Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS AND INVESTMENTS

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ACQUISITIONS AND INVESTMENTS
 12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
ACQUISITIONS AND INVESTMENTS
ACQUISITIONS AND INVESTMENTS
 
2018 Acquisitions and Investments. In July 2018, the Company completed the acquisition of 100% of DataX Ltd., a national specialty finance credit agency and alternative data provider, in our USIS segment. In 2018, the Company completed various acquisitions in our Workforce Solutions and International segments to expand the Company’s product offerings. The primary areas of the purchase price that are not yet finalized are related to income taxes and working capital. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.

2017 Acquisitions and Investments. On August 10, 2017, the Company completed the acquisition of 100% of the outstanding stock of ID Watchdog, Inc., an identity theft protection and resolution company providing solutions to the employee benefits marketplace. On November 15, 2017, the Company completed the acquisition of 100% of the outstanding stock of Mercury Group of Companies Pty Ltd (“Mercury”), an Australian-owned workforce management company. We have completed the allocation of the purchase prices for the ID Watchdog and Mercury acquisitions.
    
Purchase Price Allocation.  The following table summarizes the estimated fair value of the net assets acquired and the liabilities assumed at the acquisition dates during 2018 and 2017.
 
December 31,
 
2018
 
2017
 
(In millions)
Cash
$
1.6

 
$
4.3

Accounts receivable and other current assets
4.4

 
3.2

Other assets
0.3

 
0.4

Identifiable intangible assets (1)
50.9

 
51.0

Goodwill (2)
89.3

 
92.4

Total assets acquired
146.5

 
151.3

Other current liabilities
(2.9
)
 
(5.1
)
Other liabilities
(3.8
)
 
(10.9
)
Non-controlling interest
(1.8
)
 
—

Net assets acquired
$
138.0

 
$
135.3

 
(1)
Identifiable intangible assets are further disaggregated in the following table.
(2)
The goodwill related to DataX Ltd. is included in the USIS operating segment and the goodwill related to the other 2018 acquisitions is included in the Workforce Solutions and International operating segments. The goodwill related to the 2018 acquisitions is not deductible for tax purposes. The 2017 goodwill related to ID Watchdog, Inc. and Mercury is included in the GCS and International operating segments, respectively, and is not deductible for tax purposes.

The primary reasons the purchase price of these acquisitions exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, were expanded growth opportunities from new or enhanced product offerings and geographies, cost savings from the elimination of duplicative activities, and the acquisition of an assembled workforce that are not recognized as assets apart from goodwill.
 
 
December 31,
 
 
2018
 
2017
Intangible asset category
 
Fair value
 
Weighted-average useful life
 
Fair value
 
Weighted-average useful life
 
 
(in millions)
 
(in years)
 
(in millions)
 
(in years)
Customer relationships
 
$
16.5

 
9.0
 
$
42.7

 
10.2
Acquired software and technology
 
2.7

 
2.7
 
6.5

 
6.5
Purchased data files
 
30.2

 
11.3
 
—

 
n/a
Non-compete agreements
 
0.8

 
2.6
 
—

 
n/a
Trade names and other intangible assets
 
0.7

 
1.9
 
1.8

 
2.9
Total acquired intangibles
 
$
50.9

 
9.8
 
$
51.0

 
9.5