
	BUSINESS ACQUISITIONS AND DISPOSITIONS

On September 1, 2017, the Company completed the acquisition of Chiltern International Group Limited (Chiltern), a specialty CRO, pursuant to a definitive agreement to acquire all of the share capital of Chiltern, in an all-cash transaction valued at approximately $1,224.5. The Company funded the acquisition through a combination of bank financing and the issuance of bonds. Chiltern is part of the Company's CDD segment.

The valuation of acquired assets and assumed liabilities as of September 1, 2017, include the following:



Consideration Transferred
Cash consideration						$	1,224.5

	Preliminary		Measurement Period Adjustments			As of June 30, 2018
Net Assets Acquired
Cash and cash equivalents	$	30.7	$	—		$	30.7
Accounts receivable	116.9		(13.3		)	103.6
Unbilled services	32.6		—			32.6
Prepaid expenses and other	57.9		—			57.9
Property, plant and equipment	12.1		—			12.1
Goodwill	676.6		85.9			762.5
Customer relationships	629.0		(27.0		)	602.0
Trade names and trademarks	24.1		(13.5		)	10.6
Technology	47.0		(21.0		)	26.0
Total assets acquired	1,626.9		12.0			1,638.9
Accounts payable	18.1		27.0			45.1
Accrued expenses and other	51.0		(27.6		)	23.4
Unearned revenue	124.2		—			124.2
Deferred income taxes	208.0		12.6			220.6
Other liabilities	1.1		—			1.1
Total liabilities acquired	402.4		12.0			414.4
Net assets acquired	$	1,224.5	$	—		$	1,224.5

The amortization periods for intangible assets acquired are 21 years for customer relationships, 7 years for trade names and trademarks, and 9 years for technology.

The purchase price allocation for the Chiltern acquisition is still preliminary and subject to change. The areas of the purchase price allocation that are not yet finalized relate primarily to intangible assets, goodwill and the impact of finalizing deferred taxes. Accordingly, adjustments may be made as additional information is obtained about the facts and circumstances that existed as of the valuation date. The Company expects these purchase price allocations to be finalized during the third quarter of 2018. Any adjustments will be recorded in the period in which they are identified.

Unaudited Pro Forma Information

The Company completed the Chiltern acquisition on September 1, 2017. Had the Chiltern acquisition been completed as of January 1, 2016, the Company's pro forma results would have been as follows:



	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Net revenues	$	2,728.1	$	5,339.4
Operating income	321.5		662.2
Net income	172.5		363.2
Earnings per share:
Basic	$	1.68	$	3.54
Diluted	$	1.66	$	3.49

The unaudited pro forma results reflect certain adjustments related to past operating performance and acquisition accounting adjustments, such as increased amortization expense and decreased depreciation expense based on the estimated fair value of assets acquired, the impact of the Company’s new financing arrangements, and the related tax effects. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the Chiltern acquisition. To produce the unaudited pro forma financial information, the Company adjusted Chiltern’s assets and liabilities to their estimated fair value based on a valuation as of September 1, 2017. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition of Chiltern occurred on the date indicated or that may result in the future.

During the six months ended June 30, 2018, the Company also acquired various businesses and related assets for approximately $79.1 in cash (net of cash acquired). The purchase consideration for all acquisitions year to date has been allocated to the estimated fair market value of the net assets acquired, including approximately $48.5 in identifiable intangible assets and a residual amount of goodwill of approximately $54.9. These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation.

On April 30, 2018, the Company entered into a definitive agreement to sell the Covance Food Solutions business, a global provider of innovative product design and product integrity services for end-user segments that span the global food supply chain, for an all-cash purchase price of $670.0. The Company believes that the opportunities for creating lasting value from the 2015 Covance Inc. (Covance) acquisition come from its laboratory diagnostic business, the CRO business, and the enterprise-wide combination of the two. In addition, the Company concluded that, given the competitive dynamics of the food testing market, Covance Food Solutions would be unlikely to achieve sufficient scale to be a top global business. The sale of Covance Food Solutions allows the Company to focus on its primary growth opportunities and at the same time better positions Covance Food Solutions to serve the global food supply industry. The transaction is expected to close in the third quarter of 2018. For the three and six months ended June 30, 2018, Covance Food Solutions recorded operating income of $5.0 and $8.4, respectively. Operating income for the three and six months ended June 30, 2017, was $5.6 and $11.0, respectively. Total assets and total liabilities held for sale for the Covance Food Solutions business as of June 30, 2018, and December 31, 2017, include the following:



	June 30, 2018		December 31, 2017
Assets:
Cash and cash equivalents	$	—	$	0.1
Accounts receivable	20.9		24.4
Unbilled services	9.5		7.6
Supplies inventories	0.4		0.4
Prepaid expenses and other	1.1		1.2
Property, plant and equipment, net	39.1		42.3
Goodwill, net	170.5		170.5
Intangible assets, net	169.7		174.7
Other assets, net	0.2		0.3
Total assets held for sale	$	411.4	$	421.5

Liabilities:
Accounts Payable	$	1.1	$	2.4
Accrued expenses and other	13.0		15.2
Unearned revenue	2.0		2.6
Deferred income taxes and other tax liabilities	64.1		64.1
Other liabilities	2.2		2.2
Total liabilities held for sale	$	82.4	$	86.5

Net assets held for sale	$	329.0	$	335.0