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GOODWILL AND OTHER INTANGIBLE ASSETS
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

 

NOTE 8—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.

 

As discussed in Note 1, Nature of Operations and Organization, and Note 22, Segment Reporting, in the third quarter of 2019, we terminated the previously announced sale process for our industrial storage tank business. As a result of our decision to retain that business, starting January 1, 2020, we changed the structure of our internal organization and formed a new segment for our industrial storage tank business (“Storage Solutions”). Previously disclosed reporting segment financial information has been recast to reflect the above change.

 

Goodwill attributable to the Storage Solutions reporting segment, which also represents a reporting unit, was allocated from our EARC and MENA reporting units based on the relative fair values of the operations transferred pursuant to the reorganization. The goodwill allocated to Storage Solutions was $9 million as of January 1, 2020.

 

The changes in the carrying amount of goodwill during the three months ended March 31, 2020 were as follows:

 

 

 

EARC

 

 

MENA

 

 

Storage Solutions

 

 

Total

 

 

 

(In millions)

 

Balance as of January 1, 2020 (1)

 

$

91

 

 

$

47

 

 

$

9

 

 

$

147

 

Goodwill impairment

 

 

(91

)

 

 

-

 

 

 

-

 

 

 

(91

)

Balance as of March 31, 2020

 

$

-

 

 

$

47

 

 

$

9

 

 

$

56

 

 

(1)

As of January 1, 2020, we had approximately $3.5 billion of cumulative impairment charges recorded in conjunction with our impairment assessments performed during 2019 and 2018, as previously described in the 2019 Form 10-K.

Discontinued Operations— In connection with the entry of the Confirmation Order, the Lummus Technology sale, primarily represented by our Technology reporting segment, was approved by the Bankruptcy Court, as discussed in Note 3, Reorganization. During the first quarter of 2020, we classified our Technology reporting segment as a discontinued operation. Goodwill associated with our Technology reporting segment was approximately $1.1 billion as of March 31, 2020 and December 31, 2019.

Impairment AssessmentFollowing our reorganization and new reporting structure with Storage Solutions as a reporting unit as of January 1, 2020, goodwill impairment assessments were performed on our EARC, MENA and Storage Solutions reporting units.

 

Based on our quantitative assessments, we determined that, as of March 31, 2020, the goodwill associated with our EARC reporting unit was fully impaired, primarily due to updates to the 2020 management budget. We determined the goodwill associated with our MENA and Storage Solutions reporting units was not impaired, as the fair value of each such reporting unit exceeded its net book value by 219% and 143%, respectively. The EARC goodwill impairment did not have a net tax benefit.

Key assumptions used in deriving the reporting units’ fair values included the use of significant unobservable inputs, representative of a Level 3 fair value measurement, and included, but were not limited to, the following assumptions:

 

 

 

Discount rate

 

 

Compound annual growth rate

 

 

Terminal growth rate

 

EARC

 

 

35.5

%

 

 

41.3

%

 

 

2

%

MENA

 

 

37.0

%

 

 

24.0

%

 

 

2

%

Storage Solutions

 

 

18.5

%

 

 

39.7

%

 

 

2

%

 

Project-Related and Other Intangibles

During the first quarter of 2020, we determined there were indicators of impairment related to our NCSA trade names intangible asset, resulting from incremental unfavorable changes in estimates to complete certain key 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.

A test of recoverability was performed as of March 31, 2020, indicating that the NCSA trade names intangible asset 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 $3 million. Key inputs leading to the impairment included 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 judgment and were representative of a Level 3 fair value measurement.

Our other intangible assets associated with our reporting segments included in continuing operations as of March 31, 2020 and December 31, 2019, including the weighted-average useful lives as of March 31, 2020, were as follows:

 

 

 

 

 

 

 

March 31, 2020

 

 

December 31, 2019

 

 

 

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

 

 

10

 

 

$

80

 

 

$

(15

)

 

$

65

 

 

$

80

 

 

$

(13

)

 

$

67

 

Trade names

 

 

10

 

 

 

121

 

 

 

(26

)

 

 

95

 

 

 

125

 

 

 

(22

)

 

 

103

 

Customer relationships

 

 

5

 

 

 

14

 

 

 

(9

)

 

 

5

 

 

 

14

 

 

 

(8

)

 

 

6

 

Trademarks

 

 

10

 

 

 

4

 

 

 

(1

)

 

 

3

 

 

 

4

 

 

 

(1

)

 

 

3

 

      Total (1)

 

 

 

 

 

$

219

 

 

$

(51

)

 

$

168

 

 

$

223

 

 

$

(44

)

 

$

179

 

 

 

(1)

Amortization expense is anticipated to be $24 million, $27 million, $20 million, $19 million and $19 million for the remainder of 2020, 2021, 2022, 2023 and 2024, respectively.

Our project-related intangibles as of March 31, 2020 and December 31, 2019, including the weighted-average useful lives as of March 31, 2020, were as follows:

 

 

 

 

 

 

 

March 31, 2020

 

 

December 31, 2019

 

 

 

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

 

 

3

 

 

$

166

 

 

$

(139

)

 

$

27

 

 

$

166

 

 

$

(133

)

 

$

33

 

Project-related intangible liabilities

 

 

2

 

 

 

(109

)

 

 

101

 

 

 

(8

)

 

 

(109

)

 

 

99

 

 

 

(10

)

Total (1)

 

 

 

 

 

$

57

 

 

$

(38

)

 

$

19

 

 

$

57

 

 

$

(34

)

 

$

23

 

 

 

(1)

Amortization expense is anticipated to be $10 million, $4 million, $3 million and $2 million for the remainder of 2020, 2021, 2022 and 2023, respectively.

 

Other intangible assets and project-related intangibles associated with discontinued operations, primarily represented by our Technology segment, were $561 million and $13 million as of March 31, 2020, and $573 million and $15 million as of December 31, 2019, respectively.