Business Acquisitions (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Business Acquisitions, by Acquisition

The acquisition date fair value of the consideration transferred consisted of the following (dollars in millions, except per share data):




Total Covetrus shares issued to VFC shareholders	39,742,089
Per share price (in actuals)*	$	43.05
Total fair value of shares issued to VFC shareholders	$	1,711
Fair value of VFC replacement stock option awards attributable to pre-merger service	62
VFC debt repaid at close	24
VFC expenses paid at close	18
Less VFC cash used to fund transaction	(9		)
Total consideration	$	1,806

*Closing price on February 7, 2019, Covetrus shares trading on a when-issued basis (Nasdaq: CVET)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:



Dollars in millions
Book value of net assets acquired	$	14
Goodwill	1,358
Intangible assets	545
Deferred tax liabilities	(111		)
Total consideration	$	1,806

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information presents the results of our operations for the three months ended March 31, 2019 and 2018, as if the acquisition had occurred as of December 31, 2017. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on December 31, 2017 (dollars in millions, except per share data):



	Three Months Ended March 31,
	2019			2018
Net Sales	$	965		$	992
Net income (loss)	(24		)	(13		)
Net income (loss) attributable to Covetrus	(23		)	(13		)

Net income per common share: basic	$	(0.25	)	$	(0.19	)
Net income per common share: diluted	$	(0.25	)	$	(0.19	)