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BUSINESS COMBINATIONS
9 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 7 — BUSINESS COMBINATIONS

Nuance Communications, Inc.

On March 4, 2022, we completed our acquisition of Nuance Communications, Inc. (“Nuance”) for a total purchase price of $18.8 billion, consisting primarily of cash. Nuance is a cloud and artificial intelligence (“AI”) software provider with healthcare and enterprise AI experience, and the acquisition will build on our industry-specific cloud offerings. The financial results of Nuance have been included in our consolidated financial statements since the date of the acquisition. Nuance is reported as part of our Intelligent Cloud segment.

The purchase price allocation as of the date of 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) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

 

16,295

 

Intangible assets

 

 

 

4,340

 

Other assets

 

 

 

29

 

Other liabilities (b)

 

 

 

(1,897

)

 

 

 

 

 

 

 

 

 

 

 

 

Total 

 

 

$

18,767

 

 

 

 

 

 

 

 

 

 

 

(a)

Goodwill was assigned to our Intelligent Cloud segment and was primarily attributed to increased synergies that are expected to be achieved from the integration of Nuance. None of the goodwill is expected to be deductible for income tax purposes.

(b)

Includes $986 million of convertible senior notes issued by Nuance in 2015 and 2017, of which $947 million was redeemed prior to March 31, 2022. The remaining $39 million of notes are redeemable through their respective maturity dates and are included in other current liabilities on our consolidated balance sheets as of March 31, 2022.

 

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

 

(In millions, except average life)

 

Amount

 

 

Weighted

Average Life

 

 

 

 

 

 

 

Customer-related

 

$

2,560

 

 

9 years

 

Technology-based

 

 

1,560

 

 

4 years

 

Marketing-related

 

 

220

 

 

4 years

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

4,340

 

 

7 years

 

 

 

 

 

 

 

 

 

 

ZeniMax Media Inc.

On March 9, 2021, we completed our acquisition of ZeniMax Media Inc. (“ZeniMax”), the parent company of Bethesda Softworks LLC (“Bethesda”), for a total purchase price of $8.1 billion, consisting primarily of cash. The purchase price included $766 million of cash and cash equivalents acquired. Bethesda is one of the largest, privately held game developers and publishers in the world, and brings a broad portfolio of games, technology, and talent to Xbox. The financial results of ZeniMax have been included in our consolidated financial statements since the date of the acquisition. ZeniMax is reported as part of our More Personal Computing segment.

The allocation of the purchase price to goodwill was completed as of December 31, 2021. The major classes of assets and liabilities to which we have allocated the purchase price were as follows:

 

(In millions) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

766

 

Goodwill

 

 

 

5,510

 

Intangible assets

 

 

 

1,968

 

Other assets

 

 

 

121

 

Other liabilities

 

 

 

(244

)

 

 

 

 

 

 

 

 

 

 

 

 

Total 

 

 

$

8,121

 

 

 

 

  

  

 

 

Goodwill was assigned to our More Personal Computing segment. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of ZeniMax. None of the goodwill is expected to be deductible for income tax purposes.

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

 

(In millions, except average life)

 

Amount

 

Weighted

Average Life

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology-based

 

$

1,341

 

 

 4 years

 

Marketing-related

 

 

627

 

 

11 years

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,968

 

 

6 years

 

 

 

 

 

 

 

 

 

 

Activision Blizzard, Inc.

On January 18, 2022, we entered into a definitive agreement to acquire Activision Blizzard, Inc. (“Activision Blizzard”) for $95.00 per share in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard’s net cash. Activision Blizzard is a leader in game development and an interactive entertainment content publisher. The acquisition will accelerate the growth in our gaming business across mobile, PC, console, and cloud and will provide building blocks for the metaverse. We expect this acquisition to close in fiscal year 2023, subject to approval by Activision Blizzard’s shareholders, the satisfaction of certain regulatory approvals, and other customary closing conditions.