Business Combinations

3 Months Ended

Apr. 30, 2011

Business Combinations

8. Business Combinations

During the quarter ended April 30, 2011, Autodesk completed the business combinations described below. The results of operations for the following acquisitions are included in the accompanying Condensed Consolidated Statement of Operations since their respective acquisition date. Pro forma results of operations have not been presented because the effects of the following acquisitions, individually and in the aggregate, were not material to Autodesk’s Condensed Consolidated Financial Statements.

Scaleform

On March 1, 2011, Autodesk acquired Scaleform Corporation (“Scaleform”) for total consideration of $36.2 million. Scaleform was a privately held middleware and user interface tools company, whose technology has been licensed in the development of games across all major hardware platforms. Scaleform has been integrated into Autodesk’s M&E segment.

Under the acquisition method of accounting, Autodesk allocated the fair value of the total consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration over the aggregate fair values as goodwill.

The allocation of purchase consideration to assets and liabilities is not yet finalized. The allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction and residual goodwill. The fair values of the assets acquired and liabilities assumed by major class in the acquisition were recognized as follows:

Developed technologies (5 year useful life)	$	5.9
Customer relationships (5 year useful life)		4.4
Trade name (5 year useful life)		1.4
Patent (10 year useful life)		3.6
In-process research and development		0.6
Goodwill		22.6
Deferred tax liability		(2.5	)
Net tangible assets		0.2
	$	36.2

The $22.6 million of goodwill, which represents the excess of the consideration over the fair value of the acquired net tangible and intangible assets, is not deductible for income tax purposes.

Blue Ridge Numerics

On March 10, 2011, Autodesk acquired Blue Ridge Numerics, Inc (“Blue Ridge”) for total consideration of $41.2 million. Blue Ridge was a privately held company that designed and sold software that enables mechanical engineers to study fluid flow and thermal performance in virtual prototyping. Blue Ridge has been integrated into Autodesk’s MFG segment.

Under the acquisition method of accounting Autodesk allocated the fair value of the total consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration over the aggregate fair values as goodwill.

The allocation of purchase consideration to assets and liabilities is not yet finalized. The allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction and residual goodwill. The fair values of the assets acquired and liabilities assumed by major class in the acquisition were recognized as follows:

Developed technologies (3 year useful life)	$	6.0
Customer relationships (4 year useful life)		9.2
Trade name (3 year useful life)		1.1
In-process research and development		0.6
Goodwill		22.3
Deferred revenue		(1.2	)
Deferred tax liability		(3.6	)
Net tangible assets		6.8
	$	41.2

The $22.3 million of goodwill, which represents the excess of the consideration over the fair value of the acquired net tangible and intangible assets, is not deductible for income tax purposes.