7. Acquisitions

During the nine months ended October 31, 2012, Autodesk completed the business combinations and technology purchases described below. The results of operations for the following acquisitions are included in the accompanying Condensed Consolidated Statement of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to Autodesk’s Condensed Consolidated Financial Statements.

Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration transferred over the aggregate fair values as goodwill.

On June 7, 2012, Autodesk acquired Vela Systems, Inc. (“Vela”) for total cash consideration of $76.0 million. Vela was a privately owned company that provided a cloud-based mobile platform that delivers critical information to the construction and capital projects market. Prior to acquiring Vela, Autodesk had an equity investment in the company with an acquisition-date fair value of $6.8 million using a market approach to value the investment. Valuations using the market approach reflect relevant observable information generated by market transactions involving comparable businesses. As a result of the acquisition, Autodesk recorded a $3.3 million gain on the business combination achieved in stages. Vela has been integrated into, and the related goodwill was assigned to, Autodesk's Architecture, Engineering and Construction segment. The amount of goodwill that is expected to be deductible for tax purposes is zero.

On August 1, 2012, Autodesk acquired Socialcam, Inc, (“Socialcam”) for total cash consideration of $59.5 million. Socialcam was a privately held web-based company offering a smartphone application and web-based service that allows users to capture, edit, and share video. Of the $59.5 million, Autodesk incurred $16.6 million relating to the acceleration of vesting of equity awards held in Socialcam for Socialcam employees immediately prior to the acquisition. The $16.6 million stock based compensation charge is included in "Research and development" in the Condensed Consolidated Statement of Operations. Socialcam has been integrated into, and the related goodwill was assigned to, Autodesk’s Platform Solutions and Emerging Business segment. The amount of goodwill that is expected to be deductible for tax purposes is zero.

On October 4, 2012, Autodesk acquired Qontext, an enterprise social collaboration software solution, from India-based Pramati Technologies for $26.0 million and hired the Qontext development team. This acquisition is expected to accelerate Autodesk’s ongoing move to the cloud and expansion of social capabilities in the Autodesk 360 cloud-based service. Treated as a business combination, Qontext has been integrated into, and the related goodwill was assigned to, Autodesk’s Platform Solutions and Emerging Business segment. The amount of goodwill that is expected to be deductible for tax purposes is $24.0 million.

During the nine months ended October 31, 2012, Autodesk also completed five other business combination and technology acquisitions for a total cash consideration of approximately $52.2 million. These business combinations and technology acquisitions were not material individually or in aggregate to Autodesk’s Condensed Consolidated Financial Statements.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for each of the business combinations and technology acquisitions completed during the nine months ended October 31, 2012:



	Vela			Socialcam			Qontext		Other
Developed technologies	$	5.9		$	1.9		$	2.0	$	10.9
Customer relationships	3.6			—			—		1.5
Trade name	2.6			5.3			—		1.5
User List	—			22.3			—		—
Patent	—			—			—		—
Goodwill	57.6			23.0			24.0		38.3
Deferred revenue (current and non-current)	(2.0		)	—			—		—
Deferred tax asset (liability)	3.9			(9.4		)	—		—
Net tangible assets (liabilities)	4.4			(0.2		)	—		—
Total	$	76.0		$	42.9		$	26.0	$	52.2

For Vela and Socialcam, the business combination accounting is not yet finalized. The initial accounting was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the business combination accounting that are not yet finalized are amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction and residual goodwill.