BUSINESS COMBINATIONS

During fiscal 2014, 2013 and 2012 the Company acquired multiple businesses, all with cash consideration. The Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition.

During fiscal 2014, the Company acquired thirteen businesses across its Engineering and Construction, Field Solutions, and Mobile Solutions segments. The purchase prices ranged from less than $0.6 million to $83.1 million. The largest acquisitions were of a company that provides software solutions to Mechanical, Electrical and Plumbing (MEP) industry and a software provider for real estate and facility management within the Engineering and Construction segment. In the aggregate, the businesses acquired during fiscal 2014 collectively contributed less than one percent to the Company's total revenue during fiscal 2014.

During fiscal 2013, the Company acquired sixteen businesses across its Engineering and Construction, Field Solutions and Mobile Solutions segments. The purchase prices ranged from less than $0.5 million to $80.0 million. The largest acquisitions were of a company that provides product and pricing information to the MEP industry within the Engineering and Construction segment, and a software for logistics providers within the Mobile Solutions segment. In the aggregate, the businesses acquired during fiscal 2013 collectively contributed less than three percent to the Company's total revenue during fiscal 2013.

During fiscal 2012, the Company acquired fourteen businesses across its Engineering and Construction, Mobile Solutions and Advanced Devices segments. The purchase prices ranged from less than $0.7 million to $333.4 million. None of the acquisitions completed were significant individually, but in the aggregate they were significant. TMW, representing 45% of the total cash consideration, was the largest of the 2012 acquisitions, and related information is presented below.

The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of each acquisition. For certain acquisitions completed in fiscal 2014, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items the fair value of intangible assets and goodwill could be impacted. Thus the provisional measurements of fair value set forth below are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.

The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions of $13.4 million, $13.5 million and $20.5 million in fiscal 2014, 2013 and 2012, respectively, were expensed as incurred and were included in General and administrative expenses in the Consolidated Statements of Income.

The following table summarizes the Company’s business combinations completed during fiscal 2014, 2013 and 2012 including TMW:



(In thousands)	Fiscal 2014			Fiscal 2013			Fiscal 2012
Fair value of total purchase consideration	$	331,776		$	284,710		$	747,822
Fair value of net assets acquired	41,143			20,919			28,846
Identified intangible assets	155,829			130,063			284,861
Deferred taxes	(46,831		)	(26,326		)	(69,774		)
Noncontrolling interests	—			(1,968		)	(387		)
Goodwill	$	181,635		$	162,022		$	504,276

Intangible Assets

The following table presents details of the Company’s total intangible assets:



	At the End of Fiscal 2014							At the End of Fiscal 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed product technology	$	770,397	$	(445,418	)	$	324,979	$	699,479	$	(363,389	)	$	336,090
Trade names and trademarks	51,216		(33,909		)	17,307		46,195		(28,699		)	17,496
Customer relationships	455,003		(226,798		)	228,205		424,630		(189,338		)	235,292
Distribution rights and other intellectual properties	78,506		(54,443		)	24,063		79,844		(49,323		)	30,521
	$	1,355,122	$	(760,568	)	$	594,554	$	1,250,148	$	(630,749	)	$	619,399

The weighted-average amortization period is six years for developed product technology, five years for trade names and trademarks, seven years for customer relationships, and eight years for distribution rights and other intellectual properties.

The following table presents details of the amortization expense of purchased and other intangible assets as reported in the Consolidated Statements of Income:



Fiscal Years	2014		2013		2012
(In thousands)
Reported as:
Cost of sales	$	82,913	$	81,119	$	60,277
Operating expenses	75,599		81,722		65,430
Total	$	158,512	$	162,841	$	125,707

The estimated future amortization expense of intangible assets at the end of fiscal 2014 is as follows (in thousands):




2015	$	165,946
2016	142,154
2017	118,866
2018	89,427
2019	46,386
Thereafter	31,775
Total	$	594,554

Goodwill

The changes in the carrying amount of goodwill for fiscal 2014 are as follows (in thousands):



	Engineering and Construction			Field Solutions			Mobile Solutions			Advanced Devices			Total
At the end of fiscal 2013	$	1,080,240		$	88,651		$	796,094		$	24,485		$	1,989,470
Additions due to acquisitions	170,054			11,581			—			—			181,635
Purchase price adjustments	(5,856		)	(298		)	3,441						(2,713		)
Foreign currency translation adjustments	(58,462		)	(3,993		)	(3,523		)	(1,245		)	(67,223		)
At the end of fiscal 2014	$	1,185,976		$	95,941		$	796,012		$	23,240		$	2,101,169

TMW

On October 2, 2012, the Company acquired all the outstanding shares of common stock of privately-held TMW Systems, Inc. (TMW) of Beachwood, Ohio, a provider of enterprise software to transportation and logistics (T&L) companies. TMW's transportation software platform serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission critical business processes are automated. TMW's enterprise software currently integrates with Trimble's T&L solutions (primarily PeopleNet), and one of the objectives of the acquisition was to leverage complementary technology to deliver to customers a more comprehensive and integrated end to end solution for transportation management. Additionally, Trimble's global presence was expected to extend TMW's reach and scope beyond its leading position in North America.

TMW’s results of operations since October 2, 2012 have been included in the Company’s Consolidated Statements of Income. TMW’s performance is reported under the Mobile Solutions business segment.

The following table summarizes the consideration transferred to acquire TMW, the assets acquired and liabilities assumed, and the estimated useful lives of the identifiable intangible assets acquired as of the acquisition date:



(Dollars in thousands)
Total purchase consideration	$	333,414
Net tangible assets acquired	3,068
Intangible assets acquired:				Estimated Useful Life
Developed product technology	71,250			6 years
Order backlog	2,630			1 year
Customer relationships	70,900			8 years
Trade name	4,200			5 years
Subtotal	148,980
Deferred tax liability	(52,495		)
Less fair value of all assets/liabilities acquired	99,553
Goodwill	$	233,861

Details of the net tangible assets acquired are as follows:



(In thousands)
Cash and cash equivalents	$	1,478
Accounts receivable	17,719
Other receivables	549
Deferred income taxes	1,162
Other current assets	1,967
Property and equipment, net	1,773
Other non-current assets	278
Accounts payable	(409		)
Accrued liabilities	(8,642		)
Deferred revenue liability	(7,677		)
Deferred income tax liabilities	(4,841		)
Other non-current liabilities	(289		)
Net tangible assets acquired	$	3,068

Goodwill recorded for TMW consisted of a valuable assembled workforce, a proven ability to generate new products and services to drive future revenue, and a premium paid by the Company for synergies unique to its business. The $233.9 million recorded for TMW was assigned to the Mobile Solutions segment. None of the amounts assigned to goodwill were deductible for tax purposes.

The following table presents pro forma results of operations of the Company and TMW as if the companies had been combined as of the beginning of the earliest period presented. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results. Included in the pro forma results are fair value adjustments based on the fair value of assets acquired and liabilities assumed as of the acquisition date. During fiscal 2012, TMW contributed $16.5 million of revenue and recorded $1.7 million of operating income. Pro-forma results include amortization of intangible assets related to the acquisitions, interest expense for debt used to purchase TMW, acquisition related costs associated with the purchase and income tax effects. The pro forma information for fiscal 2012 is as follows:



Fiscal Years	2012
(In thousands, except per share data)
Total revenues	$	2,132,918
Net income	193,837
Net income attributable to Trimble Navigation Ltd.	195,181
Basic earnings per share	$	1.55
Diluted earnings per share	$	1.52