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



Consideration Transferred
Cash consideration	$	1,224.5

Net Assets Acquired
Cash and cash equivalents	$	30.7
Accounts receivable	103.6
Unbilled services	32.6
Prepaid expenses and other	57.9
Property, plant and equipment	12.1
Goodwill	735.9
Customer relationships	602.0
Trade names and trademarks	10.6
Technology	26.0
Total assets acquired	1,612.3
Accounts payable	45.1
Accrued expenses and other	19.6
Unearned revenue	124.2
Deferred income taxes	196.5
Other liabilities	2.4
Total liabilities acquired	387.8
Net assets acquired	$	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.

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 September 30, 2017		Nine Months Ended September 30, 2017
Net revenues	$	2,747.3	$	8,086.6
Operating income	313.2		975.0
Net income	158.1		521.2
Earnings per share:
Basic	$	1.55	$	5.09
Diluted	$	1.52	$	5.02

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 nine months ended September 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 $49.5. 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 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 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, Food Solutions would be unlikely to achieve sufficient scale to be a top global business. The sale of Food Solutions allows the Company to focus on its primary growth opportunities and at the same time better positions Food Solutions to serve the global food supply industry. The transaction closed on August 1, 2018, and a net gain of $258.3 was recorded in Other, net in the consolidated statement of operations. Total assets and total liabilities held for sale for the Food Solutions business as of December 31, 2017, include the following:



	December 31, 2017
Assets:
Cash and cash equivalents	$	0.1
Accounts receivable	24.4
Unbilled services	7.6
Supplies inventories	0.4
Prepaid expenses and other	1.2
Property, plant and equipment, net	42.3
Goodwill, net	170.5
Intangible assets, net	174.7
Other assets, net	0.3
Total assets held for sale	$	421.5

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

Net assets held for sale	$	335.0

The Company also divested its forensic testing services business in the U.K. on August 7, 2018, resulting in a loss of $48.9 recorded in Other, net in the consolidated statement of operations.

Operating income for the divested businesses was $2.4 and $6.1, for the three and nine months ended September 30, 2018, (which includes divested operations through their respective disposal dates in early August) and $2.2 and $10.3, for the three and nine months ended September 30, 2017.