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BUSINESS COMBINATIONS | 12 Months Ended
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Jun. 30, 2022
Business Combinations [Abstract] |
BUSINESS COMBINATIONS | NOTE 8 — 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) |  |  | $ | 16,308 |
Intangible assets |  |  |  | 4,365 |
Other assets |  |  |  | 59 |
Other liabilities (b) |  |  |  | (1,971 | )
Total |  |  | $ | 18,761 |
(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 $985 million was redeemed prior to June 30, 2022. The remaining $1 million of notes are redeemable through their respective maturity dates and are included in other current liabilities on our consolidated balance sheets as of June 30, 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 |  | $ | 2,610 |  |  | 9 years |
Technology-based |  |  | 1,540 |  |  | 5 years |
Marketing-related |  |  | 215 |  |  | 4 years |
Total |  | $ | 4,365 |  |  | 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. The acquisition has been approved by Activision Blizzard’s shareholders, and we expect it to close in fiscal year 2023, subject to the satisfaction of certain regulatory approvals and other customary closing conditions.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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