XML 31 R12.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Business Combinations | 12 Months Ended
--- | ---
Jan. 03, 2020
Business Combinations [Abstract] |
Business Combinations | BUSINESS COMBINATIONS During fiscal 2019, 2018, and 2017, the Company acquired multiple businesses, all with cash consideration. The Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition. During fiscal 2019, the Company acquired four businesses, with total purchase consideration of $247.0 million. The acquisitions were not significant individually or in the aggregate. The largest acquisition was Azteca Systems LLC (dba "Cityworks"), a privately-held company that provides enterprise asset management (EAM) software for utilities and local government, based in Sandy, Utah. In the aggregate, the businesses acquired during fiscal 2019 collectively contributed less than 1% percent to the Company's total revenue during fiscal 2019. During fiscal 2018, the Company acquired six businesses, with total purchase consideration of $1.8 billion, including the acquisitions of Waterfall Holdings, Inc., the holding company of Viewpoint, Inc. (“Viewpoint”), and e-Builder, Inc. ("e-Builder") having cash transactions valued at $1,212.1 million and $485.5 million, respectively. In the aggregate, the businesses acquired during fiscal 2018 contributed approximately 5% percent to the Company's total revenue during fiscal 2018. During fiscal 2017, the Company acquired ten businesses, with total purchase consideration of $331.2 million. The largest acquisition was Müller-Elektronik, a privately held German company specializing in implement control and precision farming solutions. In the aggregate, the businesses acquired during fiscal 2017 contributed less than 2% percent to the Company's total revenue during fiscal 2017. The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of each acquisition. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. For the acquisitions in fiscal 2019, the preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations and estimates, and assumptions are subject to change within the measurement period (up to one year from the acquisition date). Acquisition costs of $20.5 million, $38.9 million, and $7.4 million in fiscal 2019, 2018, and 2017, respectively, were expensed as incurred and are included in General and administrative expenses in the Consolidated Statements of Income. The following table summarizes the Company’s business combinations completed during fiscal 2019, 2018, and 2017:
Fiscal Years | 2019 |  | 2018 |  | 2017
(In millions) |  |  |  |  |
Fair value of total purchase consideration | $ | 247.0 |  |  | $ | 1,782.9 |  |  | $ | 331.2 |
Less fair value of net assets acquired: |  |  |  |  |
Net tangible assets acquired | 6.7 |  |  | 5.0 |  |  | 29.7 |
Identified intangible assets | 104.6 |  |  | 568.3 |  |  | 166.7 |
Deferred taxes | (3.4 | ) |  | (89.2 | ) |  | (5.8 | )
Goodwill | $ | 139.1 |  |  | $ | 1,298.8 |  |  | $ | 140.6 |
Intangible Assets The following table presents details of the Company’s total intangible assets:
|  | At the End of Fiscal 2019 |  | At the End of Fiscal 2018
(In millions) | Weighted-Average Useful Lives (in years) | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Developed product technology | 6 | $ | 1,266.7 |  |  | $ | (923.4 | ) |  | $ | 343.3 |  |  | $ | 1,220.3 |  |  | $ | (825.3 | ) |  | $ | 395.0 |
Trade names and trademarks | 5 | 74.8 |  |  | (59.8 | ) |  | 15.0 |  |  | 72.9 |  |  | (53.3 | ) |  | 19.6 |
Customer relationships | 8 | 769.8 |  |  | (465.6 | ) |  | 304.2 |  |  | 715.1 |  |  | (406.5 | ) |  | 308.6 |
Distribution rights and other intellectual properties | 6 | 79.7 |  |  | (63.5 | ) |  | 16.2 |  |  | 84.4 |  |  | (63.3 | ) |  | 21.1 |
|  | $ | 2,191.0 |  |  | $ | (1,512.3 | ) |  | $ | 678.7 |  |  | $ | 2,092.7 |  |  | $ | (1,348.4 | ) |  | $ | 744.3 |
The estimated future amortization expense of intangible assets at the end of fiscal 2019 is as follows (in millions):
2020 | $ | 152.7 |
2021 | 131.6 |
2022 | 112.4 |
2023 | 98.8 |
2024 | 73.1 |
Thereafter | 110.1 |
Total | $ | 678.7 |
Goodwill The changes in the carrying amount of goodwill by segment for fiscal 2019 are as follows:
(In millions) | Buildings and Infrastructure |  | Geospatial |  | Resources and Utilities |  | Transportation |  | Total
At the end of fiscal 2018 | $ | 1,970.2 |  |  | $ | 403.1 |  |  | $ | 305.7 |  |  | $ | 861.0 |  |  | $ | 3,540.0 |
Additions due to acquisitions | 0.3 |  |  | — |  |  | 138.8 |  |  | — |  |  | 139.1 |
Purchase price and foreign currency translation adjustments | 2.5 |  |  | (1.6 | ) |  | 0.9 |  |  | (0.3 | ) |  | 1.5 |
At the end of fiscal 2019 | $ | 1,973.0 |  |  | $ | 401.5 |  |  | $ | 445.4 |  |  | $ | 860.7 |  |  | $ | 3,680.6 |
Viewpoint and e-Builder acquisitions On February 2, 2018, the Company completed the acquisition of e-Builder in an all-cash transaction valued at $485.5 million. e-Builder is a SaaS-based construction program management solution for capital program owners and program management firms that provides an integrated project delivery solution for owners, program managers, and contractors across the design, construct, and operate life cycle. On July 2, 2018, the Company acquired all of the outstanding shares of Viewpoint, in an all-cash transaction valued at $1,212.1 million. Viewpoint is a provider of construction management software, which integrates a contractor’s financial and resource management to their project operations in the field. The integration across the office, team, and field workflows enable contractors to employ Viewpoint to effectively manage and gain visibility over data and workflows that span the construction life cycle from pre-production planning, to product operations and supply chain management, through project hand over and asset operation and maintenance. Viewpoint and e-Builder’s results of operations since their respective acquisition dates have been included in the Company’s Consolidated Statements of Income since their respective acquisitions dates. Both Viewpoint and e-Builder's performance are reported under the Buildings and Infrastructure segment. The two acquisitions were funded through the use of approximately $211.2 million of the Company’s existing cash, with the remainder funded through the issuance of senior notes and the Company’s 2018 Credit Facility. The following table summarizes the consideration transferred to acquire Viewpoint and e-Builder, the assets acquired, and liabilities assumed, and the estimated useful lives of the identifiable intangible assets as of the date of the acquisition:
| Viewpoint |  |  |  | e-Builder |  |  |
(In millions) |  |  |  |  |  |  |  |
Total purchase consideration | $ | 1,212.1 |  |  |  |  | $ | 485.5 |  |  |  |
Net tangible assets (liabilities) acquired | (0.6 | ) |  |  |  | 2.0 |  |  |  |
Intangible assets acquired: |  |  | Estimated Useful Life |  |  |  | Estimated Useful Life |
Developed product technology | 225.4 |  |  | 6 years |  | 60.5 |  |  | 7 years |
In-Process Research & Development | 12.9 |  |  | n/a |  | — |  |  |  |
Order backlog | — |  |  |  |  | 1.7 |  |  | 6 months |
Customer relationships | 158.6 |  |  | 10 years |  | 42.4 |  |  | 10 years |
Trade name | 8.9 |  |  | 5 years |  | 4.8 |  |  | 7 years |
Favorable Lease | 4.3 |  |  | 4 - 9 years |  | — |  |  |  |
Subtotal | 410.1 |  |  |  |  | 109.4 |  |  |  |
Deferred tax liability | (61.2 | ) |  |  |  | (18.2 | ) |  |  |
Less fair value of all assets/liabilities acquired | 348.3 |  |  |  |  | 93.2 |  |  |  |
Goodwill | $ | 863.8 |  |  |  |  | $ | 392.3 |  |  |  |
Goodwill consisted of highly skilled and valuable assembled workforce, a proven ability to generate new products and services to drive future revenue, and a premium paid by the Company for synergies unique to its business. The Company recorded $863.8 million and $392.3 million of goodwill from Viewpoint and e-Builder acquisitions, respectively.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration