present value of projected future cash flows attributable to the asset. These estimates were based on unobservable inputs requiring significant judgement and were representative of a Level 3 fair value measurement.

Following the impact of the impairment charge and reduced carrying value, the impact of this change in the useful life for the trade names intangible asset was not material to the operating results for the nine months ended September 30, 2019 and is expected to result in a higher amortization expense during the remainder of 2019 and 2020 by approximately $0.4 million and $1.6 million, respectively, and a lower amortization expense in 2021 by approximately $10 million.

Our other intangible assets at September 30, 2019 and December 31, 2018, including the September 30, 2019 weighted-average useful lives, were as follows:

 

 

 

 

 

 

 

September 30, 2019

 

 

December 31, 2018

 

 

 

Weighted Average Useful Life

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

 

(In years)

 

 

(In millions)

 

Process technologies

 

 

27

 

 

$

510

 

 

$

(31

)

 

$

479

 

 

$

514

 

 

$

(14

)

 

$

500

 

Trade names

 

 

 

12

 

 

 

235

 

 

 

(29

)

 

 

206

 

 

 

401

 

 

 

(23

)

 

 

378

 

Customer relationships

 

 

10

 

 

 

123

 

 

 

(40

)

 

 

83

 

 

 

129

 

 

 

(23

)

 

 

106

 

Trademarks

 

 

10

 

 

 

26

 

 

 

(4

)

 

 

22

 

 

 

27

 

 

 

(2

)

 

 

25

 

      Total (1)

 

 

 

 

 

$

894

 

 

$

(104

)

 

$

790

 

 

$

1,071

 

 

$

(62

)

 

$

1,009

 

 

 

(1)

The decrease in other intangible assets during the nine months ended September 30, 2019 primarily related to an impairment charge of $140 million discussed above, amortization expense of $65 million, intangible assets allocated to the disposition of APP and the impact of foreign currency translation, partially offset by an increase of approximately $6 million due to the acquisition of the assets of Siluria, discussed in Note 4, Acquisition and Disposition Transactions.   Amortization expense is anticipated to be $22 million, $87 million, $70 million, $52 million and $52 million for the remainder of 2019, 2020, 2021, 2022 and 2023, respectively.

Our project-related intangibles at September 30, 2019 and December 31, 2018, including the September 30, 2019 weighted-average useful lives, were as follows:

 

 

 

 

 

 

 

September 30, 2019

 

 

December 31, 2018

 

 

 

Weighted Average Useful Life

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

 

(In years)

 

 

(In millions)

 

Project-related intangible assets

 

 

4

 

 

$

245

 

 

$

(177

)

 

$

68

 

 

$

259

 

 

$

(122

)

 

$

137

 

Project-related intangible liabilities

 

 

2

 

 

 

(109

)

 

 

85

 

 

 

(24

)

 

 

(109

)

 

 

43

 

 

 

(66

)

Total (1)

 

 

 

 

 

$

136

 

 

$

(92

)

 

$

44

 

 

$

150

 

 

$

(79

)

 

$

71

 

 

 

(1)

The decrease in project-related intangible assets during the nine months ended September 30, 2019 primarily related to amortization expense of $27 million, impairment of $3 million and the impact of foreign currency translation. Amortization expense is anticipated to be $7 million, $22 million, $5 million, $8 million and $2 million for the remainder of 2019, 2020, 2021, 2022 and 2023, respectively.