Acquisitions

12 Months Ended

Dec. 02, 2022

Figma

On September 15, 2022, we entered into a definitive agreement under which we intend to acquire Figma, Inc. (“Figma”) for approximately $20 billion, comprised of approximately half cash and half stock, subject to customary purchase price adjustments. Approximately 6 million additional restricted stock units will be granted to Figma’s Chief Executive Officer and employees that will vest over four years subsequent to closing. The transaction is subject to regulatory approvals and customary closing conditions, and is expected to close in 2023. We will be required to pay Figma a reverse termination fee of $1 billion if the transaction fails to receive regulatory clearance, assuming all other closing conditions have been satisfied or waived, or if it fails to close within 18 months from September 15, 2022.

Figma is a privately held company that provides a web-first collaborative product design platform. Following the closing, we intend to integrate Figma into our Digital Media reportable segment for financial reporting purposes.

Frame.io

On October 7, 2021, we completed the acquisition of Frame.io, a privately held company that provides a cloud-based video collaboration platform, for approximately $1.24 billion, primarily in cash consideration. The financial results of Frame.io have been included in our Consolidated Financial Statements since the date of the acquisition. Frame.io is reported as part of our Digital Media reportable segment.

During fiscal 2022, we recorded purchase accounting adjustments that were not material based on changes to management’s estimates and assumptions primarily in regards to the total purchase price and its related impact to goodwill. The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of October 7, 2021.


(dollars in millions)	Amount		Weighted Average Useful Life (years)
Purchased technology	$	331	4
In-process research and development (1)	19		N/A
Trademarks	4		3
Customer contracts and relationships	3		10


Total identifiable intangible assets	357
Net liabilities assumed	(36)		N/A
Goodwill (2)	915		N/A
Total purchase price	$	1,236

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(1) Capitalized as purchased technology and considered indefinite lived until the completion or abandonment of the associated research and development efforts.

(2) Non-deductible for tax purposes.

Workfront

On December 7, 2020, we completed the acquisition of Workfront, a privately held company that provides a workflow platform, for approximately $1.52 billion in cash consideration. The financial results of Workfront have been included in our Consolidated Financial Statements since the date of the acquisition. Workfront is reported as part of our Digital Experience reportable segment.

The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of December 7, 2020.


(dollars in millions)	Amount		Weighted Average Useful Life (years)
Customer contracts and relationships	$	290	10
Purchased technology	100		3
Backlog	40		2
Trademarks	30		5
Total identifiable intangible assets	460
Net liabilities assumed	(31)		N/A
Goodwill (1)	1,095		N/A
Total purchase price	$	1,524

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(1) Non-deductible for tax purposes.