Quarterly report pursuant to Section 13 or 15(d)

GOODWILL AND INTANGIBLE ASSETS

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GOODWILL AND INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2011
GOODWILL AND INTANGIBLE ASSETS
4. GOODWILL AND INTANGIBLE ASSETS

Goodwill.   Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. As a result of the merger of our Brazilian business during the second quarter, we performed an interim impairment test on the Latin America reporting unit excluding our Brazilian business. The interim test resulted in no impairment of goodwill. We perform our annual goodwill impairment tests as of September 30.

Our annual goodwill impairment testing was completed during the third quarter of 2011.  The fair value estimates for our reporting units were determined using a combination of the income and market approaches in accordance with our methodology as discussed in the “Application of Critical Accounting Policies” section in the Form 10-Q.  The estimated fair value for all reporting units exceeded the carrying value of these units as of September 30, 2011.  As a result, no goodwill impairment was recorded.  Changes in the amount of goodwill for the nine months ended September 30, 2011, are as follows:

   
U.S. Consumer
               
North America
   
North America
       
   
Information
               
Personal
   
Commercial
       
   
Solutions
   
International
   
TALX
   
Solutions
   
Solutions
   
Total
 
   
(In millions)
 
Balance, December 31, 2010
  $ 628.5     $ 346.9     $ 899.9     $ 1.8     $ 37.6     $ 1,914.7  
Acquisitions
    10.1       30.9       26.8       -       -       67.8  
Adjustments to initial purchase price allocation
    (0.7 )     (0.1 )     -       -       -       (0.8 )
Foreign currency translation
    -       5.8       -       -       (0.2 )     5.6  
Tax benefits of stock options exercised
    -       -       (0.2 )     -       -       (0.2 )
Business sold
    -       (33.2 )     -       -       -       (33.2 )
Balance, September 30, 2011
  $ 637.9     $ 350.3     $ 926.5     $ 1.8     $ 37.4     $ 1,953.9  

Indefinite-Lived Intangible Assets.   Indefinite-lived intangible assets consist of contractual/territorial rights representing the estimated acquisition date fair value of rights to operate in certain territories acquired through the purchase of independent credit reporting agencies in the U.S. and Canada. Our contractual/territorial rights are perpetual in nature and, therefore, the useful lives are considered indefinite. Indefinite-lived intangible assets are not amortized. We are required to test indefinite-lived intangible assets for impairment annually and whenever events or circumstances indicate that there may be an impairment of the asset value. We perform our annual indefinite-lived intangible asset impairment test as of September 30. Our 2011 annual impairment test completed during the third quarter of 2011 resulted in no impairment of indefinite-lived intangible assets.  Our contractual/territorial rights carrying amounts did not change materially during the nine months ended September 30, 2011.

Purchased Intangible Assets.   Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Purchased data files represent the estimated acquisition date fair value of consumer credit files acquired primarily through the purchase of independent credit reporting agencies in the U.S. and Canada. We expense the cost of modifying and updating credit files in the period such costs are incurred. We amortize purchased data files, which primarily consist of acquired consumer credit files, on a straight-line basis. Primarily all of our other purchased intangible assets are also amortized on a straight-line basis. For additional information about the useful lives related to our purchased intangible assets, see Note 1 of the Notes to Consolidated Financial Statements in our 2010 Form 10-K.

Purchased intangible assets at September 30, 2011 and December 31, 2010 consisted of the following:

   
September 30, 2011
   
December 31, 2010
 
         
Accumulated
               
Accumulated
       
   
Gross
   
Amortization
   
Net
   
Gross
   
Amortization
   
Net
 
Definite-lived intangible assets:
 
(In millions)
 
Purchased data files
  $ 315.4     $ (234.8 )   $ 80.6     $ 339.2     $ (240.7 )   $ 98.5  
Acquired software and technology
    64.2       (39.3 )     24.9       55.0       (33.3 )     21.7  
Customer relationships
    518.0       (121.8 )     396.2       489.2       (97.1 )     392.1  
Proprietary database
    125.0       (90.3 )     34.7       125.0       (74.4 )     50.6  
Non-compete agreements
    9.1       (3.0 )     6.1       7.2       (1.4 )     5.8  
Trade names and other intangible assets
    40.5       (15.6 )     24.9       37.4       (12.2 )     25.2  
Total definite-lived intangible assets
  $ 1,072.2     $ (504.8 )   $ 567.4     $ 1,053.0     $ (459.1 )   $ 593.9  

Amortization expense from continuing operations related to purchased intangible assets was $21.9 million and $22.3 million during the three months ended September 30, 2011 and 2010, respectively.  Amortization expense from continuing operations related to purchased intangible assets was $67.9 million and $66.8 million during the nine months ended September 30, 2011 and 2010, respectively.