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Acquisitions
12 Months Ended
Jun. 30, 2016
Business Combinations [Abstract]  
Acquisitions
2. Acquisitions
During fiscal 2016, we completed several acquisitions, the most significant of which are described in more detail below. The pro forma results of operations and the results of operations for acquired businesses since the acquisition dates have not been separately disclosed because the effects were not significant compared to the consolidated financial statements, individually or in the aggregate.
Cordis
On October 2, 2015, we acquired Cordis from Ethicon, Inc., a wholly-owned subsidiary of Johnson & Johnson, for $1.9 billion using cash on hand and proceeds from our debt offering in June 2015. The acquisition of Cordis, a global manufacturer and distributor of interventional cardiology devices and endovascular solutions with operations in more than 50 countries, expands our Medical segment's portfolio of self-manufactured products and its geographic scope. We closed the Cordis acquisition in 20 principal countries on October 2, 2015, and acquired control of, as described in GAAP, and the rights to, the net economic benefit from the entire Cordis business in the remaining countries at that time. We are in the process of transitioning legal ownership in the remaining non-principal countries, which we expect to complete by the end of calendar 2017. The results for the entire Cordis business in all countries are included in the consolidated financial statements beginning October 2, 2015.
Transaction and integration costs associated with the acquisition of Cordis were $78 million and $44 million during fiscal 2016 and 2015, respectively, and are included in amortization and other acquisition-related costs in the consolidated statements of earnings.
naviHealth
On August 26, 2015, we acquired a 71 percent ownership interest in naviHealth for $238 million, net of cash acquired of $53 million. We funded the acquisition with cash on hand. The acquisition of naviHealth, a leader in post-acute care management solutions, expands our ability to serve hospitals, other healthcare providers, and payers. We consolidate the results of naviHealth in our consolidated financial statements and report its consolidated results in our Medical segment. The terms of the agreement provide us with the option to acquire any remaining noncontrolling interests at any time after the two-year anniversary of the closing. The third-party noncontrolling interest holders also hold an option, which allows them to sell their noncontrolling interests to us at any time after the two-year anniversary of the closing, or earlier if a trigger event occurs. Refer to Note 12 for further information on the redeemable noncontrolling interests. We also completed acquisitions within naviHealth during fiscal 2016 for $242 million, which were paid in cash.
Harvard Drug
On July 2, 2015, we completed the acquisition of The Harvard Drug Group ("Harvard Drug") for $1.1 billion using cash on hand and proceeds from our debt offering in June 2015. The acquisition of Harvard Drug, a distributor of generic pharmaceuticals, over-the-counter healthcare and related products to retail, institutional, and alternate care customers, enhances our Pharmaceutical segment's generic pharmaceutical distribution and related services businesses. Harvard Drug also repackages generic pharmaceuticals and over-the-counter healthcare products.
Fair Value of Assets Acquired and Liabilities Assumed
The allocation of the purchase price for the acquisitions of Cordis, naviHealth and Harvard Drug are not yet finalized and are subject to adjustment as we complete the valuation analysis for these acquisitions. The purchase prices were subject to adjustment based on working capital requirements as set forth in the acquisition agreements.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition dates for Cordis, naviHealth and Harvard Drug:
(in millions)
Cordis
 
naviHealth
 
Harvard Drug
Identifiable intangible assets:
 
 
 
 
 
Customer relationships (1)
$
225

 
$
38

 
$
470

Trade names (2)
125

 
16

 
130

Developed technology (3)
395

 
61

 

In-process research and development (4)
55

 

 

Total identifiable intangible assets acquired
800

 
115

 
600

 
 
 
 
 
 
Cash and equivalents

 
53

 
44

Trade receivables

 
38

 
67

Inventories
207

 

 
49

Prepaid expenses and other
4

 
14

 
11

Property and equipment
97

 
5

 
16

Other assets
20

 
1

 

Accounts payable
(93
)
 
(2
)
 
(47
)
Other accrued liabilities
(16
)
 
(95
)
 
(37
)
Deferred income taxes and other liabilities
(7
)
 
(48
)
 
(188
)
Redeemable noncontrolling interests

 
(119
)
 

Total identifiable net assets/(liabilities) acquired
1,012

 
(38
)
 
515

Goodwill
861

 
329

 
634

Total net assets acquired
$
1,873

 
$
291

 
$
1,149

(1)
The weighted-average useful lives of customer relationships range from 4 to 13 years.
(2)
The weighted-average useful lives of trade names range from 10 to 17 years.
(3)
The weighted-average useful life of developed technology is 10 years.
(4)
Acquired in-process research and development intangible assets have an indefinite life.