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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

Goodwill and Other Indefinite-Lived Intangible Assets

 

The Company has approximately $1.5 billion of goodwill and $490 million of identified intangible assets at December 31, 2022.

Goodwill is identified by segment as follows (in millions):

 

 

 

Wellbore Technologies

 

 

Completion & Production Solutions

 

 

Rig Technologies

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

308

 

 

 

473

 

 

 

712

 

 

 

1,493

 

Goodwill acquired during period

 

 

34

 

 

 

 

 

 

 

 

 

34

 

Balance at December 31, 2021

 

$

342

 

 

$

473

 

 

$

712

 

 

$

1,527

 

Goodwill acquired during period

 

 

3

 

 

 

7

 

 

 

 

 

 

10

 

Adjustment during the measurement period of assets acquired

 

 

(32

)

 

 

 

 

 

 

 

 

(32

)

Balance at December 31, 2022 (1)

 

$

313

 

 

$

480

 

 

$

712

 

 

$

1,505

 

 

(1)
Accumulated goodwill impairment was $7,261 million as of December 31, 2022.

 

 

Identified intangible assets with determinable lives consist primarily of customer relationships, trademarks, trade names, patents, and technical drawings acquired in acquisitions, and are being amortized in a manner consistent with the underlying cash flows over the estimated useful lives of 2-40 years. Amortization expense of identified intangibles is expected to be approximately $44 million, $39 million, $36 million, $34 million, and $30 million for the next five years.

The net book values of identified intangible assets are identified by segment as follows (in millions):

 

 

 

Wellbore Technologies

 

 

Completion & Production Solutions

 

 

Rig Technologies

 

 

Total

 

Balance at December 31, 2020

 

$

253

 

 

$

47

 

 

$

227

 

 

$

527

 

Additions to intangible assets

 

 

22

 

 

 

 

 

 

 

 

 

22

 

Amortization

 

 

(10

)

 

 

(5

)

 

 

(28

)

 

 

(43

)

Currency translation adjustments

 

 

(1

)

 

 

 

 

 

(2

)

 

 

(3

)

Balance at December 31, 2021

 

$

264

 

 

$

42

 

 

$

197

 

 

$

503

 

Additions to intangible assets

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Adjustment during the measurement period of assets acquired

 

 

32

 

 

 

 

 

 

 

 

 

32

 

Amortization

 

 

(17

)

 

 

(5

)

 

 

(29

)

 

 

(51

)

Currency translation adjustments

 

 

 

 

 

 

 

 

3

 

 

 

3

 

Balance at December 31, 2022

 

$

282

 

 

$

37

 

 

$

171

 

 

$

490

 

 

Identified intangible assets by major classification consist of the following (in millions):

 

 

 

Gross

 

 

Accumulated
Amortization

 

 

Net Book Value

 

December 31, 2021:

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

471

 

 

$

(323

)

 

$

148

 

Trademarks

 

 

174

 

 

 

(122

)

 

 

52

 

Patents

 

 

145

 

 

 

(59

)

 

 

86

 

Indefinite-lived trade names

 

 

196

 

 

 

 

 

 

196

 

Other

 

 

82

 

 

 

(61

)

 

 

21

 

Total identified intangibles

 

$

1,068

 

 

$

(565

)

 

$

503

 

December 31, 2022:

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

499

 

 

$

(351

)

 

$

148

 

Trademarks

 

 

173

 

 

 

(127

)

 

 

46

 

Patents

 

 

128

 

 

 

(66

)

 

 

62

 

Indefinite-lived trade names

 

 

196

 

 

 

 

 

 

196

 

Other

 

 

104

 

 

 

(66

)

 

 

38

 

Total identified intangibles

 

$

1,100

 

 

$

(610

)

 

$

490

 

 

Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and intangibles with indefinite lives are not amortized. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of a business combination. The recoverability of goodwill and indefinite-lived intangibles is assessed annually, or more frequently as needed when events or changes

have occurred that would suggest an impairment of carrying value, by determining whether the fair values of the applicable reporting units exceed their carrying values.

 

The impairment analysis compares the reporting unit’s carrying value to the respective fair value. Fair value of the reporting unit is determined using significant unobservable inputs, or level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgments, using discounted cash flow.

 

The discounted cash flow is based on management’s forecast of operating performance for the reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each reporting unit and its weighted average cost of capital. The starting point for each of the reporting unit’s cash flow from operations is the detailed annual plan or updated forecast. Cash flows beyond the updated forecasted operating plans are estimated using a terminal value calculation, which incorporates historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates. The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend.

 

Management reviews finite-lived intangibles for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the finite-lived intangibles are estimated over the intangible asset’s useful life based on updated projections on an undiscounted basis. If the evaluation indicates that the carrying value of the finite-lived intangible asset may not be recoverable, the potential impairment is measured at fair value.

 

During the fourth quarter of 2022, the Company performed its annual impairment test, as described in ASC Topic 350, as of October 1, 2022. Based on the Company’s annual impairment test, the calculated fair values for all of the Company’s reporting units with remaining goodwill were in excess of the respective reporting unit’s carrying value. During the first quarter of 2020, negative market indicators constituted a triggering event and the results of the Company’s test for impairment resulted in the Company recording $1,295 million in impairment charges to goodwill. Additionally, $83 million in charges to indefinite-lived intangible assets were recorded in 2020 for this triggering event.

 

The goodwill and indefinite-lived intangible impairment during 2020 was a triggering event that indicated that the Company’s long-lived tangible assets and finite-lived intangible assets were also impaired. Impairment testing determined that certain long-lived assets associated with most of the Company’s asset groups were not recoverable. The estimated fair value of these asset groups was below the carrying value and as a result, during the first quarter of 2020, the Company recorded impairment charges of $209 million to customer relationships, patents, trademarks, tradenames, and other finite- lived intangible assets, $262 million to property, plant and equipment, and $42 million for right-of-use assets. Additionally, the Company recorded a $224 million impairment on its equity investment in unconsolidated affiliates.

 

No impairment of goodwill or indefinite-lived intangible assets was recorded in 2022 or 2021.