XML 53 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
9 Months Ended
Dec. 31, 2011
Acquisitions [Abstract]  
ACQUISITIONS

NOTE B – ACQUISITIONS

Acquisitions of businesses are accounted for as purchases and, accordingly, their results of operations have been included in the Company’s Condensed Consolidated Financial Statements since the respective dates of the acquisitions. The purchase price for each of the Company’s acquisitions is allocated to the assets acquired and liabilities assumed from the acquired entity.

In August 2011, 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 $316 million.

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

 

                         

(dollars in millions)

  ITKO
Acquisition( 2)
    Other
Acquisitions
    Estimated
Useful Life
 

Finite-lived intangible assets (1)

  $ 16     $ 11       3-15 years  

Purchased software

    190       8       7 years  

Goodwill

    160       20       Indefinite  

Deferred tax assets/(liabilities)

    (70     (3     —    

Other assets net of other liabilities assumed (3)

    20       3       —    
   

 

 

   

 

 

         

Purchase Price

  $  316     $  39          
   

 

 

   

 

 

         

 

(1)

Includes customer relationships and trade names.

(2)

Purchase price allocation is preliminary due to ongoing analysis to determine the fair value of acquired intangibles and the tax basis of acquired assets and liabilities.

(3)

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

Transaction costs for acquisitions were immaterial. The excess purchase price over the estimated value of the net tangible and identifiable intangible assets was recorded to goodwill. The preliminary 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 is not expected to be deductible for tax purposes. A majority of the goodwill relating to the Company’s other fiscal year 2012 acquisitions is expected to be deductible for tax purposes.

 

The Company’s acquisitions during the first three quarters of fiscal year 2011 were considered immaterial, both individually and in the aggregate, compared with the results of the Company’s operations. Therefore, purchase accounting and pro forma disclosures are not presented.

During the third quarter of fiscal year 2011, the Company acquired 100% of the voting equity interests of Arcot Systems, Inc. (Arcot), a privately held provider of authentication and fraud prevention solutions through on-premises software or cloud services. The purchase price allocation was finalized in the second quarter of fiscal 2012 and no material adjustments were made to amounts previously reported. The following represents the allocation of the purchase price and estimated useful lives to the acquired net assets of Arcot:

 

                 

(dollars in millions)

  Arcot     Estimated
Useful Life
 

Finite-lived intangible assets (1)

  $ 39       2-5 years  

Purchased software

    86       10 years  

Goodwill

    62       Indefinite  

Deferred tax assets/(liabilities)

    (3     —    

Other assets net of other liabilities assumed

    13       —    
   

 

 

         

Purchase Price

  $ 197          
   

 

 

         

 

(1)

Includes customer relationships and trade names.

The Company had liabilities of approximately $39 million and $77 million at December 31, 2011 and March 31, 2011, respectively, related to purchase price amounts withheld subject to indemnification protections.