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GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2013

GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

NOTE 7. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill for the periods indicated:

		Three Months Ended						Year Ended
		March 31, 2013						December 31, 2012
		MIS		MA		Consolidated		MIS		MA		Consolidated
Balance at beginning of year
	Goodwill	$	11.5	$	637.8	$	649.3	$	11.0	$	631.9	$	642.9
	Accumulated impairment charge		-		(12.2)		(12.2)		-		-		-
Total balance at beginning of year			11.5	$	625.6	$	637.1	$	11.0	$	631.9	$	642.9
Additions/adjustments			-		-		-		-		(4.4)		(4.4)
Impairment charge			-		-		-		-		(12.2)		(12.2)
Foreign currency translation adjustments			(0.4)		(12.9)		(13.3)		0.5		10.3		10.8
Ending balance:
	Goodwill		11.1		624.9		636.0		11.5		637.8		649.3
	Accumulated impairment charge		-		(12.2)		(12.2)		-		(12.2)		(12.2)
Total		$	11.1		612.7		623.8		11.5		625.6		637.1

The 2012 additions/adjustments for the MA segment in the table above relate to the acquisitions of Copal and B&H in the fourth quarter of 2011.

The 2012 impairment charge in the table above relates to goodwill in the FSTC reporting unit within MA. The Company evaluates its goodwill for potential impairment annually on July 31 or more frequently if impairment indicators arise throughout the year. Projected operating results for the FSTC reporting unit at December 31, 2012 were lower than projections utilized for the annual impairment analysis performed at July 31, 2012 reflecting a contraction in spending for training and certification services for many individuals and global financial institutions amidst macroeconomic uncertainties. Based on this trend and overall macroeconomic uncertainties at the time, the Company lowered its cash flow forecasts for this reporting unit in the fourth quarter of 2012. Accordingly, the Company performed another goodwill impairment assessment as of December 31, 2012 which resulted in an impairment charge of $12.2 million. The fair value of the FSTC reporting unit utilized in the impairment assessment was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples. There were no impairments to goodwill in the three months ended March 31, 2013 and 2012. However, a failure of the FSTC reporting unit to meet its financial projections could result in further goodwill impairment.

Acquired intangible assets and related amortization consisted of:

		March 31,		December 31,
		2013		2012
Customer relationships		$	214.2	$	219.6
Accumulated amortization			(76.6)		(74.0)
	Net customer relationships		137.6		145.6

Trade secrets			31.3		31.4
Accumulated amortization			(16.6)		(16.0)
	Net trade secrets		14.7		15.4

Software			67.4		73.2
Accumulated amortization			(31.5)		(33.7)
	Net software		35.9		39.5

Trade names			28.0		28.3
Accumulated amortization			(10.6)		(10.3)
	Net trade names		17.4		18.0

Other			24.3		24.9
Accumulated amortization			(17.2)		(16.9)
	Net other		7.1		8.0

Total acquired intangible assets, net		$	212.7	$	226.5

Other intangible assets primarily consist of databases and covenants not to compete.

Amortization expense relating to acquired intangible assets is as follows:

	Three Months Ended
	March 31,
	2013		2012
Amortization expense	$	7.1	$	7.3

Estimated future amortization expense for acquired intangible assets subject to amortization is as follows:

Year Ending December 31,
2013 (after March 31,)	$	20.5
2014		22.3
2015		21.0
2016		19.7
2017		15.0
Thereafter		114.2

Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the estimated undiscounted future cash flows are lower than the carrying amount of the related asset, a loss is recognized for the difference between the carrying amount and the estimated fair value of the asset. There were no impairments to intangible assets during the three months ended March 31, 2013 and 2012.

- 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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