NOTE 4. ACQUISITIONS

Year Ended June 30, 2012

During the year ended June 30, 2012, the Company completed acquisitions of five businesses that have added to the Company's portfolio of cyber security and information technology modernization solutions, three in the United States and two in Europe, as follows:

On July 1, 2011, the acquisition of 100 percent of Pangia Technologies, LLC (Pangia), a United States-based company that provides technical solutions in the areas of computer network operations, information assurance, mission systems, software and systems engineering, and IT infrastructure support to the US government;
On September 1, 2011, the acquisition of 100 percent of Paradigm Holdings, Inc., the parent of Paradigm Solutions Corporation (Paradigm), a United States-based company that provides cybersecurity and enterprise IT solutions to clients in federal civilian agencies, the Department of Defense, and the Intelligence Community;
On October 3, 2011, the acquisition of 100 percent of Advanced Programs Group, LLC (APG), a United States- based company that provides Oracle e-Business Services in the Federal market;
On February 1, 2012, the acquisition of 100 percent of Tomorrow Communications Ltd (TCL), a United Kingdom company specializing in the design, implementation and on-going management and support of data networks operated by large commercial companies; and
On May 25, 2012, the acquisition of 100 percent of PSB Informatiesystemen BV (PSB), a Dutch company that sells and maintains its proprietary 'OSIRIS' student administration system used throughout the Dutch higher education sector.

The combined initial purchase consideration paid to acquire these five businesses was approximately $187.1 million, of which $10.0 million was deposited into escrow accounts pending final determination of the net worth of the assets acquired and to secure the sellers' indemnification obligations for the United States-based acquisitions and approximately $2.4 million was retained by the Company to secure the European-based sellers' indemnification obligations (collectively, Indemnification Amounts). Remaining Indemnification Amounts, if any, at the end of the indemnification periods will be distributed to the sellers. All remaining Indemnification Amounts, if any, are expected to be distributed to the sellers by May 2014.

Subsequent to the dates of the acquisitions, the Company and the sellers of each company agreed on the net worth of the assets acquired in each acquisition and, as a result, the Company paid an additional $6.1 million of purchase consideration. In addition, the Company may be required to pay to the sellers of TCL additional consideration of up to approximately $6.2 million based upon events to occur in the first year subsequent to the acquisition date. The acquisition date fair value of the contingent consideration was $5.9 million.

The Company has completed its detailed valuations of the assets acquired and liabilities assumed. Based on the Company's valuations, the total consideration of $199.1 million has been allocated to assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed, as follows (in thousands):


Cash	$	8,136
Accounts receivable		20,856
Prepaid expenses and other current assets		7,374
Property and equipment		617
Customer contracts, customer relationships, non-compete agreements		43,166
Goodwill		142,163
Other assets		51
Accounts payable		(3,482	)
Accrued expenses and other current liabilities		(11,626	)
Long-term deferred taxes		(8,202	)
Total consideration paid	$	199,053

The value attributed to customer contracts, customer relationships and non-compete agreements is being amortized on an accelerated basis over periods ranging from four to 15 years. The weighted average amortization period is 10 years.

During the year ended June 30, 2012, these five businesses generated $89.6 million of revenue from the dates of acquisition through the Company's fiscal year end.

Year Ended June 30, 2011

During the year ended June 30, 2011, the Company completed acquisitions of three businesses, two in the United States and one in the United Kingdom. The total consideration recorded to acquire these three businesses, including the amounts paid at closing, and additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, was approximately $134.6 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $98.8 million to goodwill and $37.9 million to other intangible assets, primarily customer relationships, with the balance allocated to net tangible assets and liabilities assumed. These fair values represent management's calculations of the fair values as of the acquisition dates and are based on analysis of supporting information.

Year Ended June 30, 2010

During the year ended June 30, 2010, the Company completed acquisitions of three businesses, two in the United States and one in the United Kingdom. The total consideration recorded to acquire these three businesses, including the amounts paid at closing, additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, and the fair value at the date of each acquisition attributable to contingent consideration which may have been paid to the sellers of each acquisition based on events to occur in the first two years subsequent to each acquisition date, was approximately $129.1 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $83.0 million to goodwill and $48.2 million to other intangible assets, primarily customer relationships and acquired technologies, with the balance allocated to net tangible assets and liabilities assumed. These fair values represented management's calculations of the fair values as of the acquisition dates and were based on analysis of supporting information.

The maximum contingent consideration that could have been paid in connection of all three acquisitions was $49.0 million, and the combined acquisition date fair value was $35.8 million. During the years ended June 30, 2012 and 2011, $20.3 million and $3.3 million, respectively, of contingent consideration was earned and paid in connection with these acquisitions. No further consideration will be paid for these acquisitions. See Note 22 for additional information.