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Acquisition (Tables) (J.P. Morgan Retirement Plan Services (RPS))
9 Months Ended
Sep. 30, 2014
J.P. Morgan Retirement Plan Services (RPS)
 
Business Acquisition [Line Items]  
Schedule of Business Acquisitions, by Acquisition
The amounts assigned to the assets acquired, goodwill, liabilities assumed and contingent consideration on August 29, 2014 as reported at September 30, 2014 are below and reflect management’s best estimate of the purchase price allocation:

Assets acquired and goodwill:
 
 
Goodwill (1)
 
$
50,249

Other assets
 
 
Fixed assets (2)
 
12,680

Accounts receivable (4)
 
24,050

Other (4)
 
1,224

Total other assets
 
37,954

Total assets acquired and goodwill
 
88,203

 
 
 
Liabilities assumed and contingent consideration:
 
 
Other liabilities
 
 
Accrued expenses and other (4)
 
26,108

Contingent consideration (3)
 
33,739

Total other liabilities
 
59,847

Total liabilities assumed and contingent consideration
 
59,847


(1) Goodwill

Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the future economic benefits arising from other assets acquired and liabilities assumed that could not be individually identified (Level 3). Total goodwill resulting from the acquisition, in the amount of $50,249, is allocated to the Retirement Services segment. No portion of goodwill is expected to be deductible for tax purposes.

(2) Fixed Assets

The fair value of property, plant and equipment and software was determined using a cost approach and a market approach (Level 2). The cost approach is based on current replacement cost and/or reproduction costs of the assets as new less depreciation attributable to physical, functional and economic factors. The market approach is based on market data for similar assets.
(3) Contingent consideration

In addition to the cash paid on August 29, 2014, the Company is obligated to make an additional earnout payment based on the retention of aggregated revenue, as defined in the Purchase and Sale Agreement, 24 months after the close date. As such, the remaining earnout payment is due on August 29, 2016. The potential undiscounted amount of the earnout payment that the Company could be required to make under the contingent consideration arrangement is between zero and $50,000. The fair value of the contingent consideration of $33,739 was estimated by a discounted cash flow model (Level 3) which calculates the present value of a probability-weighted earnout using a discount rate of 3.0%.

(4) Accounts receivable, other assets and accrued expenses and other liabilities

Accounts receivable, other assets and accrued expenses and other liabilities are current assets and liabilities that are generally carried at fair value which is approximated from the carrying value (Level 2).