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Acquisitions and Divestitures
12 Months Ended
Jul. 25, 2020
Business Combinations [Abstract]  
Acquisitions and Divestitures
Acquisitions and Divestitures
(a)
Acquisition Summary
We completed six acquisitions during fiscal 2020. A summary of the allocation of the total purchase consideration is presented as follows (in millions):
Fiscal 2020
Purchase Consideration
 
Net Tangible Assets Acquired (Liabilities Assumed)
 
Purchased Intangible Assets
 
Goodwill
Total acquisitions (six in total)
$
359

 
$
(11
)
 
$
172

 
$
198


The total purchase consideration related to our acquisitions completed during fiscal 2020 consisted of cash consideration and vested share-based awards assumed. The total cash and cash equivalents acquired from these acquisitions was approximately $23 million.
Fiscal 2019 Acquisitions
Allocation of the purchase consideration for acquisitions completed in fiscal 2019 is summarized as follows (in millions):
Fiscal 2019
Purchase Consideration
 
Net Tangible Assets Acquired (Liabilities Assumed)
 
Purchased Intangible Assets
 
Goodwill
Duo
$
2,025

 
$
(57
)
 
$
342

 
$
1,740

Luxtera
596

 
(19
)
 
319

 
296

Others (three in total)
65

 
2

 
11

 
52

Total
$
2,686

 
$
(74
)
 
$
672

 
$
2,088


On September 28, 2018, we completed our acquisition of privately held Duo Security, Inc. (“Duo”), a leading provider of unified access security and multi-factor authentication delivered through the cloud. Revenue from the Duo acquisition has been included in our Security product category.
On February 6, 2019, we completed our acquisition of Luxtera, Inc. (“Luxtera”), a privately held semiconductor company. Revenue from the Luxtera acquisition has been included in our Infrastructure Platforms product category.
The total purchase consideration related to our acquisitions completed during fiscal 2019 consisted of cash consideration and vested share-based awards assumed. The total cash and cash equivalents acquired from these acquisitions was approximately $100 million.
Fiscal 2018 Acquisitions
In fiscal 2018, we completed eight acquisitions for total purchase consideration of $3.2 billion.
(b)
Divestiture of Service Provider Video Software Solutions Business
On October 28, 2018, we completed the sale of the Service Provider Video Software Solutions business. This business had tangible assets of approximately $160 million (primarily comprised of accounts receivables, inventories and various other current and long-term assets) and net intangible assets and goodwill (based on relative fair value) of $340 million. In addition, the business had total liabilities of approximately $200 million (primarily comprised of deferred revenue and various other current and long-term liabilities). We recognized an immaterial gain from this transaction in fiscal 2019.
We completed two divestitures during fiscal 2018. The financial statement impact of these divestitures was not material for fiscal 2018.
(c) Pending Acquisitions at Year End
On July 9, 2019, we announced our intent to acquire Acacia Communications, Inc. (“Acacia”), a public fabless semiconductor company that develops, manufactures and sells high-speed coherent optical interconnect products that are designed to transform communications networks through improvements in performance, capacity and cost.
Under the terms of the agreement, we have agreed to pay total consideration of approximately $2.6 billion, net of cash and marketable securities, to acquire Acacia. The acquisition is expected to close during the first half of fiscal 2021, subject to customary closing conditions and regulatory approvals. Upon close of the acquisition, revenue from Acacia will be included in our Infrastructure Platforms product category.
On August 7, 2020, we completed the acquisition of ThousandEyes, Inc. (“ThousandEyes”), a privately-held company. ThousandEyes’ Internet and Cloud intelligence platform delivers deep visibility and insights into the digital delivery of applications and services over the internet. We expect that most of the purchase price for the acquisition of ThousandEyes will be allocated to goodwill and purchased intangible assets. The financial statement impact of this acquisition will not have a material impact to our consolidated financial statements.
(d) Other Acquisition and Divestiture Information
Total transaction costs related to our acquisition and divestiture activities during fiscal 2020, 2019, and 2018 were $21 million, $21 million, and $41 million, respectively. These transaction costs were expensed as incurred in G&A expenses in the Consolidated Statements of Operations.
The goodwill generated from our acquisitions completed during fiscal 2020 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 fiscal 2020, 2019, and 2018 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to our financial results.