Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets

5. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill by operating segment for the years ended December 31, 2012 and 2011, respectively, are as follows (in millions):

	Risk Solutions			HR Solutions			Total


Balance as of January 1, 2011	$	5,549		$	3,098		$	8,647
Goodwill related to Hewitt acquisition		—			50			50
Goodwill related to other acquisitions		73			4			77
Goodwill related to disposals		(2	)		—			(2	)
Goodwill related to other prior year acquisitions		—			1			1
Transfers		(83	)		83			—
Foreign currency translation		20			(23	)		(3	)

Balance as of December 31, 2011	$	5,557		$	3,213		$	8,770
Goodwill related to acquisitions		49			47			96
Goodwill related to disposals		(1	)		—			(1	)
Goodwill related to other prior year acquisitions		(6	)		—			(6	)
Transfers (1)		313			(313	)		—
Foreign currency translation		70			14			84

Balance as of December 31, 2012	$	5,982		$	2,961		$	8,943

(1): Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment.

In 2011, the Company finalized the Hewitt purchase price allocation, adjusting goodwill principally for the completion of valuations of identified intangible assets, the impact of changes in actual employee severance costs compared to original estimates and the resolution of certain tax matters.

Other intangible assets by asset class are as follows (in millions):

	As of December 31

	2012						2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Intangible assets with indefinite lives:
Tradenames	$	1,025	$	—	$	1,025	$	1,024	$	—	$	1,024
Intangible assets with finite lives:
Tradenames		7		3		4		4		1		3
Customer related and contract based		2,714		969		1,745		2,608		615		1,993
Marketing, technology and other		612		411		201		606		350		256

	$	4,358	$	1,383	$	2,975	$	4,242	$	966	$	3,276

Amortization expense from finite-lived intangible assets was $423 million, $362 million and $154 million during 2012, 2011 and 2010, respectively.

The estimated future amortization for intangible assets as of December 31, 2012 is as follows (in millions):

	HR Solutions		Risk Solutions		Total


2013	$	281	$	113	$	394
2014		245		98		343
2015		214		85		299
2016		179		72		251
2017		142		57		199
Thereafter		351		113		464

	$	1,412	$	538	$	1,950

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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