Acquisitions and Divestitures

Acquisitions

The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the Company to record the net assets and liabilities acquired based on their estimated fair values as of the acquisition date, with any excess of the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, to be recorded to goodwill. Under the acquisition method, the operating results of acquired companies are included in the Company's consolidated financial statements beginning on the date of acquisition. The Company did not have any business acquisitions in the first quarter of 2018. In the first quarter of 2017, the Company acquired L2, Inc. ("L2"), a subscription-based research business that benchmarks the digital performance of brands. During the three months ended March 31, 2018, the Company finalized its acquisition accounting for L2 and CEB Inc. ("CEB"), which was acquired on April 5, 2017. There were no material measurement period adjustments recorded during the 2018 quarterly period.

The Company recognized $59.3 million of acquisition and integration charges in 2018 compared to $13.3 million in 2017. The additional charges during 2018 consisted of higher professional fees, severance, stock-based compensation charges, and accruals for exit costs for certain office space that the Company does not intend to occupy in Arlington, Virginia that were related to our acquisition of CEB. The following table presents a summary of the activity related to our accrual for exit costs at all of our facilities for the quarter ended March 31, 2018 (in thousands):



Liability balance at December 31, 2017	$	12,961
Charges and adjustments, net	44,230
Payments	(4,734		)
Liability balance at March 31, 2018 (1)	$	52,457


(1)	In total, we estimate that we will make net cash payments of approximately $61.2 million for exit costs in connection with the activities described herein. Through March 31, 2018, in the aggregate, we have expensed $57.3 million and paid $4.9 million related to such activities.

Divestitures

CEB Talent Assessment business

On April 3, 2018, the Company sold its CEB Talent Assessment business in all cash transaction for a purchase price of $400.0 million. The purchase price is subject to customary adjustments and other deal-related expenses. The CEB Talent Assessment business was acquired by Gartner as part of the CEB acquisition in April 2017 and was a significant portion of the Company's Talent Assessment & Other segment. During the first quarter of 2018, the CEB Talent Assessment business contributed approximately $47.0 million of revenue and recognized pre-tax income of approximately $2.1 million.

CEB Workforce Survey & Analytics business

On April 30, 2018, the Company sold its CEB Workforce Survey and Analytics ("WS&A") business in an all cash transaction for a purchase price of $29.0 million. The purchase price is subject to customary adjustments and other deal-related expenses. The WS&A business was also acquired by Gartner as part of the CEB acquisition in April 2017 and was reported with the Talent Assessment & Other segment.

The Company has classified the related assets and liabilities of these businesses as held-for-sale in its Consolidated Balance Sheets.

The principal components of the held-for-sale assets and liabilities for these businesses are summarized in the table below (in thousands):



	March 31, 2018 (1)		December 31, 2017 (1)
Cash and cash equivalents	$	19,508	$	10,000
Fees receivable, net	49,191		50,928
Goodwill	246,661		212,994
Intangible assets, net	264,145		250,472
Other assets (2)	23,849		18,571
Total assets held-for-sale	$	603,354	$	542,965

Accounts payable and accrued liabilities	$	26,467	$	32,388
Deferred revenues	65,846		61,450
Other liabilities	51,644		52,007
Total liabilities held-for-sale	$	143,957	$	145,845

(1) March 31, 2018 includes both the CEB Talent Assessment business and the WS&A business. December 31, 2017 includes the CEB Talent Assessment business only.

(2) Other assets includes property, equipment and leasehold improvements, net.