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Business Combinations
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Business Combinations
Business Combinations

The Company's Consolidated Financial Statements include the operating results of acquired businesses from the date of each acquisition. Pro forma results of operations for these acquisitions have not been presented as the financial impact to the Company's consolidated results of operations, both individually and in aggregate, is not material. The primary areas of the preliminary purchase price allocation that are subject to change relate to certain legal and income tax matters and residual goodwill.
 
The Company acquired Cyphort Inc. ("Cyphort") in 2017 and BTI Systems Inc. (“BTI”), Aurrion, Inc. ("Aurrion"), and AppFormix, Inc. ("AppFormix") in 2016. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates (in millions):
 
2017
 
2016
 
Cyphort
 
AppFormix
 
Aurrion
 
BTI (1)
Net tangible assets acquired/(liabilities) assumed
$
1.4

 
$
(5.3
)
 
$
6.0

 
$
(19.7
)
Intangible assets
15.4

 
20.3

 
49.0

 
43.3

Goodwill (2)
16.7

 
32.9

 
46.9

 
20.2

Total
$
33.5

 
$
47.9

 
$
101.9

 
$
43.8


________________________________
(1) 
See Note 7, Goodwill and Purchased Intangible Assets, for adjustments made during the measurement period subsequent to the acquisition dates.
(2) 
The goodwill recognized for these acquisitions was primarily attributable to expected synergies and is not deductible for U.S. federal income tax purposes.

The following table summarizes the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized (in millions, except years):
 
2017
 
2016
 
Cyphort
 
AppFormix
 
Aurrion
 
BTI
 
Weighted
Average
Estimated
Useful
Life
(In Years)
 
Amount
 
Weighted
Average
Estimated
Useful
Life
(In Years)
 
Amount
 
Weighted
Average
Estimated
Useful
Life
(In Years)
 
Amount
 
Weighted
Average
Estimated
Useful
Life
(In Years)
 
Amount
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Existing technology
5
 
$
15.4

 
5
 
$
20.1

 
 
$

 
8
 
$
37.1

Customer relationships
 

 
1
 
0.2

 
 

 
8
 
5.3

Other
 

 
 

 
 

 
1
 
0.9

Total intangible assets with finite lives
 
 
15.4

 
 
 
20.3

 
 
 

 
 
 
43.3

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IPR&D
 
 

 
 
 

 
 
 
49.0

 
 
 

Total intangible assets acquired
 
 
15.4

 
 
 
$
20.3

 
 
 
$
49.0

 
 
 
$
43.3



2017 Acquisition

Cyphort

On September 18, 2017, the Company acquired 100% of Cyphort for $33.5 million of cash. The acquisition of Cyphort, a software company providing security analytics for advanced threat defense, is expected to strengthen Juniper's security product portfolio.

Under the terms of the acquisition agreement with Cyphort, the Company assumed certain share-based awards for continuing employees, which were granted in contemplation of future services. The fair value of these share-based awards was $3.8 million, which will be expensed as share-based compensation over the remaining service period.

2016 Acquisitions

AppFormix

On December 6, 2016, the Company acquired 100% of AppFormix for $47.9 million of cash. The acquisition of AppFormix, a company focused on cloud infrastructure optimization software, is expected to complement the analytics and capabilities of Contrail and to help customers enhance their cloud operations.

Under the terms of the acquisition agreement, the Company assumed share-based awards for continuing employees from the acquisition of AppFormix, which were granted in contemplation of future services. The fair value of these share-based awards was $23.9 million, which will be expensed as share-based compensation over the remaining service period.

Aurrion

On August 9, 2016, the Company acquired the remaining ownership interest in Aurrion, increasing its ownership from 18% to 100%, for $74.3 million of cash. The acquisition of Aurrion, a privately-held provider of fabless silicon photonic technology, is expected to strengthen the Company's long-term competitive advantage in cost-effective, high-density, high-speed networks.

Prior to the acquisition, the Company had a pre-existing investment in Aurrion's equity and also held convertible debt that were remeasured to fair value of $17.2 million and $10.4 million, respectively, based upon the perspective of a market participant when estimating the fair value.

Under the terms of the acquisition agreement, the Company assumed share-based awards for continuing employees from the acquisition of Aurrion, which were granted in contemplation of future services. The fair value of these share-based awards was $55.0 million, which will be expensed as share-based compensation over the remaining service period.

Additionally, the Company acquired IPR&D consisting of existing research and development projects that had not yet reached technological feasibility at the time of the acquisition. The acquired IPR&D involves technology for cost-effective, high-speed networks. The IPR&D was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expected to result from the associated project.

BTI

On April 1, 2016, the Company acquired the remaining ownership interest in BTI, increasing its ownership from 12% to 100%, for $25.8 million of cash. BTI is a privately-held provider of cloud and metro networking systems and software to content, cloud, and service providers. The Company acquired BTI on the expectation that this would help to accelerate the Company's ability to deliver open and automated packet optical transport solutions.

Prior to the acquisition, the Company had a pre-existing investment in BTI's equity and remeasured the investment to its fair value of $17.1 million, which was based upon the perspective of a market participant when estimating the fair value. The Company also held $0.9 million of convertible debt measured at fair value and settled upon acquisition. The Company also repaid upon acquisition $18.6 million of certain outstanding BTI liabilities assumed.

Additionally, under the terms of the acquisition agreement, the Company assumed share-based awards for continuing employees from the acquisition of BTI, which were granted in contemplation of future services. The fair value of these share-based awards was $8.6 million, which will be expensed as share-based compensation over the remaining service period.

Acquisition Costs

The Company recognized $2.1 million and $11.8 million of acquisition-related costs during the years ended December 31, 2017 and December 31, 2016, respectively. These acquisition-related costs were expensed in the period incurred within general and administrative expense in the Company's Consolidated Statements of Operations. There were no such costs during the year ended December 31, 2015.