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Business Combinations and Asset Acquisitions | 9 Months Ended
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Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combination Disclosure | 2. Acquisitions On March 18, 2024, we completed the acquisition of Specialty Networks for a purchase price of $1.2 billion in cash, subject to certain adjustments. Specialty Networks creates clinical and economic value for providers and partners across multiple specialty group purchasing organizations ("GPOs"): UroGPO, Gastrologix and GastroGPO, and United Rheumatology. Specialty Networks’ PPS Analytics platform analyzes data from electronic medical records, practice management, imaging, and dispensing systems and transforms it into meaningful and actionable insights for providers and other stakeholders by using artificial intelligence and modern data analytics capabilities. The acquisition further expands our offering in key therapeutic areas, accelerates our upstream data and research opportunities with biopharma manufacturers, and creates a platform for our expansion across therapeutic areas. The pro forma results of operations and the results of operations for Specialty Networks have not been separately disclosed because the effects were not significant compared to the condensed consolidated financial statements. Transaction costs associated with the Specialty Networks acquisition were $15 million during the three and nine months ended March 31, 2024, and are included in amortization and other acquisition-related costs in the condensed consolidated statements of earnings. Fair Value of Assets Acquired and Liabilities Assumed The allocation of the purchase price for the acquisition of Specialty Networks is not yet finalized and is subject to adjustment as we complete the valuation analysis of the acquisition. The purchase price is also subject to adjustment based on working capital requirements as set forth in the acquisition agreement. 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 an income-based approach, which includes market participant expectations of the cash flows that an asset could generate over its remaining useful life, discounted back to present value using an appropriate rate of return. The discount rate used to arrive at the present value of the identifiable intangible assets was 10 percent, and reflects the internal rate of return and uncertainty in the cash flow projections. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date for Specialty Networks:
(in millions) | Specialty Networks
Identifiable intangible assets: |
Customer relationships (1) | $ | 404 |
Trade names (2) | 15 |
Developed technology (3) | 20 |
Total identifiable intangible assets acquired | 439 |
Identifiable net assets/(liabilities): |
Cash and equivalents | 23 |
Trade receivables, net | 19 |
Prepaid expenses and other | 2 |
Other accrued liabilities | (15) |
Deferred income taxes and other liabilities | (109) |
Total identifiable net assets/(liabilities) acquired | 359 |
Goodwill | 856 |
Total net assets acquired | $ | 1,215 |
(1) The weighted-average useful life of customer relationships is 14 years. (2) The weighted-average useful life of trade names is 8 years. (3) The weighted-average useful life of developed technology is 9 years.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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