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Acquisitions and Divestitures | 12 Months Ended
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Jun. 30, 2019
Business Combinations [Abstract] |
Acquisitions | 2. Acquisitions and Divestitures Acquisitions While we have completed several acquisitions d uring fiscal 2019, 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 $82 million. 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 acquisition further expanded the Medical segment's portfolio of self-manufactured products. Transaction and integration costs associated with the acquisition of the Patient Recovery Business were $75 million and $109 million for the fiscal year ended June 30, 2019 and 2018, respectively. These costs are included in amortization and other acquisition-related costs in the consolidated statement of earnings. Fair Value of Assets Acquired and Liabilities Assumed The allocation of the fair value of assets acquired and liabilities assumed for the acquisition of the Patient Recovery Business was finalized during the three months ended September 30, 2018, resulting in goodwill of $3.3 billion. There were no significant adjustments to the allocation of the fair value of assets acquired and liabilities assumed for the Patient Recovery Business acquisition from those disclosed in our fiscal 2018 Form 10-K. 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 | 420 |
Prepaid expenses and other | 252 |
Property and equipment, net | 739 |
Other accrued liabilities | (322 | )
Deferred income taxes and other liabilities | (982 | )
Total identifiable net assets acquired | 2,781 |
Goodwill | 3,299 |
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.
Divestitures China Divestiture In February 2018, we sold our pharmaceutical and medical products distribution business in China ("China distribution business") for proceeds of $861 million (after adjusting for third party indebtedness and preliminary transaction adjustments) to Shanghai Pharmaceuticals Holding Co., Ltd. The proceeds are not reflective of tax obligations due in connection with the sale, for which we have recorded a liability of $59 million. The purchase price was subject to adjustment based on working capital requirements as set forth in the definitive agreement, for which there were no significant changes in fiscal 2019. We determined that the sale of the China distribution business did not meet the criteria to be classified as discontinued operations. The China distribution business primarily operated within our Pharmaceutical segment, and a smaller portion operated within our Medical segment. During the fiscal year ended 2018, we recognized a pre-tax loss of $41 million related to this divestiture. naviHealth In August 2018, we sold our 98 percent ownership interest in naviHealth to investor entities controlled by Clayton, Dubilier & Rice in exchange for cash proceeds of $737 million (after adjusting for certain fees and expenses) and a 44 percent equity interest in a partnership that owns 100 percent of the equity interest of naviHealth. We also have certain call rights to reacquire naviHealth. Refer to Note 5 for further discussion regarding this investment. For the fiscal year ended June 30, 2019, we recognized a pre-tax gain of $508 million related to this divestiture in impairments and (gain)/loss on disposal of assets in our consolidated statement of earnings. This gain includes our initial recognition of an equity method investment for $358 million and the derecognition of redeemable noncontrolling interests of $12 million. The fiscal 2019 tax expense as a result of this transaction was $130 million. We determined that the sale of the naviHealth business did not meet the criteria to be classified as discontinued operations. The naviHealth business operated within our Medical segment.

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