Yahoo 2009 Annual Report Download - page 83

Yahoo! Inc.
Notes to Consolidated Financial Statements—(Continued)
The above unaudited pro forma financial information includes adjustments for interest income on cash disbursed
for the acquisitions, amortization of identifiable intangible assets, stock-based compensation expense, and related
tax effects.
Transactions completed in 2008
Maven. On February 11, 2008, the Company acquired Maven Networks, Inc. (“Maven”), a leading online video
platform provider. The Company believed that Maven assisted the Company in expanding state-of-the-art
consumer video and advertising experiences on Yahoo! and the Company’s network of video publishers across
the Web. The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired
from Maven and as a result, the Company recorded goodwill in connection with this transaction. Under the terms
of the agreement, the Company acquired all of the equity interests (including all outstanding options and
restricted stock units) in Maven. Maven stockholders were paid in cash and outstanding Maven options and
restricted stock units were assumed. Assumed Maven options and restricted stock units are exercisable for, or
will settle in, shares of Yahoo! common stock.
The total purchase price of $143 million consisted of $141 million in cash consideration and $2 million of direct
transaction costs. In connection with the acquisition, the Company issued stock-based awards valued at
$21 million which is being recognized as stock-based compensation expense as the awards vest over a period of
up to four years.
The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was
as follows (in thousands):
Cash acquired ...................................................................... $ 257
Other tangible assets acquired ......................................................... 16,869
Amortizable intangible assets:
Customer contracts and related relationships .......................................... 7,100
Developed technology and patents .................................................. 57,100
Trade name, trademark, and domain name ........................................... 1,200
Goodwill .......................................................................... 87,404
Total assets acquired ............................................................ 169,930
Liabilities assumed .................................................................. (3,628)
Deferred income taxes ............................................................... (23,485)
Total ......................................................................... $142,817
The amortizable intangible assets have useful lives not exceeding six years and a weighted average useful life of
five years. No amounts have been allocated to in-process research and development and $87 million has been
allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible
and identifiable intangible assets acquired and is not deductible for tax purposes. The goodwill recorded in
connection with this acquisition is primarily included in the U.S. segment.
Other Acquisitions—Business Combinations. During the year ended December 31, 2008, the Company acquired
two other companies, which were accounted for as business combinations. The total purchase price for these
acquisitions was $71 million and consisted of $68 million in cash consideration and $3 million of direct
transaction costs. The total cash consideration of $68 million less cash acquired of $25 million resulted in a net
cash outlay of $43 million. Of the purchase price, $51 million was allocated to goodwill, $15 million to
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