Intel 2010 Annual Report Download - page 105

Table of Contents
INTEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pending Acquisition of McAfee, Inc.
In the third quarter of 2010, we entered into a definitive agreement to acquire McAfee, and expect to complete the acquisition
in the first quarter of 2011. Upon completion of the acquisition and subject to certain exceptions, each outstanding share of
McAfee common stock and each share of McAfee common stock subject to restricted stock awards, vested restricted stock
unit awards, and vested performance stock unit awards will be converted into the right to receive $48.00 in cash. As of the date
we entered into the agreement, the transaction had an approximate value of $7.68 billion. Subject to certain exceptions,
McAfee options, unvested restricted stock units, and unvested performance units outstanding prior to the completion of the
agreement will be converted into Intel stock options and restricted stock units, as applicable, based on formulas set forth in the
agreement. The transaction is subject to customary closing conditions.
Note 16: Divestitures
During the second quarter of 2008, we completed the divestiture of our NOR flash memory business. We exchanged certain
NOR flash memory assets and certain assets associated with our phase change memory initiatives with Numonyx for a note
receivable with a contractual amount of $144 million and a 45.1% ownership interest in the form of common stock, together
valued at $821 million. Approximately 2,500 employees of our NOR flash memory business became employees of Numonyx.
We did not incur a gain or loss upon completion of the transaction in the second quarter of 2008, as we had recorded asset
impairment charges in quarters prior to deal closure. For further discussion, see “
Note 19: Restructuring and Asset Impairment
Charges.” Subsequent to the divestiture, in the third quarter of 2008 we recorded a $250 million impairment charge on our
investment in Numonyx within gains (losses) on equity method investments, net. During 2010, we sold our ownership interest
in Numonyx to Micron. For further information, see “Note 11: Equity Method and Cost Method Investments.”
During the first quarter of 2008, we completed the divestiture of a portion of the telecommunications-related assets of our
optical platform division. Consideration for the divestiture was $85 million, including $75 million in cash and common shares
of the acquiring company, with an estimated value of $10 million at the date of purchase. We entered into an agreement with
the acquiring company to provide certain manufacturing and transition services for a limited time that has since been
completed. During the first quarter of 2008, as a result of this divestiture, we recorded a net gain of $39 million within interest
and other, net. During the second quarter of 2008, we completed the sale of the remaining portion of our optical platform
division for common shares of the acquiring company with an estimated value of $27 million at the date of purchase. Overall,
approximately 100 employees of our optical products business became employees of the acquiring company.
Note 17: Goodwill
Goodwill activity for the years ended December 25, 2010 and December 26, 2009 was as follows:
75
Other Intel
Digital
Architecture
Other
Enterprise
Mobility
PC Client
Data Center
Operating
Operating
(In Millions)
Group Group Group Group Segments
Segments
Total
December 27, 2008
$
3,515
$
248
$
—
$
—
$
—
$
169
$
3,932
Additions due to business
combinations
192
142
—
—
—
155
489
Transfers
(3,707
)
(390
)
2,220
1,459
507
(89
)
—
December 26, 2009
$
—
$
—
$
2,220
$
1,459
$
507
$
235
$
4,421
Additions due to business
combinations
—
—
14
—
75
21
110
December 25, 2010
$
—
$
—
$
2,234
$
1,459
$
582
$
256
$
4,531