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, 2013
Goodwill and Intangible Assets[Abstract]  
GOODWILL AND INTANGIBLE ASSETS
3. 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. We perform our annual goodwill impairment tests as of September 30.
 
Our annual goodwill impairment testing was completed during the third quarter of 2013.  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 this Form 10-Q.  The estimated fair value for all reporting units exceeded the carrying value of those units as of September 30, 2013.  As a result, no goodwill impairment was recorded.  Changes in the amount of goodwill for the nine months ended September 30, 2013, are as follows:
  
 
 
U.S. Consumer
 
 
 
 
 
 
 
North America
 
North America
 
 
 
 
 
 
Information
 
 
 
 
Workforce
 
Personal
 
Commercial
 
 
 
 
 
 
Solutions
 
International
 
Solutions
 
Solutions
 
Solutions
 
Total
 
 
 
(In millions)
 
Balance, December 31, 2012
 
$
947.7
 
$
369.3
 
$
934.0
 
$
1.8
 
$
37.6
 
$
2,290.4
 
Acquisitions
 
 
-
 
 
-
 
 
-
 
 
14.5
 
 
-
 
 
14.5
 
Adjustments to initial purchase price allocation
 
 
87.5
 
 
-
 
 
-
 
 
-
 
 
-
 
 
87.5
 
Foreign currency translation
 
 
-
 
 
(5.8)
 
 
-
 
 
-
 
 
(0.2)
 
 
(6.0)
 
Tax benefits of stock options exercised
 
 
-
 
 
-
 
 
(0.2)
 
 
-
 
 
-
 
 
(0.2)
 
Businesses sold
 
 
(2.7)
 
 
(1.4)
 
 
(26.1)
 
 
-
 
 
-
 
 
(30.2)
 
Balance, September 30, 2013
 
$
1,032.5
 
$
362.1
 
$
907.7
 
$
16.3
 
$
37.4
 
$
2,356.0
 
 
Indefinite-Lived Intangible Assets.   Indefinite-lived intangible assets consist of acquired operating agreements in specific territories representing the estimated acquisition date fair value of certain territory specific rights acquired through the purchase of independent credit reporting agencies in the U.S. and Canada. At the time we acquired these agreements, they were considered 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 2013 annual impairment test completed during the third quarter of 2013 resulted in no impairment of indefinite-lived intangible assets.
 
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. Our reacquired rights represent the value of rights which we had granted to Computer Sciences Corporation that were reacquired in connection with the acquisition of CSC Credit Services in the fourth quarter of 2012 which are being amortized over the remaining term of the affiliation agreement on a straight-line basis from December 28, 2012 to August 1, 2018. We amortize all of our purchased intangible assets 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 2012 Form 10-K.
 
Purchased intangible assets at September 30, 2013 and December 31, 2012 consisted of the following:
  
 
 
September 30, 2013
 
December 31, 2012
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
Gross
 
Amortization
 
Net
 
Gross
 
Amortization
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Definite-lived intangible assets:
 
(In millions)
 
Purchased data files
 
$
704.7
 
$
(178.6)
 
$
526.1
 
$
795.6
 
$
(229.2)
 
$
566.4
 
Acquired software and technology
 
 
36.1
 
 
(18.7)
 
 
17.4
 
 
34.4
 
 
(13.5)
 
 
20.9
 
Customer relationships
 
 
493.5
 
 
(165.1)
 
 
328.4
 
 
522.1
 
 
(164.5)
 
 
357.6
 
Reacquired rights
 
 
73.3
 
 
(9.7)
 
 
63.6
 
 
-
 
 
-
 
 
-
 
Proprietary database
 
 
7.4
 
 
(4.9)
 
 
2.5
 
 
125.0
 
 
(115.9)
 
 
9.1
 
Non-compete agreements
 
 
20.6
 
 
(8.6)
 
 
12.0
 
 
19.4
 
 
(5.5)
 
 
13.9
 
Trade names and other intangible assets
 
 
40.0
 
 
(23.7)
 
 
16.3
 
 
41.5
 
 
(21.7)
 
 
19.8
 
Total definite-lived intangible assets
 
$
1,375.6
 
$
(409.3)
 
$
966.3
 
$
1,538.0
 
$
(550.3)
 
$
987.7
 
  
Amortization expense from continuing operations related to purchased intangible assets was $33.9 million and $21.5 million during the three months ended September 30, 2013 and 2012, respectively. Amortization expense from continuing operations related to purchased intangible assets was $90.4 million and $64.8 million during the nine months ended September 30, 2013 and 2012, respectively.
 
During the third quarter of 2013, we recorded adjustments to the purchased  intangible assets and related accumulated amortization previously recorded in connection with our December 28, 2012 acquisition of certain credit services business assets and operations of Computer Sciences Corporation.  This correction resulted in the establishment of $73.3 million of reacquired rights which will be amortized over 5.6 years, an increase in goodwill of $85.5 million and a reduction of our indefinite-lived intangible assets of $158.8 million.  To reflect this change, we recorded $9.7 million of amortization expense in the third quarter of 2013, $6.5 million of which related to the first and second quarters of 2013.