Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired.

As a result of our joint venture between CME Group and Dow Jones & Company, Inc., to form a new company, S&P Dow Jones Indices LLC and how we are managing this company, combined with the formation of McGraw Hill Financial, we have separated our previously reported S&P Capital IQ / S&P Indices segment into two separate reportable segments. See Note 12 – Segment and Geographic Information for further discussion on our segments.

As a result, we reallocated the goodwill balance of S&P Capital IQ / S&P Indices to reflect the new segment based on a relative fair value approach. The change in the carrying amount of goodwill by segment is shown below:



(in millions)	S&P Ratings			S&P Capital IQ			S&P DJ Indices		C&C			Total
Balance as of December 31, 2010	$	191		$	240		$	223	$	289		$	943
Additions, net	—			—			—		159			159
Other (primarily Fx)	6			(2		)	—		(2		)	2
Balance as of December 31, 2011	197			238			223		446			1,104
Additions	29			164			111		21			325
Transfers/reorganizations	(95		)	53			45		—			3
Other (primarily Fx)	(1		)	2			1		4			6
Balance as of December 31, 2012	$	130		$	457		$	380	$	471		$	1,438

Goodwill additions in the table above relate to transactions discussed in Note 3 – Acquisitions and Divestitures.

Other Intangible Assets

Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $634 million and $164 million as of December 31, 2012 and 2011, respectively, that consist of:


•	$380 million and $90 million, for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012 further described in Note 3 – Acquisitions and Divestitures, and


•	$164 million within our C&C segment for J.D. Power and Associates tradename.

The following table summarizes our definite-lived intangible assets:



(in millions)
Cost	Databases and software		Content		Customer relationships		Tradenames			Other intangibles		Total
Balance as of December 31, 2010	$	82	$	139	$	104	$	37		$	60	$	422
Additions, net	27		—		11		8			2		48
Balance as of December 31, 2011	109		139		115		45			62		470
Additions, net	17		—		110		1			108		236
Other (primarily Fx)	—		—		—		(1		)	1		—
Balance as of December 31, 2012	$	126	$	139	$	225	$	45		$	171	$	706

Accumulated amortization
Balance as of December 31, 2010	$	64	$	3	$	36	$	24		$	47	$	174
Current year amortization	6		14		7		3			3		33
Balance as of December 31, 2011	70		17		43		27			50		207
Current year amortization	10		14		11		3			10		48
Other (primarily Fx)	—		—		1		—			3		4
Balance as of December 31, 2012	$	80	$	31	$	55	$	30		$	63	$	259

Net definite-lived intangibles:
December 31, 2011	$	39	$	122	$	72	$	18		$	12	$	263
December 31, 2012	$	46	$	108	$	170	$	15		$	108	$	447

Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 40 years. The weighted-average life of the intangible assets as of December 31, 2012 is approximately 11 years. Amortization expense for the years ended December 31, 2012, 2011 and 2010, and the projected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows:



(in millions)	Amortization expense		Expected amortization expense
2010	$	21
2011	33
2012	48
2013			$	51
2014			52
2015			49
2016			49
2017			46

- 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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