Oracle 2010 Annual Report Download - page 175

ACQUISITIONS
ACQUISITIONS
(USD $)
12 Months Ended
05/31/2011
ACQUISITIONS 2. ACQUISITIONS
Fiscal 2011 Acquisitions
On January 5, 2011, we completed our acquisition of Art Technology Group, Inc. (ATG), a provider of eCommerce software and related on
demand commerce optimization applications. We have included the financial results of ATG in our consolidated financial statements from
the date of acquisition. The total preliminary purchase price for ATG was approximately $1.0 billion, which consisted of approximately $990
million in cash and $16 million for the fair value of stock options and restricted stock-based awards assumed. In allocating the total
preliminary purchase price for ATG based on estimated fair values, we preliminarily recorded $549 million of goodwill, $404 million of
identifiable intangible assets and $53 million of net tangible assets.
On August 11, 2010, we completed our acquisition of Phase Forward Incorporated (Phase Forward), a provider of applications for life
sciences companies and healthcare providers. We have included the financial results of Phase Forward in our consolidated financial
statements from the date of acquisition. The total preliminary purchase price for Phase Forward was approximately $736 million, which
consisted of approximately $735 million in cash and $1 million for the fair value of restricted stock-based awards assumed. In allocating the
total preliminary purchase price for Phase Forward based on estimated fair values, we preliminarily recorded $355 million of goodwill, $370
million of identifiable intangible assets, $20 million of in-process research and development and $9 million of net tangible liabilities
(resulting primarily from deferred tax liabilities assumed as a part of this transaction).
During fiscal 2011, we acquired certain other companies and purchased certain technology and development assets to expand our products
and services offerings. These acquisitions were not significant individually or in the aggregate. We have included the financial results of
these companies in our consolidated results from their respective acquisition dates.
In aggregate, companies acquired during fiscal 2011 contributed $231 million to our total software revenues. Other revenue and earnings
contributions were not separately identifiable due to the integration of these acquired entities into our existing operations.
The preliminary purchase price allocations for acquisitions completed during fiscal 2011 were based upon preliminary calculations and
valuations and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information for our
estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of those preliminary
purchase price allocations that are not yet finalized related to certain tangible assets and liabilities acquired, identifiable intangible assets,
certain legal matters, income and non-income based taxes and residual goodwill.
Subsequent to fiscal 2011, we agreed to acquire certain other companies for amounts that are not material to our business. We expect to close
such acquisitions within the next twelve months.
Fiscal 2010 Acquisitions
Acquisition of Sun Microsystems, Inc.
On January 26, 2010 we completed our acquisition of Sun, a provider of hardware systems, software and services, by means of a merger of
one of our wholly owned subsidiaries with and into Sun such that Sun became a wholly owned subsidiary of Oracle. We acquired Sun to,
among other things, expand our product offerings by adding Sun’s existing hardware systems business and broadening our software and
services offerings. We have included the financial results of Sun in our consolidated financial statements from the date of acquisition. For
fiscal 2010, we estimate that Sun’s contribution to our total revenues was $2.8 billion, which included allocations of revenues from our
software and services businesses that were not separately identifiable due to our integration activities. For fiscal 2010, Sun reduced our
operating income by $620 million, which included management’s allocations and estimates of revenues and expenses that were not
separately identifiable due to our integration activities, intangible asset amortization, restructuring expenses and stock-based compensation
expenses.
The total purchase price for Sun was $7.3 billion which consisted of $7.2 billion in cash paid to acquire the outstanding common stock of
Sun and $99 million for the fair value of stock options and restricted-stock based awards assumed. In allocating the purchase price based on
estimated fair values, we recorded approximately $1.4 billion of goodwill, $3.3 billion of identifiable intangible assets, $415 million of
in-process research and development and $2.2 billion of net tangible assets.
Other Fiscal 2010 Acquisitions
During fiscal 2010, we acquired certain other companies and purchased certain technology and development assets to expand our product
and services offerings. These acquisitions were not significant individually or in the aggregate. We have included the financial results of
these companies in our consolidated results from their respective acquisition dates.
Fiscal 2009 Acquisitions
During fiscal 2009, we acquired several companies and purchased certain technology and development assets to expand our product
offerings. These acquisitions were not individually significant. We have included the financial results of these companies in our consolidated
results from their respective acquisition dates. In the aggregate, the total purchase price for these acquisitions was approximately $1.2 billion,
which consisted of approximately $1.2 billion in cash, $1 million for the fair value of stock options and restricted stock-based awards
assumed and $13 million for transaction costs. In allocating the total purchase price for these acquisitions based on estimated fair values, we
recorded $708 million of goodwill, $587 million of identifiable intangible assets, $96 million of net tangible liabilities (resulting primarily
from deferred tax and restructuring liabilities assumed as a part of these transactions) and $10 million of in-process research and
development.
Source: ORACLE CORP, 10-K, June 28, 2011 Powered by Morningstar® Document Research℠