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4. Acquisitions and Divestitures

(a)

Acquisition Summary

We completed 13 acquisitions during fiscal 2021. A summary of the allocation of the total purchase consideration is presented

as follows (in millions):

Fiscal 2021

Purchase

Consideration

Net Tangible

Assets

Acquired

(Liabilities

Assumed)

Purchased

Intangible

Assets

Goodwill

Acacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,983 $ 442 $ 2,160 $ 2,381

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,472 (130) 754 1,848

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,455 $ 312 $ 2,914 $ 4,229

On March 1, 2021, we completed our acquisition of 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. Revenue from the Acacia acquisition has

been included in our Infrastructure Platforms product category.

The total purchase consideration related to our acquisitions completed during fiscal 2021 consisted of cash consideration and

vested share-based awards assumed. The total cash and cash equivalents acquired from these acquisitions was approximately

$338 million.

Fiscal 2020 Acquisitions

Allocation of the purchase consideration for acquisitions completed in fiscal 2020 is summarized 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

In fiscal 2019, we completed five acquisitions for total purchase consideration of $2.7 billion.

(b)

Other Acquisition and Divestiture Information

Total transaction costs related to our acquisition and divestiture activities during fiscal 2021, 2020, and 2019 were $46 million,

$21 million, and $21 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 2021 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 and the revenue and net income subsequent to the acquisition date for the acquisitions completed during

fiscal 2021, 2020, and 2019 have not been presented because the effects of the acquisitions, individually and in the aggregate,

were not material to our financial results.

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