ACQUISITIONS

3 Months Ended

Mar. 31, 2014

ACQUISITIONS

NOTE 7. ACQUISITIONS

The acquisition described below is accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at their acquisition date fair value.  Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. For the acquisition described below, the Company has not presented proforma combined results because the impact on previously reported statements of operations would not have been material. This acquisition is discussed below in more detail.

AmbaInvestment Services

On December 10, 2013, Copal Partners Limited, a majority-owned subsidiary of the Company, acquired 100% of Amba Investment Services, a provider of outsourced investment research and quantitative analytics for global financial institutions. Amba currently operates within the PS LOB of MA and will bolster the research and analytical capabilities offered by MA through Copal, a majority owned subsidiary which was acquired in December 2011.

The table below details the total consideration transferred to the sellers of Amba:

Cash paid	$	67.2
Contingent consideration liability assumed		4.3
Additional purchase price to be paid in 2014 based on final working capital acquired		0.1
Total fair value of consideration transferred	$	71.6

The cash payment to the sellers was funded by using Moody's non-U.S. cash.

The purchase agreement contains a provision for a contingent cash payment to the sellers valued at $4.3 million at the acquisition date. This contingent cash payment was dependent on Amba achieving certain revenue targets for the period from the acquisition date through March 31, 2014. This contingent consideration payment will be made to the sellers in 2014.

Shown below is the purchase price allocation, which summarizes the fair value of the assets acquired and the liabilities assumed, at the date of acquisition:

Current assets				$	23.7
Property and equipment, net					0.4
Intangible assets:
	Trade name (7 year weighted average life)	$	3.3
	Client relationships (12 year weighted average life)		26.7
	Other (3 year weighted average life)		1.6
	Total intangible assets (11 year weighted average life)				31.6
Goodwill					29.2
Indemnification asset					10.4
Other assets					2.0
Liabilities assumed					(25.7)
Net assets acquired				$	71.6

Current assets include acquired cash of approximately $16 million. Additionally, current assets includes gross accounts receivable of approximately $6million, of which an immaterial amount is not expected to be collectible. The acquired goodwill, which has been assigned to the MA segment, will not be deductible for tax.

In connection with the acquisition, the Company assumed liabilities relating to certain UTPs. These UTPs are included in the liabilities assumed in the table above. The sellers have contractually indemnified the Company against any potential payments that may have to be made regarding these UTPs. Accordingly, the Company carries an indemnification asset on its consolidated balance sheet at March 31, 2014 and December 31, 2013.

As of the date of the acquisition, Amba was integrated with Copal to form the Copal Amba reporting unit.