Acquisition

GreatCall, Inc.

On October 1, 2018, we acquired all of the outstanding shares of GreatCall for net cash consideration of $787 million. GreatCall, a leading connected health services provider for aging consumers, offers easy-to-use mobile products and connected devices, tailored for seniors. These products are combined with a range of services, including a simple, one-touch connection to U.S.-based, specially-trained agents who can connect the user to family caregivers, provide concierge services and dispatch emergency personnel. The acquisition of GreatCall is aligned with our strategy to address health and wellness with a focus on aging consumers and how technology can help them live more independent lives.

The acquisition was accounted for using the acquisition method of accounting for business combinations. Accordingly, the cost was allocated to the underlying net assets based on their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. All of the goodwill was assigned to our Domestic reportable segment and is not expected to be deductible for income tax purposes. We recorded $13 million of transaction costs in fiscal 2019 related to the acquisition within SG&A expenses on our Consolidated Statements of Earnings. Results of operations from the date of acquisition were included within our Domestic reportable segment and our Services revenue category. The acquisition of GreatCall was not material to the results of our operations.

The purchase price allocation for the assets acquired and liabilities assumed is substantially complete, but may be subject to immaterial change through the end of the third quarter of fiscal 2020. The fair value of assets acquired and liabilities assumed was as follows ($ in millions):



	Fair Value at Acquisition Date		Measurement Period Adjustments			Adjusted Fair Value
Current assets	$	34	$	(2	)	$	32
Goodwill	496		(6		)	490
Intangible assets⁽¹⁾	371		2			373
Other assets	27		(2		)	25
Total assets acquired	928		(8		)	920
Accrued liabilities	56		(1		)	55
Long-term liabilities	72		(2		)	70
Total liabilities assumed	128		(3		)	125
Total purchase price⁽²⁾	800		(5		)	795
Less cash acquired	8		—			8
Total purchase price, net of cash acquired	$	792	$	(5	)	$	787


(1)	The adjusted fair value of Intangible assets included consumer customer relationships of $235 million (amortized over 5 years), tradename of $63 million (amortized over 8 years), developed technology of $52 million (amortized over 5 years) and commercial customer relationships of $23 million (amortized over 10 years).


(2)	Measurement period adjustments included the finalization of the working capital adjustment.