ACQUISITIONS (Tables)

3 Months Ended

Jun. 30, 2016

The following table summarizes the allocation of the purchase price for the entities acquired on July 14, 2015 (in thousands):



Purchase Price Allocation:
Total equity consideration	$	2,299,911		(1)
Less: Equity consideration for replacement awards	(29,355		)	(2)
Estimated Purchase Price	2,270,556

Estimated fair value of assets acquired and liabilities assumed:
Cash	27,701
Accounts receivable	140,586
Inventories	80,719
Prepaid expenses and other assets	6,715
Property, plant and equipment	36,825
Deferred income taxes	13,067
Intangible assets	1,080,700
Other assets	999
Accounts payable	(21,311		)
Accrued compensation	(24,316		)
Accrued other	(12,916		)
Deferred revenue	(187,882		)
Other long-term liabilities	(3,615		)
Accrued retirement benefits	(29,917		)
Deferred tax liabilities	(344,646		)
Goodwill	$	1,507,847



	(1)	Represents approximately 62.5 million new shares (plus cash in lieu of fractional shares) of NetScout common stock issued to the existing common unit holders of Newco based on the July 13, 2015 NetScout common stock closing share price of $36.89 per share, less the fair value attributable to the foreign entities that the Company did not obtain control over on July 14, 2015 due to regulatory and other compliance requirements.



	(2)	Represents the value of certain outstanding Danaher equity awards held by Newco Employees for which continuing employees received, or will receive value after the Closing Date. A portion of this amount relates to awards that will continue to vest in Danaher shares after the Closing Date. These future compensation amounts will be settled in shares other than shares of the acquired business. The balance of this amount also represents future compensation expense and relates to cash awards to be paid by NetScout to acquired Newco employees on August 4, 2016. The cash payments by NetScout will be reimbursed by Danaher. These items are further described in the Employee Matters Agreement dated July 14, 2015 by and among NetScout Systems, Inc., Danaher Corporation and Potomac Holding LLC and have been accounted for separately from the Communications Business Acquisition.

The following table summarizes the allocation of the purchase price for the Delayed Close Entities acquired on October 7, 2015 (in thousands):



Purchase Price Allocation:
Total equity consideration	$	5,700		(1)
Estimated Purchase Price	$	5,700

Estimated fair value of assets acquired and liabilities assumed:
Accounts receivable	$	110
Inventories	78
Prepaid expenses and other assets	35
Property, plant and equipment	1,254
Other assets	281
Accounts payable	(8		)
Accrued compensation	(824		)
Accrued other	(176		)
Deferred revenue	(65		)
Other long-term liabilities	(126		)
Goodwill	$	5,141



(1	)	Represents the fair value attributable to the Delayed Close Entities that the Company obtained control over on October 7, 2015.

Schedule of Fair value of Acquired Identifiable Intangible Assets and Related Estimates of Useful Lives

The following table reflects the fair value of the acquired identifiable intangible assets and related estimates of useful lives (in thousands):



	Fair Value		Useful Life (Years)
Developed technology	$	221,900	9 - 13
Customer relationships	794,100		13 - 18
Backlog	18,200		1 - 3
Definite lived trademark and trade names	43,900		3 - 9
Leasehold interest	2,600		4 - 6
	$	1,080,700

Schedule of Pro Forma Results of Consolidated Statement of Operations

The following table presents unaudited pro forma results of the historical Consolidated Statements of Operations of the Company and the Communications Business of Danaher for the three months ended June 30, 2015, giving effect to the Transaction as if they occurred on April 1, 2014 (in thousands, except per share data):



	Three Months Ended June 30, 2015 (unaudited)
Pro forma revenue	$	290,113
Pro forma net loss	$	(4,763	)
Pro forma net loss per share:
Basic	$	(0.05	)
Diluted	$	(0.05	)
Pro forma shares outstanding
Basic	103,560
Diluted	103,560