NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill by segment for the year ended October 31, 2014 and 2013 (Dollars in millions):


	Rigid Industrial Packaging & Services			Paper Packaging			Flexible Products & Services			Land Management			Total
Balance at October 31, 2012	$	837.5		$	59.7		$	73.6		$	0.2		$	971.0
Goodwill acquired		—			—			—			—			—
Goodwill allocated to divestitures and businesses held for sale		—			—			—			—			—
Goodwill adjustments		1.5			0.2			—			(0.2	)		1.5
Goodwill impairment charge		—			—			—			—			—
Currency translation		21.2			—			4.7			—			25.9

Balance at October 31, 2013	$	860.2		$	59.9		$	78.3		$	—		$	998.4
Goodwill acquired		25.9			—			—			—			25.9
Goodwill allocated to divestitures and businesses held for sale		(25.5	)		(0.4	)		(21.8	)		—			(47.7	)
Goodwill adjustments		(0.8	)		—			—			—			(0.8	)
Goodwill impairment charge		—			—			(50.3	)		—			(50.3	)
Currency translation		(39.1	)		—			(6.2	)		—			(45.3	)

Balance at October 31, 2014	$	820.7		$	59.5		$	—		$	—		$	880.2

The goodwill adjustments during 2014 decreased goodwill by a net amount of $118.2 million and were primarily related to the Flexible Products & Services goodwill impairment charge and goodwill allocated to divestitures and businesses held for sale. The $50.3 million impairment charge represents the Company’s total accumulated impairment loss.

The goodwill adjustments during 2013 increased goodwill by a net amount of $27.4 million and are primarily related to the impact of foreign currency translation.

The Company reviews goodwill by reporting unit and indefinite-lived intangible assets for impairment as required by ASC 350, “Intangibles—Goodwill and Other”, either annually in the fourth quarter as of August 1, or whenever events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. The components are aggregated into reporting units for purposes of goodwill impairment testing to the extent they share similar qualitative and quantitative characteristics. The Company has five operating segments: Rigid Industrial Packaging & Services – Americas; Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific; Paper Packaging; Flexible Products & Services; and Land Management. These five operating segments are aggregated into four reportable business segments by combining the Rigid Industrial Packaging & Services – Americas and Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific operating segments. The Company’s reporting units are the same as the operating segments.

During the fourth quarter of 2014, triggering events occurred in the Flexible Products & Services reporting unit that significantly lowered the forecasted cash flow projections used by the Company during its annual impairment test. The triggering events identified are as follows:

•

During the fourth quarter of 2014, Flexible Products & Services changed the labor mix of employees at one of its facilities in Turkey, resulting in higher expected long-term overall labor costs.

•

There were also certain Flexible Products & Services businesses and facilities identified during the fourth quarter of 2014 as planned divestitures and shutdowns. These planned divestitures and shutdowns were primarily distribution locations and so reduced overall sales and topline revenue for Flexible Products & Services without reducing fixed production costs, resulting in projected decreases in gross margins and operating profit margins for the business as a whole.

•

Finally, there was a significant devaluation of the Euro that negatively impacted expected results for Flexible Products & Services, as a significant portion of its forecasted sales are to customers in the Euro zone. The devaluation is projected to have a long-term effect on the results of the Flexible Products & Services reporting unit.

Due to these events, the Company performed a goodwill impairment test as of October 31, 2014 for the Flexible Products & Services reporting unit. Based on the analysis performed as of October 31, 2014, the carrying amount of the Flexible Products & Services reporting unit exceeded the fair value of the Flexible Products & Services reporting unit and the goodwill of the Flexible Products & Services reporting unit as of October 31, 2014 was fully impaired and written off as of October 31, 2014.

The fair value was determined primarily using the income approach by discounting estimated future cash flows. Those cash flow projections were prepared based upon the evaluation of the historical performance and future growth expectations for the Flexible Products & Services segment. Revenue is based on 2015 projections with a long-term growth rate applied to future periods. The most critical assumptions within the cash flow projections are revenue growth rates and forecasted gross margin percentages. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is calculated as the difference between the fair value of the reporting unit as a whole and the fair values of the other non-goodwill assets and liabilities making up the reporting unit. Significant assumptions used in the calculation of the implied fair value include those used in the valuation of fixed assets and intangibles. Fixed assets were valued using the indirect cost approach. The customer retention model used to value the customer list intangible asset is the multi-period excess earnings method.

The estimated fair value of each of the remaining four reporting units was deemed to be substantially in excess of the carrying amount of the assets and liabilities assigned to each reporting unit. As of October 31, 2013, the Company recognized an impairment charge of $0.4 million related to certain intangible assets in our Rigid Industrial Packaging & Services segment. The Company concluded that no impairment indicators existed as of October 31, 2012.

The following table summarizes the carrying amount of net intangible assets by class as of October 31, 2014 and October 31, 2013 (Dollars in millions):


	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
October 31, 2013:
Indefinite lived:
Trademarks and patents	$	14.6	$	—	$	14.6
Definite lived:
Trademarks and patents	$	23.3	$	4.3	$	19.0
Non-compete agreements		14.6		12.6		2.0
Customer relationships		205.6		70.2		135.4
Other		23.5		9.3		14.2

Total	$	281.6	$	96.4	$	185.2

October 31, 2014:
Indefinite lived:
Trademarks and patents	$	13.8	$	—	$	13.8
Definite lived:
Trademarks and patents	$	15.3	$	4.7	$	10.6
Non-compete agreements		6.0		5.1		0.9
Customer relationships		203.3		78.8		124.5
Other		27.8		11.1		16.7

Total	$	266.2	$	99.7	$	166.5

Gross intangible assets decreased by $15.4 million for the year ended October 31, 2014. The decrease was attributable to an additional $14.4 million of gross intangibles, representing the net of acquisition and divestitures, offset by $14.8 million of currency fluctuations and the write-off of $15.0 million in certain fully-amortized assets. Amortization expense was $22.0 million, $21.2 million and $21.1 million for 2014, 2013 and 2012, respectively. Amortization expense for the next five years is expected to be $20.7 million in 2015, $19.8 million in 2016, $19.0 million in 2017, $18.5 million in 2018 and $18.4 million in 2019.

All intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually or legally determined or through purchase price accounting, except for $13.8 million related to the Tri-Sure trademark and trade names related to Blagden Express, Closed-loop and Box Board, all of which have indefinite lives.