Acquisitions

During the fiscal years ended January 31, 2014 and January 31, 2013, Autodesk completed the business combinations and technology purchases described below. The results of operations for the following acquisitions are included in the accompanying Consolidated Statement of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because the effects of the following acquisitions, individually and in the aggregate, were not material to Autodesk's Consolidated Financial Statements.

For acquisitions accounted for as business combinations, 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.

Fiscal 2014 Acquisitions

On November 21, 2013, Autodesk acquired all of the outstanding shares of Graitec SA (“Graitec”) for total cash consideration of $87.0 million. The acquisition will enhance Autodesk’s current offerings for structural engineering and expand its portfolio of technology for Building Information Modeling ("BIM") for structural fabrication and detailing. Graitec will be integrated into Autodesk’s AEC segment. The amount of goodwill that is expected to be deductible for tax purposes is $73.4 million.

During the fiscal year ended January 31, 2014, Autodesk also completed 14 other business combination and technology acquisitions for total cash consideration of approximately $89.7 million. These business combinations and technology acquisitions were not material individually or in aggregate to Autodesk's 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 fiscal year ended January 31, 2014:



	Graitec			Other
Developed technologies	$	15.9		$	15.9
Customer relationships	2.2			2.8
Trade name	1.7			1.8
User List	—			—
Goodwill	73.4			67.0
Deferred Revenue (current and non-current)	—			—
Deferred tax (liability) asset	(6.2		)	0.7
Net tangible assets (liabilities)	—			1.5
	$	87.0		$	89.7

For Graitec, the allocation of purchase price consideration to the assets and liabilities is not yet finalized. The allocation of the purchase price consideration was based upon a preliminary valuation and Autodesk's estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation 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.

Fiscal 2013 Acquisitions

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 provides 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 with the company that had 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 sale of the investment. Vela has been integrated into, and the related goodwill was assigned to, Autodesk's AEC 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 Consolidated Statement of Operations. Socialcam has been integrated into, and the related goodwill was assigned to, Autodesk’s PSEB 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 business and 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 PSEB segment. The amount of goodwill that is expected to be deductible for tax purposes is $24.0 million.

On December 21, 2012, Autodesk acquired PI-VR GmbH (“PI-VR”) for approximately $48.6 million. PI-VR was a privately held company based in Berlin, Germany that specializes in sophisticated real time visualization technology used primarily in the automotive industry. PI-VR has been integrated, and the related goodwill was assigned to, Autodesk's MFG segment. The amount of goodwill that is expected to be deductible for tax purposes is zero.

During the fiscal year ended January 31, 2013, Autodesk also completed nine other business combination and technology acquisitions for total cash consideration of approximately $63.2 million. These business combinations and technology acquisitions were not material individually or in aggregate to Autodesk's Consolidated Financial Statements.



	Vela			Socialcam			Qontext		PI-VR			Other
Developed technologies	$	5.9		$	1.9		$	2.0	$	7.6		$	13.6
Customer relationships	3.6			—			—		6.7			1.5
Trade name	2.6			5.3			—		1.9			2.0
User List	—			22.3			—		—			—
Goodwill	57.5			23.0			24.0		36.8			46.1
Deferred Revenue	(2.0		)	—			—		(0.1		)	—
Deferred tax asset (liability)	3.9			(9.4		)	—		(5.0		)	—
Net tangible assets (liabilities)	4.5			(0.2		)	—		0.7			—
Total	$	76.0		$	42.9		$	26.0	$	48.6		$	63.2