Goodwill and Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets, Net

NOTE 12

Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011 by segment are as follows:


	Industrial Process			Motion Technologies			Interconnect Solutions			Control Technologies		Total
Goodwill – January 1, 2011	$	187.6		$	48.1		$	70.4		$	185.1	$	491.2
Goodwill acquired		8.5			–			2.8			–		11.3
Adjustments to purchase price allocations		(2.3	)		–			(0.3	)		–		(2.6	)
Foreign currency		(0.6	)		(1.2	)		(0.6	)		–		(2.4	)
Goodwill – December 31, 2011		193.2			46.9			72.3			185.1		497.5
Goodwill acquired		146.5			–			–			–		146.5
Adjustments to purchase price allocations		2.6			–			–			–		2.6
Foreign currency		3.2			0.9			0.7			–		4.8
Goodwill – December 31, 2012	$	345.5		$	47.8		$	73.0		$	185.1	$	651.4

Goodwill of $12.9 was disposed of during 2012 in connection with the sale of the Shape Cutting businesses on November 13, 2012. Goodwill of $2,155.7 and $1,617.2 was disposed of during 2011 related to the Distribution of Exelis and Xylem, respectively. See Note 4, “Discontinued Operations” for further information.

Goodwill acquired during 2012 relates to the Bornemann acquisition.

Based on the results of our 2012 annual impairment test and subsequent test performed following the sale of the Shape Cutting Businesses, we determined that no impairment of goodwill existed as of either measurement date in 2012. Based on the results of our 2011 annual impairment test and subsequent tests performed as of the Distribution Date for Exelis and Xylem, we determined that no impairment of goodwill existed as of either measurement date in 2011. However, future goodwill impairment tests could result in a charge to earnings. We will continue to evaluate goodwill on an annual basis as of the beginning of our fourth fiscal quarter and whenever events and changes in circumstances indicate there may be a potential impairment.

Other Intangible Assets

Information regarding our other intangible assets is as follows:


	December 31, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Intangibles		Gross Carrying Amount		Accumulated Amortization			Net Intangibles
Customer relationships	$	84.7	$	(25.1	)	$	59.6	$	69.4	$	(19.8	)	$	49.6
Proprietary technology		29.5		(4.9	)		24.6		12.1		(3.9	)		8.2
Patents and other		18.0		(6.3	)		11.7		5.4		(2.4	)		3.0
Indefinite-lived intangibles		27.4		—			27.4		15.8		—			15.8
Other Intangible Assets	$	159.6	$	(36.3	)	$	123.3	$	102.7	$	(26.1	)	$	76.6

Intangible assets related to the acquisition of Bornemann included $11.4 of trademarks, $17.6 of customer relationships, and $17.1 of proprietary technology. The trademarks have been assigned an indefinite life. The customer relationships are expected to be amortized over a weighted average period of 9.6 years and the proprietary technology is expected to be amortized over a weighted average period of 12.2 years.

Indefinite-lived intangibles consist of brands and trademarks. Based on the results of its annual impairment tests, we determined that no impairment of the indefinite-lived intangibles existed as of the measurement date in 2012 or 2011. However, future impairment tests could result in a charge to earnings. We will continue to evaluate the indefinite-lived intangible assets on an annual basis as of the beginning of our fourth fiscal quarter and whenever events and changes in circumstances indicate there may be an indicator of potential impairment.

Customer relationships, proprietary technology and patents and other are amortized over weighted average lives of approximately 13.7 years, 13.5 years and 2.7 years, respectively.

Amortization expense related to intangible assets for 2012, 2011 and 2010 was $10.2, $8.7 and $6.3, respectively. Estimated amortization expense for each of the five succeeding years is as follows:


Year	Estimated Amortization Expense
2013	$	19.3
2014		10.7
2015		9.4
2016		9.3
2017		8.4

- 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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