CAPITULO V DISCUSIÓN, CONCLUSIONES Y SUGERENCIAS
5.2 Aportes y disidencias del trabajo realizado en el CECLIPSI y diversos enfoques
Clearwell Systems Inc.
On June 24, 2011, we completed the acquisition of Clearwell Systems Inc. ("Clearwell"), a privately-held provider of eDiscovery solutions. In exchange for all of the voting equity interests of Clearwell, we transferred a total consideration of $392 million, which consists of $364 million in cash, net of $20 million cash acquired, and $8 million of assumed stock options. The objective of the acquisition was to enhance our eDiscovery, archiving and backup offerings to our customers. The results of operations of Clearwell are included since the date of acquisition as part of the Storage and Server Management segment. Supplemental pro forma information for Clearwell was not material to our financial results and therefore not included.
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
Net tangible assets(1) $ 33
Intangible assets(2) 154
Goodwill(3) 268
Net tax liabilities (63)
Total purchase price $ 392
(1) Net tangible assets included deferred revenue which was adjusted down from $13 million to $3 million, representing our estimate of the fair value of
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SYMANTEC CORPORATION
Notes to Consolidated Financial Statements — (Continued)
(2) Intangible assets included customer relationships, developed technology, and tradenames of $82 million, $60 million, and $12 million, respectively,
which are amortized over their estimated useful lives of seven to nine years.
(3) Goodwill is not tax deductible. The amount resulted primarily from our expectation of synergies from the integration of Clearwell product offerings
with our existing product offerings. Other Fiscal 2012 acquisitions
During fiscal 2012, in addition to Clearwell, we completed the acquisitions of LiveOffice LLC ("LiveOffice") and another nonpublic company for an aggregate purchase price of $151 million, which consisted of $144 million in cash, net of $7 million cash acquired. The results of operations for the acquired companies have been included in the Storage and Server Management segment and the Security and Compliance segment since their respective acquisition dates. Supplemental pro forma information for these acquisitions was not material to our financial results and therefore not included. For fiscal 2012, we recorded acquisition-related transaction costs of $2 million, which were included in general and administrative expense.
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
LiveOffice Other Total
Acquisition date January 13, 2012 March 2, 2012
Net tangible (liabilities) assets(1) $ (5) $ 2 $ (3)
Intangible assets(2) 51 8 59
Goodwill(3) 69 26 95
Total purchase price $ 115 $ 36 $ 151
(1) Net tangible (liabilities) assets included deferred revenue, which was adjusted down from $12 million to $6 million, representing our estimate of the fair
value of the contractual obligation assumed for support services.
(2) Intangible assets included primarily developed technology of $44 million and customer relationships of $15 million, which are amortized over their
estimated useful lives of four to ten years. The weighted-average estimated useful lives were 4.8 years for developed technology and 9.9 years for customer relationships.
(3) Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of the acquisitions'
product offerings with our existing product offerings.
Fiscal 2011 acquisitions
Identity and Authentication Business of VeriSign, Inc.
On August 9, 2010, we completed the acquisition of the identity and authentication business of VeriSign, which included a controlling interest in VeriSign Japan and equity interests in certain other subsidiary entities. In exchange for the assets and liabilities of the acquired business, we paid a total purchase price of $1.29 billion, which consisted of $1.16 billion in cash, net of $128 million cash acquired, and working capital adjustments of $3 million. No equity interests were issued. The results of operations of the identity and authentication business of VeriSign are included since the date of acquisition as part of the Security and Compliance segment. Supplemental pro forma information for VeriSign was not material to our financial results and therefore not included. For fiscal 2011, we recorded acquisition-related transaction costs of $11 million, which were included in general and administrative expense.
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SYMANTEC CORPORATION
Notes to Consolidated Financial Statements — (Continued)
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
Net tangible assets(1) $ 178
Intangible assets(2) 628
Goodwill(3) 602
Net tax liabilities (38)
Noncontrolling interest in VeriSign Japan(4) (85)
Total purchase price $ 1,285
(1) Net tangible assets included deferred revenue, which was adjusted down from $286 million to $68 million, representing our estimate of the fair value of
the contractual obligation assumed for the support of the authentication business.
(2) Intangible assets included customer relationships of $226 million, developed technology of $123 million and tradenames of $5 million, which are
amortized over their estimated useful lives of 18 months to nine years. The weighted-average estimated useful lives were 8.0 years for customer relationships and 9.0 years for developed technology. Intangible assets also included indefinite-lived tradenames and trademarks of $274 million.
(3) Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of VeriSign product
offerings with our existing product offerings.
(4) The fair value of the noncontrolling interest was calculated on a market basis using the closing stock price of VeriSign Japan on the date of acquisition.
PGP Corporation
On June 4, 2010, we completed the acquisition of PGP Corporation ("PGP"), a nonpublic provider of email and data encryption software. In exchange for all of the voting equity interests of PGP, we paid a total purchase price of $306 million, which consisted of $299 million in cash, net of $7 million cash acquired. The results of operations of PGP are included since the date of acquisition as part of the Security and Compliance segment. Supplemental pro forma information for PGP was not material to our financial results and therefore not included. For fiscal 2011, we recorded acquisition-related transaction costs of $1 million, which were included in general and administrative expense.
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
Net tangible assets(1) $ 7
Intangible assets(2) 74
Goodwill(3) 225
Total purchase price $ 306
(1) Net tangible assets included deferred revenue, which was adjusted down from $55 million to $9 million, representing our estimate of the fair value of
the contractual obligation assumed for support services.
(2) Intangible assets included customer relationships of $29 million, developed technology of $39 million, and definite-lived tradenames of $3 million,
which are amortized over their estimated useful lives of two to eight 81
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SYMANTEC CORPORATION
Notes to Consolidated Financial Statements — (Continued)
years. The weighted-average estimated useful lives were 8.0 years for customer relationships, 5.0 years for developed technology, and 2.0 years for definite-lived tradenames. Intangible assets also included indefinite-lived in-process research and development ("IPR&D") of $3 million.
(3) Goodwill is not tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of PGP product offerings
with our existing product offerings. Other Fiscal 2011 acquisitions
During fiscal 2011, in addition to VeriSign and PGP, we completed the acquisitions of GuardianEdge Technologies, Inc. ("GuardianEdge") and two other businesses for an aggregate purchase price of $91 million, which consisted of $81 million in cash, net of $9 million cash acquired, and $1 million in assumed equity awards at fair value. The results of operations for the acquired companies have been included in the Security and Compliance segment since their respective acquisition dates. Supplemental pro forma information for these acquisitions was not material to our financial results and therefore not included. For fiscal 2011, we recorded acquisition-related transaction costs of $2 million, which were included in general and administrative expense.
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
GuardianEdge Others Total
Acquisition date June 3, 2010 Various
Net tangible assets(1) $ 3 $ — $ 3
Intangible assets(2) 30 6 36
Goodwill(3) 40 12 52
Total purchase price $ 73 $ 18 $ 91
(1) Net tangible assets included deferred revenue, which was adjusted down from $17 million to $2 million, representing our estimate of the fair value of
the contractual obligation assumed for support services.
(2) Intangible assets included customer relationships of $24 million and developed technology of $12 million, which are amortized over their estimated
useful lives of three to nine years. The weighted-average estimated useful lives were 9.0 years for customer relationships and 5.0 years for developed technology.
(3) Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of the acquisitions'
product offerings with our existing product offerings. Fiscal 2010 acquisitions
During fiscal 2010, we completed two acquisitions of nonpublic companies for an aggregate of $42 million in cash. No equity interests were issued. We recorded goodwill in connection with each of these acquisitions, which resulted primarily from our expectation of synergies from the integration of the acquired companies' technology with our technology. The goodwill for these acquisitions is only partially tax deductible, if at all. The results of operations for the acquired companies have been included in our results of operations since their respective acquisition dates. These acquisitions are included in our Security and Compliance segment.
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SYMANTEC CORPORATION
Notes to Consolidated Financial Statements — (Continued)
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
Acquisition date Various
Intangible assets(1) $ 18
Goodwill 24
Total purchase price $ 42
(1) Intangible assets included customer relationships of $13 million and developed technology of $5 million, which are amortized over their estimated
useful lives of four to 11 years. The weighted-average estimated useful lives were 10.0 years for customer relationships and 4.0 years for developed technology.