Note 2 — Acquisitions

In March 2013, the Company acquired 100% of the voting equity interest of Nolio Ltd (Nolio), a privately held provider of application service automation software. The total purchase price of the acquisition was approximately $42 million, which was allocated as follows: $26 million to purchased software, $17 million to goodwill, $4 million to finite-lived intangible assets and $5 million to deferred tax liabilities. The allocation of purchase price to acquired identifiable assets, including intangible assets, is preliminary because the Company has not completed its analysis of fair value and historical tax records of Nolio. The goodwill relating to the Company’s acquisition of Nolio was allocated to the Enterprise Solutions segment and is not expected to be deductible for tax purposes. Transaction costs for the acquisition were immaterial.

The Company’s other acquisitions during fiscal year 2013 were immaterial, both individually and in the aggregate. The proforma effects of the fiscal year 2013 acquisitions on the Company’s revenues and results of operations during fiscal years 2013 and 2012 were considered immaterial.

During fiscal year 2012, the Company acquired 100% of the voting equity interest of Interactive TKO, Inc. (ITKO), a privately held provider of service simulation solutions for developing applications in composite and cloud environments. The acquisition expands solutions the Company offers enterprises and service providers for using and providing cloud computing to deliver business services. The total purchase price of the acquisition was approximately $315 million. The Company’s other acquisitions during fiscal year 2012 were immaterial, both individually and in the aggregate.

The proforma effects of the Company’s fiscal year 2012 acquisitions on the Company’s revenues and results of operations during fiscal years 2012 and 2011 were considered immaterial. The purchase price allocation of the Company’s fiscal year 2012 acquisitions is as follows:



(dollars in millions)	ITKO				Other Fiscal Year 2012 Acquisitions			Estimated Useful Life
Finite-lived intangible assets⁽¹⁾	$	16			$	11		3-15 years
Purchased software	190				8			7 years
Goodwill	159				20			Indefinite
Deferred tax liabilities	(70		)		(3		)	—
Other assets net of other liabilities assumed	20			⁽²⁾	3			—
Purchase price	$	315			$	39


(1)	Includes customer relationships and trade names.


(2)	Includes approximately $20 million of cash acquired relating to ITKO.

Transaction costs for acquisitions were immaterial for fiscal year 2012. The excess purchase price over the estimated value of the net tangible and identifiable intangible assets was recorded to goodwill. The allocation of a significant portion of the purchase price to goodwill was predominantly due to synergies the Company expects from marketing and integration with other products of the Company and intangible assets that are not separable, such as assembled workforce and going concern. The goodwill relating to the Company’s second quarter fiscal year 2012 acquisition of ITKO was not deductible for tax purposes and was allocated to the Enterprise Solutions segment. A majority of the goodwill relating to the Company’s other fiscal year 2012 acquisitions was deductible for tax purposes and was primarily allocated to the Services segment.

The Company had approximately $14 million and $24 million of accrued acquisition-related costs at March 31, 2013 and 2012, respectively, related to purchase price amounts withheld subject to indemnification protections.