Acquisitions

Definitive Agreement to Acquire Bard

On April 23, 2017, the Company announced that it had entered into a definitive agreement under which BD will acquire Bard for an implied value of $317.00 per Bard common share in cash and stock, for estimated total consideration of approximately $24 billion. The combination will create a highly differentiated medical technology company uniquely positioned to improve both the process of care and the treatment of disease for patients and healthcare providers.

Under the terms of the transaction, Bard common shareholders will be entitled to receive approximately $222.93 in cash and 0.5077 shares of BD common stock per Bard share, or an implied value of $317.00 per Bard common share based on BD's closing price on April 21, 2017. At closing, Bard shareholders will own approximately 15 percent of the combined company. The Company will finance the cash portion of total consideration transferred with available cash, which will include $4.8 billion of net proceeds raised in the third quarter of fiscal year 2017 through registered public offerings of equity securities and approximately $9.6 billion of net proceeds also raised in the third quarter through debt transactions. The total consideration transferred will also include an estimated $8 billion of BD common stock. The transaction is subject to regulatory approval and customary closing conditions, and is expected to close in the fourth calendar quarter of 2017.

CareFusion Corporation

Overview of Transaction and Consideration Transferred

On March 17, 2015, the Company acquired a 100% interest in CareFusion, a global medical technology company with a comprehensive portfolio of products in the areas of medication management, infection prevention, operating room and procedural effectiveness, and respiratory care, to create a global leader in medication management and patient safety solutions. The fair value of consideration transferred consisted of the components below.



(Millions of dollars)
Cash consideration	$	10,085
Noncash consideration-fair value of shares issued	2,269
Noncash consideration-fair value of stock options and other equity awards	184
Total consideration transferred	$	12,538

Additional disclosures regarding the financing arrangements the Company entered into to fund the cash portion of the consideration transferred relative to this acquisition are provided in Note 15.

Unaudited Pro Forma Information

The acquisition was accounted for under the acquisition method of accounting for business combinations. The operating activities from the acquisition date through March 31, 2015 were not material to the Company’s consolidated results of operations. As such, CareFusion’s operating results were included in the Company’s consolidated results of operations beginning on April 1, 2015. Revenues and Operating Income are no longer specifically identifiable due to the progression of the Company's integration activities. Revenues and Operating Income for the year ended September 30, 2015 included revenues and operating loss attributable to CareFusion of $2 billion and $242 million, respectively.

The following table provides the pro forma results for the years ended September 30, 2016 and 2015 as if CareFusion had been acquired as of October 1, 2013.



(Millions of dollars, except per share data)
	2016		2015

Revenues	$	12,497	$	12,368

Net Income	$	1,453	$	1,276

Diluted Earnings per Share	$	6.68	$	5.92

The pro forma net income amounts above reflect adjustments, which were adjusted for the applicable tax impact, including the following: additional amortization and depreciation expense relating to assets acquired; interest and other financing costs relating to the acquisition transaction; and the elimination of one-time or nonrecurring items. The pro forma results do not include any anticipated cost savings or other effects of the integration of CareFusion. Accordingly, the pro forma results above are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated.

Other Transactions

Fiscal year 2017 acquisition of remaining interest in Caesarea Medical Electronics

Upon the Company's acquisition of CareFusion, it acquired a 40% ownership interest in Caesarea Medical Electronics ("CME"), an Israeli-based global infusion pump systems manufacturer. The Company previously accounted for this interest as an equity investment. On April 3, 2017, the Company acquired the remaining 60% ownership interest in CME. This acquisition did not materially impact the Company's consolidated financial results.

Transaction and other Acquisition-Related Costs

The Company incurred integration, restructuring and transaction costs relating to acquisitions in 2017, 2016 and 2015:



(Millions of dollars)	2017		2016		2015
Integration costs	$	237	$	192	$	95
Restructuring costs	85		526		271
Transaction costs	39		10		59

The Company's integration costs incurred in 2017, 2016 and 2015 were substantially associated with the CareFusion acquisition and a small portion of costs incurred in 2017 related to the pending Bard acquisition. The restructuring costs incurred in 2017, 2016 and 2015, which related to CareFusion and other portfolio rationalization initiatives, are further discussed in Note 11. Transaction costs, which primarily consisted of legal, advisory and other costs, were largely incurred in 2017 in connection with the pending agreement to acquire Bard and other portfolio rationalization initiatives. Transaction costs were also incurred in 2015 in connection with the CareFusion acquisition. The Company's integration, restructuring and transaction costs were primarily recorded as Acquisitions and other restructurings.

Discussion regarding the financing costs relating to the pending Bard acquisition and the CareFusion acquisition, which were recorded as Interest expense, are provided in Note 15.