Acquisitions (Tables)

9 Months Ended

Jul. 29, 2017

Acquisition-date Fair Value of Consideration Transferred in Acquisition

The Acquisition Date fair value of the consideration transferred in the Acquisition consisted of the following:



(in thousands)
Cash consideration (a)	$	11,092,047
Issuance of common stock (b)	4,593,655
Fair value of replacement share-based and cash awards (c)	70,954
Total estimated purchase consideration	$	15,756,656

_______________

(a)The cash consideration was funded utilizing cash on hand, the net proceeds from the bridge and term loan agreements and the proceeds received from the Company's issuance of the Notes. This reflects the cash portion of the purchase consideration paid to Linear stockholders of approximately $11.1 billion, as well as $16.3 million for the cash-settled portion of consideration paid to holders of restricted stock and restricted stock awards that automatically vested at the effective time of the Acquisition pursuant to pre-existing change-of-control agreements.

(b) The fair value is based on the issuance of approximately 55.9 million shares of the Company's common stock with a per-share value of $82.20 (the closing price of the Company's common stock on The NASDAQ Global Select Market on the Acquisition Date).

(c) In connection with the Acquisition, the Company issued equity and cash awards to certain Linear employees to replace Linear equity awards. The amount represents the portion of the fair value of the replacement equity and cash awards associated with services rendered though the Acquisition Date and have been included as a component of the total estimated purchase consideration.

Preliminary Fair Values of Assets Acquired and Liabilities Assumed

The preliminary fair values of assets acquired and liabilities assumed as of the Acquisition Date are set forth in the table below. The excess of the purchase consideration over the aggregate Acquisition Date value of identifiable net assets acquired was recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. These preliminary Acquisition Date values were generally determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the Acquisition accounting is not complete and additional information that existed at the Acquisition Date may become known to the Company during the remainder of the measurement period. During the third quarter of fiscal 2017, the Company recorded acquisition accounting adjustments of $28.6 million to goodwill, $21.9 million to deferred tax liabilities, $6.0 million to inventory and $0.7 million to fixed assets.The adjustment to inventory and fixed assets included a portion of which would have been recognized as an expense in the prior quarter if it was recognized as of the acquisition date. As of the filing date of this Quarterly Report on Form 10-Q, the Company is still in the process of valuing Linear's assets, including inventory, fixed assets, intangible assets, and liabilities, including deferred revenue and related income tax accounting.



(in thousands)
Cash and cash equivalents	$	1,419,193
Marketable securities	100,246
Accounts receivable (a)	146,532
Inventories	443,907
Prepaid expenses and other assets	14,782
Property, plant and equipment	462,265
Intangible assets (Note 10)	5,140,400
Goodwill (Note 10)	10,555,688
Total assets	$	18,283,013
Assumed liabilities	138,452
Deferred tax liabilities	2,387,905
Total estimated purchase consideration	$	15,756,656

____________


(a)	The fair value of accounts receivable was $146.5 million, with the gross contractual amount being $148.2 million, of which the Company estimates that $1.7 million is uncollectible.

Amortizable Intangible Assets Acquired

The acquired intangible assets consisted of the following, which are being amortized on a straight-line basis over their estimated useful lives or on an accelerated method of amortization that is expected to reflect the estimated pattern of economic use.



	Fair Value (in thousands)		Weighted Average Useful Lives (in Years)
Technology-based	$	1,046,100	8
Trade name	72,200		7
Customer relationships	4,022,100		11
Total amortizable intangible assets	$	5,140,400	10

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information combines the unaudited results of the Company for the three-and nine-month periods ended July 29, 2017 and the unaudited results of Linear for the three- and nine-month periods ended July 29, 2017 and assumes that the Acquisition, which closed on March 10, 2017, was completed on November 1, 2015 (the first day of fiscal 2016). The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for amortization expense of acquired intangible assets, transaction-related costs, a step-up in the value of acquired inventory and property, plant and equipment, compensation expense for ongoing share-based compensation arrangements replaced and interest expense for the debt incurred to fund the Acquisition, together with the consequential tax effects. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the Acquisition actually taken place on November 1, 2015. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the Acquisition.



(thousands, except per share data)	Pro Forma Three Months Ended
	July 29, 2017		July 30, 2016
Revenue	$	1,452,684	$	1,241,283
Net income	$	279,608	$	216,633
Basic net income per common share	$	0.76	$	0.60
Diluted net income per common share	$	0.75	$	0.59



(thousands, except per share data)	Pro Forma Nine Months Ended
	July 29, 2017		July 30, 2016
Revenue	$	4,161,671	$	3,460,954
Net income	$	625,366	$	64,315
Basic net income per common share	$	1.70	$	0.18
Diluted net income per common share	$	1.68	$	0.17