During 2024, the Company completed acquisitions for an aggregate purchase price of $2.2 billion (including contingent consideration initially estimated at $6 million), net of cash acquired, including the acquisitions discussed below. Of such amount, $30 million was prepaid during the year ended December 31, 2023. In the Company's consolidated statement of cash flows for the year ended December 31, 2024, such $30 million is included in business acquisitions, net of cash acquired, with a corresponding offset in other investing activities.

The acquisitions preliminarily resulted in goodwill of $1.1 billion, $862 million of which is deductible for tax purposes. See the table below for a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement periods.

On August 23, 2024, the Company acquired LifeLabs in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion), net of cash acquired. LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada. The acquisition price is subject to a customary net working capital adjustment, which is not expected to be material. The Company funded the acquisition with a portion of the net proceeds from the issuance of senior notes (see Note 13 for further details).

The purchase price allocation in the table below is based upon a preliminary valuation and the Company's estimates and assumptions are subject to change within the measurement period as the valuation is finalized. Management is currently in the process of verifying data and finalizing information related to the valuation and recording of identifiable intangible assets, certain other assets and liabilities, and the corresponding effect on the amount of goodwill.

The fair values of the customer-related intangible assets and the trade name intangible assets in the table below were determined by management using a multi-period excess earnings method, a form of the income approach, and a relief from royalty method, respectively. Management’s estimates of fair value were principally determined based on projections of cash flows and include significant judgments and assumptions relating to customer attrition rates for the customer-related intangible assets and royalty rates for the trade name intangible assets. The projected cash flows were discounted to determine the present values of the assets at the date of the acquisition. The fair value of the customer-related intangible assets utilized discount rates ranging from 13.0% to 14.0% and the fair value of the trade name intangible assets utilized a 12.0% discount rate.

The following unaudited pro forma combined financial information reflects the consolidated statement of operations of the Company as if the acquisition of LifeLabs had occurred as of January 1, 2023. The pro forma information includes adjustments primarily related to the amortization of acquired intangible assets (see below), interest expense associated with debt of LifeLabs which was extinguished prior to the acquisition, interest expense associated with senior notes issued to fund the acquisition (see Note 13), the impact on depreciation expense of recording acquired property, plant and equipment at fair value (see below), and transaction costs related to the LifeLabs acquisition. The pro forma combined financial information does not include the estimated annual synergies expected to be realized upon completion of the integration of LifeLabs and therefore is not indicative of the results of operations as they would have been had the transaction been effected on the assumed date.


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Select Assets of the Outreach Laboratory Services Business of OhioHealth		Outreach Laboratory Services Business of University Hospitals		Other Acquisitions (a)		Total

Cash and cash equivalents	$	50	$	—	$	—	$	—	$	—	$	—	$	50
Accounts receivable	31		—		—		—		—		—		31
Other current assets	23		—		—		—		—		2		25
Property, plant and equipment	250		—		—		—		—		4		254
Finance lease assets (recorded in property, plant and equipment)	—		—		—		—		—		17		17
Operating lease right-of-use assets	65		—		—		—		—		17		82
Goodwill	303		243		175		146		125		154		1,146

Intangible assets	434		57		55		54		58		95		753
Other assets	39		—		—		—		—		—		39

Total assets acquired	1,195		300		230		200		183		289		2,397

Accounts payable and accrued expenses	66		—		—		—		—		—		66

Current portion of long-term operating lease liabilities	14		—		—		—		—		4		18
Finance lease liabilities (recorded in long-term debt)	—		—		—		—		—		17		17
Long-term operating lease liabilities	51		—		—		—		—		13		64
Other liabilities	11		—		—		—		—		7		18

Total liabilities assumed	142		—		—		—		—		41		183

Net assets acquired	$	1,053	$	300	$	230	$	200	$	183	$	248	$	2,214


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Select Assets of the Outreach Laboratory Services Business of OhioHealth		Outreach Laboratory Services Business of University Hospitals		Other Acquisitions (a)		Total		Weighted Average Useful Life (in years)
Customer-related	$	335	$	57	$	55	$	54	$	43	$	95	$	639	15 - 25
Trade names	99		—		—		—		—		—		99		15
Non-competition agreements	—		—		—		—		15		—		15		5
	$	434	$	57	$	55	$	54	$	58	$	95	$	753

During 2023, the Company completed acquisitions for an aggregate purchase price of $699 million (including contingent consideration initially estimated at $88 million), net of cash acquired, including the acquisitions discussed below. The acquisitions resulted in goodwill of $511 million, of which $244 million is deductible for tax purposes. The acquisitions also resulted in $145 million of technology-related intangible assets and $63 million of customer-related intangible assets.

On April 17, 2023, the Company completed the acquisition of select assets of the laboratory services business of New York-Presbyterian, which serves providers and patients in New York, as well as the tri-state area and beyond, in an all-cash transaction for $275 million. Based on the purchase price allocation, the assets acquired primarily consist of $222 million of tax-deductible goodwill and $53 million of customer-related intangible assets. The intangible assets are being amortized over a useful life of 15 years.

On June 20, 2023, the Company acquired Haystack Oncology, Inc. ("Haystack"), an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions. The acquisition was an all-cash transaction for $392 million, net of $1 million of cash acquired, which consisted of cash consideration of $304 million and contingent consideration initially estimated at $88 million. Under the contingent consideration obligation, the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the Centers for Medicare and Medicaid Services ("CMS"). Based on the purchase price allocation, the assets acquired and liabilities assumed consist of $267 million of goodwill (none of which is tax-deductible), $145 million of technology-related intangible assets, $23 million of deferred income tax liabilities, $8 million of operating lease right-of-use assets and related operating lease liabilities, and $3 million of property, plant and equipment. The intangible assets are being amortized over a useful life of 15 years. For further details regarding the fair value of the Company's contingent consideration, see Note 7.

During 2022, the Company completed acquisitions for an aggregate purchase price of $162 million (including contingent consideration initially estimated at $18 million), net of cash acquired, including the acquisition discussed below. The 2022 acquisitions resulted in goodwill of $121 million, of which $103 million is deductible for tax purposes. These acquisitions also resulted in $45 million of intangible assets, principally comprised of customer-related intangible assets.

On February 1, 2022, the Company acquired Pack Health, LLC, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in an all cash transaction for $123 million, net of $4 million cash acquired, which consisted of cash consideration of $105 million and contingent consideration initially estimated at $18 million. Based on the purchase price allocation, the assets acquired and liabilities assumed consist of $96 million of goodwill (of which $78 million was tax-deductible on the acquisition date), $30 million of intangible assets, $5 million of operating lease right-of-use assets, $5 million of operating lease liabilities and $(3) million of working capital. The intangible assets consist primarily of customer-related assets which are being amortized over a useful life of 15 years.

The acquisitions described above were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed are recorded based on their estimated fair values as of the closing date. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entities with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with these acquisitions has been allocated to the Company's DIS business. For further details regarding business segment information, see Note 19.

Except for the acquisition of LifeLabs (see above), supplemental pro forma combined financial information, and financial information subsequent to the acquisition close dates, has not been presented as the impact of the other acquisitions is not material to the Company's consolidated financial statements. Additionally, for such other acquisitions, it is impracticable to provide this financial information due to a variety of factors, including access to historical information and the operations of the acquirees being significantly integrated into the Company's cost structure shortly after the closing of the acquisitions.