Autodesk 2009 Annual Report Download - page 163

AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 13. Business Combinations
The following acquisitions were accounted for under Statement of Financial Accounting Standards No. 141,
“Business Combinations (“SFAS 141”). Accordingly, the results of operations of each acquisition are included in
the accompanying Consolidated Statements of Income since the acquisition dates, and the related assets and
liabilities were recorded based upon their relative fair values at their respective acquisition dates. Pro forma
financial information has not been presented as their historical operations were not material to Autodesk’s
Consolidated Financial Statements either individually or in the aggregate.
Fiscal 2009 Acquisitions
Moldflow
In June 2008, Autodesk acquired Moldflow Corporation (“Moldflow”), based in Framingham, Massachusetts.
Moldflow software solutions are used for the design and engineering of injection-molded plastic parts. The
acquisition of Moldflow added simulation and optimization capabilities to Autodesk’s digital prototyping solution
portfolio. Autodesk acquired Moldflow for $22.00 per share, or approximately $183.5 million cash, net of cash
acquired. The acquisition was structured as a cash tender offer for all the outstanding shares of Moldflow common
stock, followed by a merger of an Autodesk subsidiary into Moldflow where Moldflow survived as a wholly-owned
subsidiary of Autodesk. Autodesk incorporated Moldflow into Autodesk’s MSD segment.
Management’s preliminary allocation of the purchase price consideration, based on a valuation of the
acquired assets and liabilities, was as follows:
Developed technologies (6 year useful life) ......................................... $ 33.1
Customer relationships (6 year useful life) ......................................... 32.6
Tradename(6yearusefullife) .................................................. 6.9
In-process research and development ............................................. 16.2
Goodwill .................................................................... 124.9
Deferred revenue ............................................................. (3.0)
Restructuring reserve .......................................................... (2.9)
Deferredtaxassets ............................................................ 7.6
Deferred tax liabilities ......................................................... (30.7)
Net tangible assets ............................................................ 94.5
$279.2
In-process research and development represents incomplete research and development projects that had not
reached technological feasibility and had no alternative future use as of the acquisition date. Total in-process
research and development related to Moldflow of $16.2 million was expensed to research and development
during fiscal 2009 on the Consolidated Statement of Income.
Customer relationships represent the underlying relationships and agreements with Moldflow’s existing
customers. Trade name represents the estimated fair value of Moldflow’s trade name and trademarks. The $124.9
million of goodwill, which represents the excess of the purchase price over the fair value of the acquired net
tangible and intangible assets, is not deductible for tax purposes. Deferred revenue represents the estimated fair
value of the support and maintenance obligations assumed from Moldflow in connection with this acquisition.
Autodesk estimates that these support and maintenance obligations will be substantially fulfilled by the
beginning of fiscal 2011. Autodesk management approved a restructuring plan directly resulting from the
Moldflow acquisition and involving the elimination of employees and consolidation of facilities (“Moldflow
Restructuring Plan”). The total restructuring reserve established for this plan was reflected as an allocation item
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