Acquisitions

12 Months Ended

Jun. 30, 2011

Acquisitions

Acquisitions

NOTE 3.  ACQUISITIONS

Assets acquired and liabilities assumed in business combinations were recorded on the Company's Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates.  The results of operations of businesses acquired by the Company have been included in the Statements of Consolidated Earnings since their respective dates of acquisition.  The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill.  In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions.  Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses, which typically occurs within one year from the date of acquisition. 

On August 16, 2010, the Company acquired 100% of the outstanding shares of Cobalt, a leading provider of digital marketing solutions for the auto industry that aligns with Dealer Services' global layered applications strategy and strongly supports Dealer Services' long-term growth strategy, for approximately $405.4 million in cash, net of cash acquired.

The purchase price allocation for Cobalt is as follows:

Accounts receivable, net	$            42.5
Goodwill	311.7
Identifiable intangible assets	111.6
Other assets	57.4
Total assets acquired	$          523.2
Total liabilities acquired	$            96.1

The Company determined the purchase price allocations for this acquisition based on estimates of the fair value of tangible and intangible assets acquired and liabilities assumed, utilizing recognized valuation techniques, including the income and market approaches. Goodwill for Cobalt, which is not deductible for tax purposes, resulted from the expected impact to Dealer Services' long-term growth strategy. Intangible assets for Cobalt, which totaled $111.6 million, included customer contracts and lists, software and trademarks that are being amortized over a weighted average life of approximately 11 years. There is no contingent consideration relating to the Cobalt acquisition.

In addition to Cobalt, the Company acquired eight businesses in fiscal 2011 for approximately $370.6 million, net of cash acquired.  The purchase price for these acquisitions includes $1.6 million in accrued contingent payments expected to be paid in future periods. These acquisitions resulted in approximately $269.8 million of goodwill.  Intangible assets acquired, which totaled approximately $134.8 million, consist of software, customer contracts and lists and trademarks that are being amortized over a weighted average life of 9 years.  In addition, the Company made $0.8 million of contingent payments in fiscal 2011 relating to previously consummated acquisitions. As of June 30, 2011, the Company had contingent consideration remaining for all transactions of approximately $7.0 million. 

The Company acquired five businesses in fiscal 2010 for approximately $101.0 million, net of cash acquired.  The purchase price for these acquisitions includes $3.7 million in accrued contingent payments expected to be paid in future periods.  These acquisitions resulted in approximately $80.8 million of goodwill.  Intangible assets acquired, which totaled approximately $33.5 million, consist of software, customer contracts and lists and trademarks that are being amortized over a weighted average life of 7 years.  In addition, the Company made $2.6 million of contingent payments in fiscal 2010 relating to previously consummated acquisitions. As of June 30, 2010, the Company had contingent consideration remaining for all transactions of approximately $7.1 million. 

The Company acquired four businesses in fiscal 2009 for approximately $62.7 million, which includes $6.4 million in accrued contingent payments expected to be paid in future periods and which is net of cash acquired.  These acquisitions resulted in approximately $60.3 million of goodwill.  Intangible assets acquired, which totaled approximately $20.8 million, consist of software, customer contracts and lists and trademarks that are being amortized over a weighted average life of 9 years.  In addition, the Company made $10.7 million of contingent payments in fiscal 2009 relating to previously consummated acquisitions.

The acquisitions discussed above for fiscal 2011, 2010, and 2009 were not material, either individually or in the aggregate, to the Company's operations, financial position or cash flows.