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Acquisitions
12 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Acquisitions
2. Acquisitions
While we have completed acquisitions impacting the Pharmaceutical segment during fiscal 2017, 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. The cash paid for these acquisitions, net of cash acquired, was $132 million. During the three months ended June 30, 2017, we completed the largest of these acquisitions for a purchase price of approximately $80 million, which was paid in cash, and potential maximum contingent payments of $230 million. As of June 30, 2017, we recorded a $19 million contingent consideration obligation in connection with this acquisition.
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.
Transaction and integration costs associated with the acquisition of Cordis were $61 million and $78 million during fiscal 2017 and 2016, 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 and increased our ownership interest to 82 percent.
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 fair value of assets acquired and liabilities assumed for the acquisitions of Cordis, Harvard Drug and naviHealth were finalized during the fiscal year ended June 30, 2017.
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

 
31

 
67

Inventories
205

 

 
49

Prepaid expenses and other
4

 
14

 
11

Property and equipment
97

 
5

 
16

Other assets
44

 
1

 

Accounts payable
(82
)
 
(2
)
 
(47
)
Other accrued liabilities
(85
)
 
(95
)
 
(37
)
Deferred income taxes and other liabilities
(13
)
 
(33
)
 
(188
)
Redeemable noncontrolling interests

 
(119
)
 

Total identifiable net assets/(liabilities) acquired
970

 
(30
)
 
515

Goodwill
914

 
321

 
634

Total net assets acquired
$
1,884

 
$
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 20 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.