3. Acquisition

On January 14, 2013, the Company acquired Open Solutions Inc. (“Open Solutions”), a provider of account processing technology for financial institutions for a cash purchase price of $55 million. The Company also assumed approximately $960 million of debt in connection with the acquisition. This acquisition advances the Company’s go-to-market strategies by adding a number of products and services and by expanding the number of account processing clients to which the Company can provide a broad array of its add-on solutions.

The preliminary allocation of purchase price recorded for Open Solutions is as follows:


(In millions)
Cash and cash equivalents	$	39
Trade accounts receivable		41
Prepaid expenses and other current assets		41
Intangible assets		571
Goodwill		531
Other long-term assets		18
Accounts payable and other current liabilities		(140	)
Long-term debt, less current maturities		(952	)
Other long-term liabilities		(94	)

Total cash purchase price	$	55

The cash purchase price and repayment of assumed debt were funded utilizing a combination of available cash and existing availability under the Company’s revolving credit facility. The amounts attributed to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustment. The preliminary purchase price allocation resulted in goodwill of approximately $531 million, of which a portion is expected to be deductible for tax purposes, and is primarily attributable to synergies with the products and services that Open Solutions provides and the anticipated value of selling the Company’s products and services to Open Solutions’ existing client base. The preliminary values allocated to intangible assets are as follows:


(In millions)	Gross Carrying Amount		Weighted- Average Useful Life
Customer related intangible assets	$	460		20 years
Acquired software and technology		105		7 years
Trade name		6		10 years

	$	571

The results of operations, including approximately $60 million of revenue, and goodwill for Open Solutions have been included within the Financial Institution Services (“Financial”) segment from the date of acquisition. As a result of the acquisition, the Company has incurred certain merger and integration costs, including a $30 million non-cash impairment charge related to the Company’s decision to replace its existing Acumen account processing platform with DNA^TM, an Open Solutions account processing platform. The Acumen platform costs were recorded as capitalized software and included in the Financial segment assets. The related impairment charge was recorded in cost of product within the Corporate and Other segment for the three months ended March 31, 2013 as this charge is excluded from the Company’s measure of the Financial segment’s operating performance.

The following unaudited supplemental pro forma information presents the Company’s results of operations as though the acquisition of Open Solutions had occurred on January 1, 2012. This information is presented for informational purposes and is not necessarily indicative of the Company’s operating results which would have occurred had the acquisition been consummated as of that date. The pro forma information presented below does not include anticipated synergies or certain other expected benefits of the acquisition and should not be used as a predictive measure of our future results of operations.


	(Unaudited)
(In millions, except per share data)	Three Months Ended March 31, 2012
Total revenue	$	1,182
Net income	$	138
Net income per share—basic	$	1.00
Net income per share—diluted	$	0.98