Computer Associates 2011 Annual Report Download - page 77

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Goodwill from Arcot and the Company’s other fiscal 2011 acquisitions that will be deductible for tax purposes is not expected
to be material.
During fiscal year 2010, the Company acquired the following:
•Nimsoft AS (Nimsoft) — the Company acquired 100% of the voting equity interests of Nimsoft, a privately held provider of
IT performance and availability monitoring solutions for emerging enterprises and managed service providers. The
acquisition of Nimsoft extends the Company’s ability to meet the needs of emerging enterprises and managed service
providers. The total purchase price of the acquisition was approximately $353 million.
•3Tera, Inc. (3Tera) — the Company acquired 100% of the voting equity interests of 3Tera, a privately held provider of IT
performance and availability monitoring solutions for emerging enterprises and managed software providers. The
acquisition of 3Tera helps the Company expand its portfolio of technology management solutions. The total purchase price
of the acquisition was approximately $100 million.
•Oblicore, Inc. (Oblicore) — the Company acquired 100% of the voting equity interests of Oblicore, a privately held provider
of service level management software for enterprises and service providers. The total purchase price of the acquisition was
approximately $20 million.
•NetQoS, Inc. (NetQoS) — the Company acquired 100% of the voting equity interests of NetQoS, a provider of network
performance management and service delivery solutions. NetQoS solutions will extend the Company’s capabilities in the
areas of application performance management and network and system management. The total purchase price of the
acquisition was approximately $200 million.
The following represents the allocation of the purchase price and estimated useful lives to the acquired net assets of the
Company’s fiscal year 2010 acquisitions at March 31, 2011:
(DOLLARS IN MILLIONS) NETQOS NIMSOFT
OTHER FISCAL 2010
ACQUISITIONS
REMAINING
ESTIMATED
USEFUL LIFE
Finite-lived intangible assets
(1)
$ 27 $ 38 $ 8 2-6 years
Purchased software 104 229 90 5-10 years
Goodwill 106 85 47 Indefinite
Deferred tax liabilities (39) (7) (23) —
Other assets net of other liabilities assumed 2 8 (2) —
Purchase price $200 $353 $120
(1) Includes customer relationships and trade names.
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 predominately due to the intangible
assets that are not separable, such as assembled workforce and going concern. Approximately $45 million and $11 million of
the goodwill is expected to be deductible for tax purposes for Nimsoft and Oblicore, respectively. None of the goodwill for
3Tera and NetQoS is expected to be deductible for tax purposes.
The pro forma effects of the Company’s fiscal 2010 acquisitions on the Company’s revenues and results of operations for
fiscal years 2010 and 2009 were considered immaterial, both individually and in the aggregate.
The Company had approximately $73 million and $74 million of accrued acquisition-related costs at March 31, 2011 and
2010, respectively. Approximately $73 million and $64 million of the accrued acquisition-related costs at March 31, 2011 and
2010, respectively, related to purchase price amounts withheld subject to indemnification protections.
Note 3 — discontinued operations
In June 2010, the Company sold its Information Governance business, consisting primarily of the CA Records Manager and
CA Message Manager software offerings and related professional services, for approximately $19 million to Autonomy. The
loss from discontinued operations was approximately $6 million and consisted of a loss from operations of approximately
$1 million, net of a tax benefit of approximately $1 million, and a loss upon disposal of approximately $5 million, inclusive
of tax expense of approximately $4 million. The loss from discontinued operations is included in the Company’s Consolidated
Statement of Operations for the fiscal year 2011.
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