Goodwill and Intangible Assets |
7. GOODWILL AND INTANGIBLE
ASSETS
Goodwill
The Company
carries goodwill as a result of its acquisitions of Barra, LLC
(“Barra”), RiskMetrics Group, LLC
(“RiskMetrics”), Measurisk, LLC
(“Measurisk”), IPD Group Limited (“IPD”)
and Investor Force Holdings, Inc. (“InvestorForce”), as
reflected in the table below:
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|
|
|
|
|
|
|
|
|
|
|
Performance
and Risk |
|
|
Governance |
|
|
Total |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at
December 31, 2012
|
|
$ |
1,552,293 |
|
|
$ |
231,117 |
|
|
$ |
1,783,410 |
|
Changes to goodwill
(1)
|
|
|
14,370 |
|
|
|
(468 |
) |
|
|
13,902 |
|
Foreign exchange
translation adjustment
|
|
|
(5,002 |
) |
|
|
— |
|
|
|
(5,002 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at June 30,
2013
|
|
$ |
1,561,661 |
|
|
$ |
230,649 |
|
|
$ |
1,792,310 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
(1) |
Resulting from the acquisition of InvestorForce, which
contributed $11.6 million to the Performance and Risk segment,
adjustments to the valuation of acquired IPD assets and
liabilities, which contributed $2.7 million to the Performance and
Risk segment, and the disposal of the CFRA product line, which
removed $0.5 million from the Governance segment.
|
Intangible Assets
Amortization
expense related to intangible assets for the three months ended
June 30, 2013 and 2012 was $14.5 million and $16.0 million,
respectively. Amortization expense related to intangible
assets for the six months ended June 30, 2013 and 2012 was
$29.0 million and $31.9 million, respectively.
The gross
carrying amounts and accumulated amortization totals related to the
Company’s identifiable intangible assets are as
follows:
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|
|
|
|
|
|
|
|
|
As of |
|
(in thousands) |
|
June 30,
2013 |
|
|
December 31,
2012 |
|
Gross intangible
assets:
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
$ |
478,735 |
|
|
$ |
474,236 |
|
Trademarks/trade
names
|
|
|
257,282 |
|
|
|
256,582 |
|
Technology/software
|
|
|
196,493 |
|
|
|
193,192 |
|
Proprietary
process
|
|
|
3,800 |
|
|
|
3,800 |
|
Proprietary data
|
|
|
28,527 |
|
|
|
28,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
964,837 |
|
|
|
956,337 |
|
Foreign exchange
translation adjustment
|
|
|
(3,146 |
) |
|
|
836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross intangible
assets
|
|
$ |
961,691 |
|
|
$ |
957,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization:
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
$ |
(108,983 |
) |
|
$ |
(92,631 |
) |
Trademarks/trade
names
|
|
|
(68,897 |
) |
|
|
(62,270 |
) |
Technology/software
|
|
|
(163,848 |
) |
|
|
(159,375 |
) |
Proprietary
process
|
|
|
(1,953 |
) |
|
|
(1,636 |
) |
Proprietary data
|
|
|
(1,241 |
) |
|
|
(184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(344,922 |
) |
|
|
(316,096 |
) |
Foreign exchange
translation adjustment
|
|
|
56 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated
amortization
|
|
$ |
(344,866 |
) |
|
$ |
(316,099 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net intangible
assets:
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
$ |
369,752 |
|
|
$ |
381,605 |
|
Trademarks/trade
names
|
|
|
188,385 |
|
|
|
194,312 |
|
Technology/software
|
|
|
32,645 |
|
|
|
33,817 |
|
Proprietary
process
|
|
|
1,847 |
|
|
|
2,164 |
|
Proprietary data
|
|
|
27,286 |
|
|
|
28,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
619,915 |
|
|
|
640,241 |
|
Foreign exchange
translation adjustment
|
|
|
(3,090 |
) |
|
|
833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net intangible
assets
|
|
$ |
616,825 |
|
|
$ |
641,074 |
|
|
|
|
|
|
|
|
|
|
The estimated
amortization expense for succeeding years is presented
below:
|
|
|
|
|
Fiscal
Year
|
|
Amortization
Expense |
|
|
|
(in thousands) |
|
Remainder of
2013
|
|
$ |
28,827 |
|
2014
|
|
|
57,615 |
|
2015
|
|
|
57,538 |
|
2016
|
|
|
55,400 |
|
2017
|
|
|
49,289 |
|
2018
|
|
|
46,787 |
|
Thereafter
|
|
|
321,369 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
616,825 |
|
|
|
|
|
|
|