Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The annual assessment of the recoverability of recorded goodwill can be based on either a qualitative or quantitative assessment or a combination of the two approaches. Both methods utilize estimates which, in turn, require judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the resulting estimates are subject to uncertainty. If our annual goodwill impairment evaluation determines that the fair value of a reporting unit is less than its related carrying amount, we may recognize an impairment charge. In connection with our most recent annual impairment test of goodwill during the quarter ended September 30, 2017, which indicated no impairment of recorded goodwill, the Company utilized the qualitative approach in assessing the fair values of its reporting units relative to their respective carrying values.

The following table presents changes to the carrying amount of goodwill by segment during the three months ended March 31, 2018 (in thousands):



	Research			Events			Consulting		Talent Assessment & Other			Total
Balance at December 31, 2017 (1), (2)	$	2,619,677		$	187,920		$	97,798	$	81,899		$	2,987,294
Reclassified as held-for-sale (3)	—			—			—		(20,547		)	(20,547		)
Foreign currency translation impact and other (4)	(17,958		)	(170		)	528		7,495			(10,105		)
Balance at March 31, 2018	$	2,601,719		$	187,750		$	98,326	$	68,847		$	2,956,642


(1)	The Company does not have any accumulated goodwill impairment losses.


(2)	Excludes certain amounts related to held-for-sale operations.


(3)	Represents amounts reclassified as held-for-sale assets related to the CEB Talent Assessment and WS&A businesses. See Note 2 — Acquisitions and Divestitures for additional information.


(4)	Includes the foreign currency translation impact and certain measurement period adjustments related to the acquisition of CEB in April 2017.

Finite-Lived Intangible Assets

The following tables present reconciliations of the carrying amounts of the Company's finite-lived intangible assets as of the dates indicated (in thousands):



March 31, 2018	Customer Relationships			Software			Content			Other			Total
Gross cost at December 31, 2017 (1)	$	1,200,316		$	123,424		$	104,313		$	54,929		$	1,482,982
Write-off of fully amortized intangible assets	—			—			(228		)	—			(228		)
Reclassified as held-for-sale (2)	(7,170		)	(321		)	(241		)	(39		)	(7,771		)
Foreign currency translation impact	15,218			491			251			(171		)	15,789
Gross cost	1,208,364			123,594			104,095			54,719			1,490,772
Accumulated amortization (3)	(119,075		)	(32,410		)	(63,778		)	(27,738		)	(243,001		)
Balance at March 31, 2018 (1)	$	1,089,289		$	91,184		$	40,317		$	26,981		$	1,247,771



December 31, 2017	Customer Relationships			Software			Content			Other			Total
Gross cost (1)	$	1,200,316		$	123,424		$	104,313		$	54,929		$	1,482,982
Accumulated amortization (3)	(92,983		)	(26,344		)	(47,475		)	(24,158		)	(190,960		)
Balance at December 31, 2017 (1)	$	1,107,333		$	97,080		$	56,838		$	30,771		$	1,292,022

(1) Excludes amounts related to held-for-sale operations.


(2)	Represents amounts reclassified (net) as held-for-sale assets related to the WS&A business. See Note 2 — Acquisitions and Divestitures for additional information.

(3) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—4 to 13 years; Software—3 to 7 years; Content—1.5 to 5 years; and Other—2 to 5 years.

Amortization expense related to finite-lived intangible assets was $51.6 million and $6.3 million during the three months ended March 31, 2018 and 2017, respectively. The estimated future amortization expense by year for finite-lived intangible assets is as follows (in thousands):



2018 (remaining nine months)	$	138,953
2019	135,868
2020	129,461
2021	108,979
2022	99,363
Thereafter	635,147
	$	1,247,771

- 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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