XML 36 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Acquisitions
12 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Acquisitions
2. Acquisitions
During fiscal 2018, we completed several acquisitions, the most significant of which is the Patient Recovery Business 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.
Patient Recovery Business
On July 29, 2017, we acquired the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses (the "Patient Recovery Business") from Medtronic plc for $6.1 billion in cash. The Patient Recovery Business manufactures 23 categories of medical products sold into multiple healthcare channels. The acquisition further expanded the Medical segment's portfolio of self-manufactured products. We closed the Patient Recovery Business acquisition in 28 principal countries on July 29, 2017, and acquired control of, for GAAP purposes, and the rights to the net economic benefit from the entire Patient Recovery Business in the remaining countries at the closing. We are in the process of transitioning legal ownership in the remaining non-principal countries, which we expect to complete in early calendar 2019.
The results for the entire Patient Recovery Business in all countries are included in the consolidated financial statements beginning July 29, 2017. We funded the acquisition through $4.5 billion in long-term debt, existing cash and borrowings under our existing credit arrangements.
Transaction and integration costs associated with the acquisition of the Patient Recovery business were $109 million during the fiscal year ended June 30, 2018 and are included in amortization and other acquisition-related costs in the consolidated statements of earnings.
Fair Value of Assets Acquired and Liabilities Assumed
The allocation of the purchase price for the acquisition of the Patient Recovery Business is not yet finalized and is subject to adjustment as we complete the valuation analysis for this acquisition.
The valuation of identifiable intangible assets utilizes significant unobservable inputs and thus represents a Level 3 nonrecurring fair value measurement. The estimated fair value of the identifiable intangible assets was determined using income-based approaches, which includes market participant expectations of the cash flows that an asset could generate over its economic life, discounted back to present value using an appropriate rate of return. The weighted- average discount rate used to arrive at the present value of the identifiable intangible assets was 8.0 percent, and considers the inherent risk of each intangible asset relative to the internal rate of return and weighted-average cost of capital.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date for the Patient Recovery Business:
(in millions)
Patient Recovery Business
Identifiable intangible assets:
 
Customer relationships (1)
$
1,733

Trade names (2)
187

Developed technology and other (3)
732

Total identifiable intangible assets acquired
2,652

 
 
Cash and equivalents
22

Inventories
425

Prepaid expenses and other
252

Property and equipment, net
741

Other accrued liabilities
(322
)
Deferred income taxes and other liabilities
(982
)
Total identifiable net assets acquired/(liabilities assumed)
2,788

Goodwill
3,292

Total net assets acquired
$
6,080


(1)
The range of useful lives for customer relationships is 10 to 18 years.
(2)
The useful life of trade names is 15 years.
(3)
The useful life of developed technology is 15 years.