XML 57 R11.htm IDEA: XBRL DOCUMENT v2.3.0.15
Business Combinations, Intangibles and Goodwill
9 Months Ended
Sep. 30, 2011
Business Combinations, Intangibles and Goodwill

3.       Business Combinations, Intangibles and Goodwill

 

During the nine months ended September 30, 2011, we acquired all of the capital stock of NetWitness Corporation, a privately-held, market-leading provider of network security analysis solutions. This acquisition complements and expands our RSA Information Security segment. Additionally, during the nine months ended September 30, 2011, VMware acquired six companies. The aggregate consideration for these seven acquisitions was $539.8 million which consisted of $536.6 million of cash consideration, net of cash acquired and $3.2 million for the fair value of our stock options granted in exchange for the acquirees' stock options. The consideration paid was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The allocation to goodwill, intangibles and net assets was approximately $375.8 million, $157.1 million and $6.9 million, respectively. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The results of these acquisitions have been included in the consolidated financial statements from the date of purchase. Pro forma results of operations have not been presented as the results of the acquired companies were not material, individually or in the aggregate, to our consolidated results of operations for the three or nine months ended September 30, 2011 or 2010.

 

Intangible Assets

 

Intangible assets, excluding goodwill, as of September 30, 2011 and December 31, 2010 consist of (tables in thousands):

 

  September 30, 2011
  Gross Carrying Accumulated  
  Amount Amortization Net Book Value
 Purchased technology$1,620,912 $(982,625) $638,287
 Patents 224,865  (68,367)  156,498
 Software licenses 88,993  (81,461)  7,532
 Trademarks and tradenames 172,851  (88,916)  83,935
 Customer relationships and customer lists 1,329,774  (560,646)  769,128
 In-process research and development 43,900   -  43,900
 Leasehold interest 151,083   (1,442)  149,641
 Other 25,822  (22,776)  3,046
  Total intangible assets, excluding goodwill$3,658,200 $(1,806,233) $1,851,967

In the quarter ended June 30, 2011, we, along with three other technology companies, acquired specific patents from Novell, Inc. The purchase price for the patent portfolio was $450.0 million, of which we paid $112.5 million. We assigned the patent portfolio an average life of 10 years, based on average contractual term remaining on the patents we acquired. The cash outflow was included in strategic and other related investments in the investing activities section of the Consolidated Statements of Cash Flows.

 

In the quarter ended June 30, 2011, VMware closed an agreement to purchase all of the right, title and interest in a ground lease covering the property and improvements located on property adjacent to VMware's Palo Alto, California campus for $225.0 million. Based upon the respective fair values and preliminary assumptions, $51.9 million of the purchase price was recorded to property, plant and equipment, net on the June 30, 2011 Consolidated Balance Sheet, representing the estimated fair value of the buildings and site improvements. The remaining $173.1 million of the purchase price was recorded to intangible assets, net on the June 30, 2011 Consolidated Balance Sheet, for the fair value of the ground lease and the right to develop additional square footage on the parcel.

 

In the three months ended September 30, 2011, the gross amount classified to property, plant and equipment, net was increased by $22.0 million to $73.9 million to reflect the final assumptions regarding VMware's intended use of the existing structures. As a result of this adjustment, the gross amount of the value attributed to the leasehold interest was decreased by the same amount. These adjustments are reflected on the Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and the Consolidated Balance Sheets as of September 30, 2011. Concurrent with the closing of the transaction, VMware entered into an amended and restated ground lease for the related property. The buildings and site improvements will be depreciated from the date they are placed into service through the term of the amended and restated ground lease, and intangible assets will amortize through 2046.

  December 31, 2010
  Gross Carrying Accumulated  
  Amount Amortization Net Book Value
 Purchased technology$1,509,616 $(873,095) $636,521
 Patents 62,170  (62,134)  36
 Software licenses 84,583  (72,115)  12,468
 Trademarks and tradenames 171,651  (74,725)  96,926
 Customer relationships and customer lists 1,275,908  (447,411)  828,497
 In-process research and development 43,900   -  43,900
 Other 25,632  (19,713)  5,919
  Total intangible assets, excluding goodwill$3,173,460 $(1,549,193) $1,624,267

Goodwill

 

Changes in the carrying amount of goodwill, net, for the nine months ended September 30, 2011 and the year ended December 31, 2010 consist of (tables in thousands):

 

 Nine Months Ended September 30, 2011
 Information Storage Information Intelligence Group RSA Information Security VMware Virtual Infrastructure Total
         
         
Balance, beginning of the period $7,029,341 $1,467,903 $1,663,213 $1,612,193 $11,772,650
Goodwill resulting from acquisitions  0  0  187,445  188,395  375,840
Tax deduction from exercise of stock options (73)  0  (95)  0  (168)
Finalization of purchase price allocations 4,038  0  (1,982)  3,273  5,329
Balance, end of the period$7,033,306 $1,467,903 $1,848,581 $1,803,861 $12,153,651

 Year Ended December 31, 2010
 Information Storage Information Intelligence Group RSA Information Security VMware Virtual Infrastructure Total
         
         
Balance, beginning of the year $5,045,086 $1,476,520 $1,529,408 $1,159,362 $9,210,376
Goodwill resulting from acquisitions  2,287,712  0  140,013  178,201  2,605,926
Tax deduction from exercise of stock options (548)  (2,424)  (1,103)  0  (4,075)
Other adjustments (275,405)  0  0  275,405  0
Finalization of purchase price allocations (27,504)  (6,193)  (5,105)  (775)  (39,577)
Balance, end of the year $7,029,341 $1,467,903 $1,663,213 $1,612,193 $11,772,650

Other adjustments to goodwill in the year ended December 31, 2010 include the transfer of the goodwill related to the Ionix information technology management business from the Information Storage segment to the VMware Virtual Infrastructure segment. The goodwill transfer related to the common control acquisition of certain software product technology and related capabilities of our Ionix business by VMware. See Note 15 for additional details.