BUSINESS ACQUISITIONS AND DISPOSITIONS

During the year ended December 31, 2018, the Company acquired various businesses and related assets for approximately $117.8 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 $67.8 in identifiable intangible assets and a residual amount of goodwill of approximately $70.5. 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 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	745.4
Customer relationships	602.0
Trade names and trademarks	10.6
Technology	26.0
Favorable leases	0.9
Total assets acquired	1,621.8
Accounts payable	45.1
Accrued expenses and other	19.6
Unearned revenue	133.7
Deferred income taxes	196.5
Other liabilities	2.4
Total liabilities acquired	397.3
Net assets acquired	$	1,224.5

The amortization periods for intangible assets acquired are 21 years for customer relationships, 4 years for trade names and trademarks, and 6 years for technology.

The acquisition contributed $188.4 and $11.6 of net revenue and operating income, respectively, during the year ended December 31, 2017.

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 for 2017 would have been as follows:



	Year Ended
	December 31, 2017		December 31, 2016
Total revenues	$	10,831.3	$	10,387.4
Operating income	1,305.6		1,300.5
Net income	1,209.0		703.8
Earnings per share:
Basic	$	11.80	$	6.86
Diluted	$	11.65	$	6.75

During the year ended December 31, 2017, the Company also acquired various laboratories and related assets, including Pathology Associates Medical Laboratories (PAML) for approximately $688.8 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities. The purchase consideration for these acquisitions, including Chiltern, has been allocated to the estimated fair market value of the net assets acquired, including approximately $1,053.0 in identifiable intangible assets (primarily customer relationships and non-compete agreements) and a residual amount of goodwill of approximately $1,009.8.

During the year ended December 31, 2016, the Company acquired various other laboratories and related assets for $548.6 (net of cash acquired), including Sequenom, Inc. for approximately $249.1. The Company completed the acquisition of Sequenom, Inc., a market leader in non-invasive prenatal testing, women's health and reproductive genetics on September 7, 2016, through a cash tender offer for $2.40 per share, or a transaction price of $249.1, net of cash received, and acquired $130.0 of debt. The Sequenom purchase consideration has been allocated to the estimated fair market value of the net assets acquired, including approximately $146.6 in identifiable intangible assets (primarily customer relationships, technology, and trade names) with weighted-average useful lives of approximately 14.6 years; $45.1 in deferred tax liabilities (relating to identifiable intangible assets); and a residual amount of non-tax deductible goodwill of approximately $206.0.

The remaining acquisitions 2016 included various other laboratories and related assets for approximately $299.5 in cash (net of cash acquired). The purchase consideration for these acquisitions has been allocated to the estimated fair market value of the net assets acquired, including approximately $126.2 in identifiable intangible assets (primarily customer relationships) and a residual amount of goodwill of approximately $192.3. These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities.

On April 30, 2018, the Company entered into a definitive agreement to sell the CFS 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 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 CFS 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. and the U.S. on August 7, 2018, and December 31, 2018, respectively, resulting in a losses of $48.9 and $24.5, respectively, recorded in Other, net in the consolidated statement of operations.

Operating income for the divested businesses was $7.6 and $12.9, for the years ended December 31, 2018, (which includes divested operations through their respective disposal dates) and December 31, 2017, respectively.