We continually evaluate potential mergers, acquisitions and divestitures that align with our strategy and expedite the evolution of our portfolio of businesses into new and attractive areas. We have completed a number of acquisitions that have been accounted for as purchases of businesses and resulted in the recognition of goodwill in our financial statements. This goodwill arises because the purchase price for each acquired business reflects a number of factors including the complimentary fit, acceleration of our strategy and synergies the business brings with respect to our existing operations, the future earnings and cash flow potential of the business, the potential to add other strategically complimentary acquisitions to the acquired business, the scarce or unique nature of the business in its markets, competition to acquire the business, the valuation of similar businesses in the marketplace (as reflected in a multiple of revenues, earnings, or cash flows), and the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance our existing offerings to key target markets and develop new and profitable businesses.

We make an initial allocation of the purchase price at the date of acquisition based on our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learn more about the newly acquired business, we are able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. We are in the process of obtaining valuations of certain acquired assets and evaluating the tax impact of certain acquisitions. We make appropriate adjustments to purchase price allocations prior to completion of the applicable measurement period, as required.

On April 1, 2019 (the “Principal Closing Date”), we acquired the Advanced Sterilization Products business (“ASP”) of Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”) for an aggregate purchase price of $2.7 billion (the “Transaction”), subject to certain post-closing adjustments set forth in a Stock and Asset Purchase Agreement, dated effective as of June 6, 2018, between the Company and Ethicon, Inc., a New Jersey corporation (“Ethicon”) and a wholly-owned subsidiary of Johnson & Johnson. ASP engages in the research, development, manufacture, marketing, distribution, and sale of low-temperature terminal sterilization and high-level disinfection products. ASP generated annual revenues of approximately $800 million in 2018.

On the Principal Closing Date, we paid $2.7 billion in cash and obtained the transferred assets and assumed liabilities in 20 countries (“Principal Countries”), general patent and trademark assignments, and all transferred equity interests in ASP. ASP has operations in an additional 39 countries (“Non-Principal Countries”). The transferred assets and liabilities associated with these operations close when requirements of country-specific agreements or regulatory approvals are satisfied.

The $2.7 billion purchase price was paid in exchange for ASP’s businesses in both Principal and Non-Principal Countries. As of December 31, 2019, we have closed 20 Principal Countries and four Non-Principal Countries that, in aggregate, accounted for approximately 98% of the preliminary valuation of ASP. The remaining Non-Principal Countries represent approximately 2% of the preliminary valuation of ASP, or $50 million, which is included as a prepaid asset in Other assets in the Consolidated Balance Sheet. As each Non-Principal Country closes, we will reduce the prepaid asset and record the fair value of the assets acquired and liabilities assumed. All of the provisional goodwill associated with the Transaction is included in goodwill at December 31, 2019; the majority of the provisional goodwill is tax deductible.

In addition, the Company entered into a transition services agreement with Johnson & Johnson for certain administrative and operational services, and distribution agreements in the Non-Principal Countries that have not been closed. Under the distribution agreements, ASP will sell finished goods to Ethicon at prices agreed by the parties. ASP will recognize these sales as revenue when the conditions for revenue recognition are met. Following the sale of finished goods by ASP, Ethicon obtains title of the finished goods, has full authority to sell and market the finished goods to end customers as it sees fit, and retains any revenue and profit from sale.

Revenue and operating loss attributable to ASP for the year ended December 31, 2019 were $525 million and $111 million, respectively, and are included in our Professional Instrumentation segment beginning April 1, 2019. Operating loss includes amortization of intangible assets, acquisition-related fair value adjustments, and post-close transaction and integration costs associated with the Transaction of $230 million during the year ended December 31, 2019. We incurred approximately $86 million of pretax transaction and integration related costs recorded in Selling, general, and administrative expenses during the year ended December 31, 2019 which were primarily for banking fees, legal fees, and amounts paid to other third-party advisers. During the year ended December 31, 2018, we incurred $42 million of pretax transaction and integration costs related to the ASP Transaction.

The following table summarizes the provisional fair value estimates of the assets acquired and liabilities assumed of Principal and Non-Principal Countries that have been transferred to ASP as of December 31, 2019; we did not acquire accounts receivable or accounts payable from Johnson & Johnson ($ in millions):



	Advanced Sterilization Products
Inventories	$	173.8
Property, plant and equipment	45.7
Goodwill	1,420.3
Other intangible assets, primarily customer relationships, trade names and technology	1,120.0
Other assets and liabilities, net	(73.4		)
Total consideration allocated to closed Principal and Non-Principal Countries	2,686.4
Prepaid acquisition asset related to remaining Non-Principal Countries	50.1
Net cash consideration	$	2,736.5

In addition to the acquisition of ASP, during 2019, we acquired four businesses including Intelex Technologies, Pruftechnik, and Censis Technologies, for total consideration of $1.2 billion in cash, net of cash acquired. The businesses acquired complement existing units of our Professional Instrumentation segment. We preliminarily recorded an aggregate of $773 million of goodwill related to these acquisitions. Approximately $21 million of goodwill associated with these acquisitions is tax deductible. Additionally, we made an additional equity investment of $4 million during 2019.

The aggregate annual sales of these businesses in 2018 were approximately $191 million. We incurred approximately $17 million of pretax transaction-related costs recorded in Selling, general, and administrative expenses for the year ended December 31, 2019, which were primarily for banking fees, legal fees, and amounts paid to other third-party advisers. The revenue and operating loss from these acquisitions included in our results were approximately $76 million and $53 million, respectively, during the year ended December 31, 2019.



	ASP			Other			Total
Accounts receivable	$	—		$	46.4		$	46.4
Inventories	173.8			16.1			189.9
Property, plant and equipment	45.7			10.7			56.4
Goodwill	1,420.3			772.6			2,192.9
Other intangible assets, primarily customer relationships, trade names and technology	1,120.0			531.8			1,651.8
Other assets and liabilities, net	(73.4		)	(170.2		)	(243.6		)
Prepaid acquisition asset related to Non-Principal Countries	50.1			—			50.1
Net cash consideration	$	2,736.5		$	1,207.4		$	3,943.9

On September 6, 2018, we acquired Athena SuperHoldCo, Inc., including Accruent, LLC (“Accruent”), a privately-held, leading provider of facilities asset management software, for a total purchase price of approximately $2.0 billion net of acquired cash (the “Accruent Acquisition”). Accruent is a recognized leader in the facilities asset management industry, combining deep domain and industry capabilities with an integrated, cloud-based framework that provides insights spanning the full lifecycle of real estate, facilities and asset management. Accruent serves over 10,000 global customers, and helps assure clients fulfill the mission of their organization by extending the lifecycle of assets, monitoring full compliance, and reducing safety risks. Accruent is headquartered in Austin, Texas, and is included in our Professional Instrumentation Segment. Accruent generated annual revenues of approximately $200 million in 2017. We financed the Accruent Acquisition with available cash and proceeds from our financing activities. We recorded $1.2 billion of goodwill related to the Accruent Acquisition which is not tax deductible.

On July 27, 2018, we acquired TGG Ultimate Holdings, Inc. and its subsidiaries, including The Gordian Group, Inc. (“Gordian”), a privately-held, leading provider of construction cost data, software, and service, for a total purchase price of $778 million net of cash acquired (the “Gordian Acquisition”). Gordian’s comprehensive offerings serve the entire building lifecycle and provide workflow solutions designed to optimize every stage of an asset owner’s construction and maintenance needs, including connecting the owner and contractors in the same exchange and providing access to cost and facility metrics databases via a subscription-based model. Gordian is headquartered in Greenville, South Carolina, and is included in our Professional Instrumentation segment. Gordian generated annual revenues of approximately $110 million in 2017. We financed the Gordian Acquisition with available cash. We recorded $435 million of goodwill related to the Gordian Acquisition which is not tax deductible.

In addition to the acquisitions of Accruent and Gordian, during 2018, we acquired two businesses for total consideration of $44 million in cash, net of cash acquired. The businesses acquired complement existing units of both our segments. The aggregate annual sales of these businesses at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $35 million. We recorded $31 million of goodwill related to these acquisitions.

During 2017, we acquired three businesses for total consideration of $1.6 billion in cash, net of cash acquired. The businesses acquired complement existing units of both our segments. The aggregate annual sales of these businesses at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $389 million. We recorded $1.0 billion of goodwill related to these acquisitions.



	2019			2018			2017
Accounts receivable	$	46.4		$	86.7		$	103.7
Inventories	189.9			3.9			37.3
Property, plant and equipment	56.4			7.1			137.1
Goodwill	2,192.9			1,601.2			1,035.2
Other intangible assets, primarily customer relationships, trade names and technology	1,651.8			1,345.8			587.8
Trade accounts payable	—			(9.9		)	(18.7		)
Other assets and liabilities, net	(243.6		)	(219.7		)	(289.0		)
Previously held investment	—			—			(36.8		)
Prepaid acquisition asset related to Non-Principal Countries	50.1			—			—
Net cash consideration	$	3,943.9		$	2,815.1		$	1,556.6

We incurred approximately $102 million of pretax transaction-related costs related to the five acquisitions in 2019, approximately $25 million of pretax transaction-related costs related to the four acquisitions in 2018, and approximately $19 million of pretax transaction-related costs in 2017, which were primarily for banking fees, legal fees, amounts paid to other third-party advisers, and other change in control costs. Transaction-related costs are recorded in Selling, general, and administrative expenses in the Consolidated Statements of Earnings.

The unaudited pro forma information for the periods set forth below gives effect to the 2019 and 2018 acquisitions as if they had occurred as of January 1, 2018. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions except per share amounts):