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BUSINESS COMBINATIONS
9 Months Ended
Mar. 31, 2017
BUSINESS COMBINATIONS

NOTE 8 — BUSINESS COMBINATIONS

On December 8, 2016, we completed our acquisition of all issued and outstanding shares of LinkedIn, the world’s largest professional network on the Internet, for a preliminary total purchase price of $27.0 billion. The purchase price primarily consisted of cash of $26.4 billion. The acquisition is expected to accelerate the growth of LinkedIn, Office 365, and Dynamics 365. The financial results of LinkedIn have been included in our consolidated financial statements since the date of the acquisition.

The purchase price allocation as of the date of the acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.

The major classes of assets and liabilities to which we have preliminarily allocated the purchase price were as follows:

 

(In millions)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,328

 

Short-term investments

 

 

2,110

 

Other current assets

 

 

697

 

Property and equipment

 

 

1,529

 

Intangible assets

 

 

7,887

 

Goodwill (a)

 

 

 

16,687

 

Short-term debt (b)

 

 

 

(1,323

)

Other current liabilities

 

 

(1,117

)

Deferred income taxes

 

 

(657

)

Other

 

 

(132

)

 

 

 

 

 

 

 

 

 

 

Total purchase price

 

$

 27,009

 

 

 

 

 

 

(a)

Goodwill was assigned to our Productivity and Business Processes segment. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of LinkedIn. None of the goodwill is expected to be deductible for income tax purposes.

(b)

Convertible senior notes issued by LinkedIn on November 12, 2014, substantially all of which were redeemed after our acquisition of LinkedIn. The remaining $18 million of notes are not redeemable and are included in long-term debt on our consolidated balance sheets. See Note 11 – Debt for further information.

 

Following are the details of the purchase price allocated to the intangible assets acquired:

 

(In millions)

 

Amount

 

 

Weighted

Average Life

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer-related

 

$

3,607

 

 

 

7 years

 

Marketing-related (trade names)

 

 

2,148

 

 

 

20 years

 

Technology-based

 

 

2,109

 

 

 

3 years

 

Contract-based

 

 

23

 

 

 

5 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of intangible assets acquired

 

$

  7,887

 

 

 

9 years

 

 

 

 

 

 

 

 

 

Our consolidated income statements include the following revenue and operating loss attributable to LinkedIn since the date of acquisition:

 

(In millions)

 

Three Months Ended

March 31, 2017

 

 

Nine Months Ended

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

975

 

 

$

1,203

 

Operating loss

 

$

(386

)

 

$

(587

)

 

 

 

 

 

 

 

 

Following are the supplemental consolidated financial results of Microsoft Corporation on an unaudited pro forma basis, as if the acquisition had been consummated on July 1, 2015:

 

(In millions, except earnings per share)

 

Three Months Ended

March 31,

 

 

Nine Months Ended

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

 

2017

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

  22,086

 

 

$

  21,377

 

 

$

  68,357

 

 

$

   67,116

 

Net income

 

$

4,820

 

 

$

3,402

 

 

$

14,283

 

 

$

12,547

 

Diluted earnings per share

 

$

0.62

 

 

$

0.43

 

 

$

1.82

 

 

$

1.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

These pro forma results were based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had we been a combined company during the periods presented and are not necessarily indicative of our consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, primarily amortization of intangible assets. Acquisition costs and other nonrecurring charges were immaterial and are included in the earliest period presented.