Acquisitions and Divestitures

6 Months Ended

Jan. 23, 2016

Business Combinations [Abstract]

Business Combinations

3. Acquisitions and Divestitures

The Company completed sevenacquisitions during the six months ended January 23, 2016. A summary of the allocation of the total purchase consideration is presented as follows (in millions):

	Purchase Consideration		Net Liabilities Assumed			Purchased Intangible Assets		Goodwill
MaintenanceNet	$	105	$	(21	)	$	65	$	61
OpenDNS	545		(9		)	61		493
Lancope	410		(34		)	121		323
Others (four in total)	108		(17		)	62		63
Total	$	1,168	$	(81	)	$	309	$	940

On August 6, 2015, the Company completed its acquisition of privately held MaintenanceNet, Inc. ("MaintenanceNet"), a provider of a cloud-based software platform that uses data analytics and automation to manage renewals of recurring customer contracts. This acquisition is a component of the Company's strategy for its Services organization to simplify and digitize its business processes.

On August 26, 2015, the Company completed its acquisition of privately held OpenDNS, Inc. ("OpenDNS"), a provider of advanced threat protection for endpoint devices. With the OpenDNS acquisition, the Company aims to strengthen its security offerings by adding broad visibility and threat intelligence delivered through a software-as-a-service platform. Revenue from the OpenDNS acquisition has been included in the Company's Security product category.

On December 21, 2015, the Company completed its acquisition of privately held Lancope, Inc. ("Lancope"), a provider of network behavior analytics, threat visibility and security intelligence. With the Lancope acquisition, the Company aims to advance its "security everywhere" strategy with an additional capability of network behavior analytics that extend protection further into the network. Revenue from the Lancope acquisition has been included in the Company's Security product category.

The total purchase consideration related to the Company’s acquisitions completed during the six months ended January 23, 2016 consisted of cash consideration and the assumption of vested share-based awards. The total cash and cash equivalents acquired from these business combinations was approximately $10 million. Total transaction costs related to the Company’s acquisition activities were $14 million and $5 million for the six months ended January 23, 2016 and January 24, 2015, respectively. These transaction costs were expensed as incurred in general and administrative expenses ("G&A") in the Consolidated Statements of Operations.

The Company’s purchase price allocation for acquisitions completed during recent periods is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at that time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred.

The goodwill generated from the Company’s acquisitions completed during the six months ended January 23, 2016 is primarily related to expected synergies. The goodwill is generally not deductible for income tax purposes.

The Consolidated Financial Statements include the operating results of each acquisition from the date of acquisition. Pro forma results of operations for the acquisitions completed during the six months ended January 23, 2016 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

Acquisition of Acano On January 29, 2016, the Company completed its acquisition of privately held Acano Limited ("Acano"), a collaboration infrastructure and conferencing software provider. Under the terms of the agreement, the Company paid approximately $550 million in cash and share-based awards assumed to acquire Acano. With the Acano acquisition, the Company aims to enhance its collaboration strategy to deliver video across both cloud and hybrid environments. Revenue from the Acano acquisition will be included in the Company's Collaboration product category. The Company expects that most of the purchase price will be allocated to goodwill and purchased intangible assets.

Pending Acquisition of Jasper On February 3, 2016, the Company announced its intent to acquire privately held Jasper Technologies, Inc. ("Jasper"), a provider of a cloud-based Internet of Things (IoT) software-as-a-service platform to help enterprises and service providers launch, manage and monetize IoT services on a global scale. Under the terms of the agreement, the Company will pay approximately $1.4 billion in cash and share-based awards assumed to acquire Jasper. With the Jasper acquisition, the Company aims to offer a complete IoT solution that is interoperable across devices and works with IoT service providers, application developers and an ecosystem of partners. 

Divestiture of SP Video CPE Business On November 20, 2015, the Company completed the sale of the assets comprising the customer premises equipment portion of its Service Provider Video connected devices business ("SP Video CPE Business") to Technicolor SA. As a result of the transaction, the Company received aggregate consideration of $542 million consisting of $372 million in cash and $170 million in Technicolor stock (as of the divestiture date) and the transaction resulted in a gain of $286 million, net of certain transaction costs incurred in prior periods.