Notes  to  Consolidated  Financial  Statements  continued  The  fair  values  of  the  assets  acquired  and  liabilities  assumed  were  determined  using  the  income,  cost,  market  and  multiple  period  excess  earnings  approaches.  The  fair  value  measurements  were  primarily  based  on  significant  inputs  that  are  not  observable  in  the  market  and  thus  represent  a  Level  3  measurement  as  defined  in  ASC  820  other  than  long-term  debt  assumed  in  the  acquisition.  The  income  approach  was  primarily  used  to  value  the  intangible  assets,  consisting  primarily  of  acquired  technology  and  customer  relationships.  The  income  approach  indicates  value  for  an  asset  based  on  the  present  value  of  cash  flow  projected  to  be  generated  by  the  asset.  Projected  cash  flow  is  discounted  at  a  required  rate  of  return  that  reflects  the  relative  risk  of  achieving  the  cash  flow  and  the  time  value  of  money.  The  cost  approach,  which  estimates  value  by  determining  the  current  cost  of  replacing  an  asset  with  another  of  equivalent  economic  utility,  was  used,  as  appropriate,  for  property,  plant  and  equipment.  The  cost  to  replace  a  given  asset  reflects  the  estimated  reproduction  or  replacement  cost  for  the  property,  less  an  allowance  for  loss  in  value  due  to  depreciation.  The  following  table  summarizes  the  consideration  to  Yahoo’s  shareholders  and  the  preliminary  identification  of  the  assets  acquired,  including  cash  acquired  of  $0.2  billion,  and  liabilities  assumed  as  of  the  close  of  the  acquisition,  as  well  as  the  fair  value  at  the  acquisition  date  of  Yahoo’s  noncontrolling  interests:  (dollars  in  millions)  As  of  June  13,  2017  Measurement-  period  adjustments  (1)  As  of  December  31,  2017  Cash  payment  to  Yahoo’s  equity  holders  $  4,723  $  (50)  $  4,673  Estimated  liabilities  to  be  paid  38  —  38  Total  consideration  $  4,761  $  (50)  $  4,711  Assets  acquired:  Goodwill  $  874  $  1,055  $  1,929  Intangible  assets  subject  to  amortization  2,586  (713)  1,873  Property,  plant,  and  equipment  1,796  9  1,805  Other  1,362  (30)  1,332  Total  assets  acquired  6,618  321  6,939  Liabilities  assumed:  Total  liabilities  assumed  1,824  354  2,178  Net  assets  acquired:  4,794  (33)  4,761  Noncontrolling  interest  (33)  (17)  (50)  Total  consideration  $  4,761  $  (50)  $  4,711  (1)  Adjustments  to  preliminary  fair  value  measurements  to  reflect  new  information  obtained  about  facts  and  circumstances  that  existed  as  of  the  acquisition  date  that,  if  known,  would  have  affected  the  measurement  of  the  amounts  recognized  as  of  that  date.  On  the  closing  date  of  the  Transaction,  each  unvested  and  outstanding  Yahoo  restricted  stock  unit  award  that  was  held  by  an  employee  who  became  an  employee  of  Verizon  was  replaced  with  a  Verizon  restricted  stock  unit  award,  which  is  generally  payable  in  cash  upon  the  applicable  vesting  date.  The  value  of  those  outstanding  restricted  stock  units  on  the  acquisition  date  was  approximately  $1.0  billion.  Goodwill  is  calculated  as  the  difference  between  the  acquisition  date  fair  value  of  the  consideration  transferred  and  the  fair  value  of  the  net  assets  acquired.  The  goodwill  is  primarily  attributable  to  increased  synergies  that  are  expected  to  be  achieved  from  the  integration  of  Yahoo’s  operating  business  into  our  Media  business.  The  preliminary  goodwill  related  to  this  acquisition  is  included  within  Corporate  and  other.  See  Note  3  for  additional  information.  The  consolidated  financial  statements  include  the  results  of  Yahoo’s  operating  business  from  the  date  the  acquisition  closed.  If  the  acquisition  of  Yahoo’s  operating  business  had  been  completed  as  of  January  1,  2016,  the  results  of  operations  of  Verizon  would  not  have  been  significantly  different  than  our  previously  reported  results  of  operations.  Acquisition  and  Integration  Related  Charges  In  connection  with  the  Yahoo  Transaction,  we  recognized  $0.8  billion  of  acquisition  and  integration  related  charges  during  the  year  ended  December  31,  2017,  of  which  $0.5  billion,  $0.1  billion  and  $0.2  billion  related  to  Severance,  Transaction  costs  and  Integration  costs,  respectively.  These  charges  were  recorded  in  Selling,  general  and  administrative  expense  on  our  consolidated  statements  of  income.  Fleetmatics  Group  PLC  In  July  2016,  we  entered  into  an  agreement  to  acquire  Fleetmatics  Group  PLC,  a  public  limited  company  incorporated  in  Ireland  (Fleetmatics).  Fleetmatics  was  a  leading  global  provider  of  fleet  and  mobile  workforce  management  solutions.  Pursuant  to  the  terms  of  the  agreement,  we  acquired  Fleetmatics  for  $60.00  per  ordinary  share  in  cash.  The  aggregate  merger  consideration  was  approximately  $2.5  billion,  including  cash  acquired  of  $0.1  billion.  We  completed  the  acquisition  on  November  7,  2016.  As  a  result  of  the  transaction,  Fleetmatics  became  a  wholly-owned  subsidiary  of  Verizon.  The  consolidated  financial  statements  include  the  results  of  Fleetmatics’  operations  from  the  date  the  acquisition  closed.  Had  this  acquisition  been  completed  on  January  1,  2016  or  2015,  the  results  of  operations  of  Verizon  would  not  have  been  significantly  different  than  our  previously  reported  results  of  operations.  Upon  closing,  we  recorded  approximately  $1.4  billion  of  goodwill  and  $1.1  billion  of  other  intangibles.  2017  Annual  Report  |  Verizon  Communications  Inc.  and  Subsidiaries  65  
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