4. ACQUISITIONS:

FY 2012:

On May 31, 2012, the Company acquired all of the outstanding shares of capital stock of Torex Retail Holdings Limited ("Torex") for a purchase price of approximately £119.9 million (approximately $184.7 million at the May 31, 2012 exchange rate). Headquartered in Dunstable, England, Torex is a provider of point-of-sale systems and back office products for retailers, gas stations, convenience stores and pubs and restaurants in the United Kingdom and Europe. The Company, through one of its subsidiaries, also purchased certain assets of Torex located in the U.S. for a purchase price of £2.5 million (approximately $3.9 million). These amounts exclude cash acquired of approximately £5.8 million (approximately $8.9 million). The Company also assumed third party debt valued at £45.2 million (approximately $69.6 million), which was immediately repaid as part of the acquisition. Of the purchase price, £19.4 million (approximately $29.9 million) was paid into escrow upon closing to provide for payment of post-closing indemnification obligations of the Torex selling stockholders, if any. The majority of amounts held in escrow will be released over the next two years, subject to indemnification claims, if any. Given the proximity of the acquisition to June 30, 2012, the purchase price allocation is not finalized, however the Company does not expect future adjustments to be material. The Company entered into this transaction to increase its presence in the Europe retail market and to reduce costs through economies of scale and synergies.

The following table summarizes the consideration paid for Torex, the recognized amounts of the assets acquired and liabilities assumed, and the useful lives of identifiable intangible assets as of the date of the Torex acquisition (in thousands):


Consideration:
Cash (net of cash acquired)	$	188,579
Debt assumed		69,613
Fair value of total cash consideration transferred	$	258,192

Acquisition-related costs	$	1,580

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	$	48,658
Property, plant and equipment		3,654
Net deferred income taxes - noncurrent		31,899
Intangible assets		30,735
Purchased software technology		15,899
Other assets		183
Current liabilities		(72,984	)
Net deferred income tax liabilities - noncurrent		(1,402	)
Other noncurrent liabilities		(1,620	)
Total identifiable net assets		55,022
Goodwill		203,170
Fair value of total consideration transferred	$	258,192


Fair value of intangible assets subject to amortization			Useful Life (in years)
Customer lists	$	28,223	10
Software license technology (recorded as purchased software costs)		15,899	1– 7
Service revenue backlog		2,326	1
Other technology		602	3
Fair value of intangible assets subject to amortization	$	47,050

Substantially all of the goodwill of approximately $203.2 million recorded in connection with the acquisition was included in the International segment and primarily reflects the anticipated synergies and economies of scale arising from the combination of the Company and Torex operations. None of the goodwill recognized is expected to be deductible for income tax purposes.

The pro forma consolidated revenue including the acquisition of Torex for the fiscal years ended June 30, 2012 and 2011 had the acquisition date been July 1, 2010, are approximately as follows:


(in thousands)	Revenue (unaudited)
Fiscal year 2012 supplemental pro forma from 7/1/2011 – 6/30/2012	$	1,291,343
Fiscal year 2011 supplemental pro forma from 7/1/2010 – 6/30/2011		1,214,008

For fiscal years 2012 and 2011, the pro forma net income including the effect of Torex is immaterial to the Company's consolidated net income. The above unaudited pro forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable periods presented, nor do they indicate the results of operations in the future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, potential cost savings from synergies nor does it consider any potential impacts of current market conditions on revenues or other factors.

FY 2011:

During the fiscal year ended June 30, 2011, the Company acquired stock in three companies for an aggregate total cash purchase price of approximately $19.9 million, net of cash acquired. In addition, the sellers of two of the companies may receive up to an aggregate additional $2.1 million contingent upon achievement of certain specified financial targets during designated time periods. Approximately $1.5 million of the $2.1 million contingent payments has been included in the purchase price allocations based on fair value of these contingent obligations. As of June 30, 2012, approximately $1.9 million of the aggregate total purchase price was retained by the Company or held in escrow, to be used to satisfy specified claims made by the Company against the sellers. In connection with the acquisitions described above, the Company recorded aggregate goodwill of approximately $19.0 million and other intangible assets of approximately $4.8 million, principally comprised of customer relationships and developed technology which will be amortized over 2 to 10 years.

FY 2010:

On December 31, 2009, the Company acquired TIG Global LLC (now named MICROS E-Commerce, LLC) ("Micros E-Commerce"), an online marketer specializing in hotel and destination internet marketing, headquartered in the Washington, D.C. metropolitan area, for a total cash purchase price of approximately $29.0 million, net of cash acquired. Approximately $3.0 million of the total purchase price was held in escrow, to be used to satisfy specified claims made by the Company against the sellers, and was released to the sellers at two intervals during the following 18 months. In connection with the acquisition, the Company recorded goodwill of approximately $24.8 million and other intangible assets of approximately $6.8 million, principally comprised of customer relationships, which is being amortized over 10 years.

The goodwill recorded in connection with the fiscal years 2011 and 2010 acquisitions described above reflect the anticipated synergies arising from the combination of the Company's and the acquired companies' products and operations. The results of operations of the acquired entities have been included in the Company's results of operations commencing beginning on the respective acquisition dates. The proforma impacts of the acquisitions in fiscal years 2011 and 2010 were not material.