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ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
94
Assets acquired and liabilities assumed were recorded at their fair values as of October 23, 2009. The total $1.8 billion
purchase price was comprised of the following (in thousands):
Acquisition of approximately 79 million shares of outstanding common stock of Omniture at $21.50
per share in cash ..................................................................................................................................
$
1,698,926
Estimated fair value of earned stock options and restricted stock units assumed and converted ............
84,968
Estimated direct transaction costs ...........................................................................................................
14,365
Total purchase price ............................................................................................................................
$
1,798,259
Purchase Price Allocation
Under the purchase accounting method, the total purchase price was allocated to Omniture’ s net tangible and intangible
assets based upon their estimated fair values as of October 23, 2009. The excess purchase price over the value of the net
tangible and identifiable intangible assets was recorded as goodwill.
The table below summarizes the allocation of the purchase price to the acquired net assets of Omniture based on their
estimated fair values as of October 23, 2009 and the associated estimated useful lives at that date. During the first half of
fiscal 2010, we finalized our purchase accounting after adjustments were made to the preliminary purchase price allocation to
reflect the finalization of the valuation of intangible assets and deferred revenue. Additional adjustments were also made to
restructuring liabilities, taxes and residual goodwill.
(in thousands)
Amount
Weighted
Average
Useful Life
(years)
Net tangible assets ..............................................................................................................
$
33,397
Identifiable intangible assets:
Existing technology ........................................................................................................
176,200
6
Customer contracts and relationships..............................................................................
168,600
11
Contract backlog .............................................................................................................
44,800
2
Non-competition agreements ..........................................................................................
900
2
Trademarks .....................................................................................................................
41,000
8
In-process research and development .............................................................................
4,600
N/A
Goodwill .............................................................................................................................
1,340,021
Restructuring liability .........................................................................................................
(11,259
)
Total purchase price allocation .......................................................................................
$
1,798,259
Net tangible assets—Omniture’ s tangible assets and liabilities as of October 23, 2009 were reviewed and adjusted to their
fair value as necessary. Among the net tangible assets assumed were $137.4 million in cash and cash equivalents, $119.2
million in trade receivables, $40.9 million in property, plant and equipment, $44.8 million in accrued expenses and $109.6
million in net deferred tax liabilities.
Deferred revenue—Included in net tangible assets is Omniture’ s deferred revenue which represents advance payments
from customers related to subscription contracts and professional services. We recorded an adjustment to reduce Omniture’ s
carrying value of deferred revenue by $40.8 million to $86.3 million, which represents the fair value of the contractual
obligations assumed.
Identifiable intangible assets—Existing technology acquired primarily consists of Omniture’s SiteCatalyst Web
analytics, Omniture Test & Target, and HBX subscription service offerings and also consists of Omniture SiteSearch,
Omniture Merchandising and Omniture Insight products and subscription services. The estimated fair value of the existing
technology was determined based on the present value of the expected cash flows to be generated by each existing
technology. Customer relationships consist of Omniture’ s contractual relationships and customer loyalty related to their
enterprise and mid-market customers as well as partner customers that resell Omniture’s services to end users. Contract
backlog relates to subscription contracts and professional services. We amortize the fair value of the contract backlog based
on the pattern in which the economic benefits will be consumed. Trademarks include the Omniture trade name as well as
SiteCatalyst, Omniture SearchCenter, Omniture Discover, Omniture Genesis, and HBX product names. Non-compete
agreements include agreements with key Omniture employees that preclude them from competing against Omniture for a
period of two years. With the exception of contract backlog, we amortize the fair value of these intangible assets on a
straight-line basis over their respective estimated useful lives.