On May 19, 2011, the company entered into an agreement to acquire the Phadia group, a global leader in allergy and autoimmunity diagnostics, headquartered in Sweden, for approximately €1.05 billion in cash and the repayment of certain indebtedness owed by Phadia to the seller and third party lenders. As of the date of the agreement, the amount of this debt totaled approximately €1.41 billion, making the total purchase price approximately $3.51 billion, based on exchange rates at the time of the announcement. The acquisition will be part of the Analytical Technologies segment. The company has available cash on hand and committed short-term financing arrangements of up to $3 billion to purchase Phadia. The company expects, however, to issue long-term debt to replace the short-term financing arrangements. The closing of the transaction is subject to certain conditions, including the receipt of regulatory approvals. Phadia's revenues in 2010 totaled €367 million (approximately $525 million based on exchange rates at the time of the announcement).

On December 13, 2010, the company and Dionex Corporation, a leading manufacturer and marketer of chromatography systems, announced that their Boards of Directors unanimously approved a transaction under which Thermo Fisher would acquire all of the outstanding shares of Dionex. Dionex, headquartered in Sunnyvale, California, is a global leader in the manufacturing and marketing of ion and liquid chromatography and sample preparation systems, consumables, and software for chemical analysis. Dionex systems are used worldwide in environmental analysis and by the life sciences, chemical, petrochemical, food and beverage, power generation, and electronics industries. Their expertise in applications and instrumentation helps analytical scientists to evaluate and develop pharmaceuticals, establish environmental regulations, and produce better industrial products. The Analytical Technologies segment completed the acquisition in May 2011, for a total purchase price of $2.03 billion, net of cash acquired. Revenues of Dionex totaled $420 million in its fiscal year ended June 30, 2010. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $1.32 billion was allocated to goodwill, substantially none of which is tax deductible.

In addition, in the first six months of 2011, the Laboratory Products and Services segment acquired a U.K. based provider of single-use plastic products serving the microbiology, life sciences and clinical markets and certain operating assets of a Singapore-based distributor of laboratory equipment and consumables. The aggregate consideration for these acquisitions was $42 million.

The company made contingent purchase price and post closing adjustment payments totaling $30 million in the first six months of 2011, for acquisitions completed prior to 2011. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.

The company's acquisitions have historically been made at prices above the fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing; use of the company's existing commercial infrastructure to expand sales of the acquired businesses' products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.

Acquisitions have been accounted for using the purchase method of accounting, and the acquired companies' results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses. Allocation of the purchase price for acquisitions was based on estimates of the fair value of the net assets acquired and, for acquisitions completed within the past year, is subject to adjustment upon finalization of the purchase price allocation. The company is not aware of any information that indicates the final purchase price allocations will differ materially from the preliminary estimates.

The components of the purchase price allocations for 2011 acquisitions are as follows:

(In millions)			Dionex		Other		Total

Purchase Price
	Cash paid		$	2,140.8	$	41.5	$	2,182.3
	Debt assumed			3.1		—		3.1
	Purchase price payable			—		0.6		0.6
	Cash acquired			(114.9)		(0.6)		(115.5)

			$	2,029.0	$	41.5	$	2,070.5

Allocation
	Current assets		$	228.4	$	12.4	$	240.8
	Property, plant and equipment			87.1		16.0		103.1
	Intangible assets:
		Customer relationships		495.3		9.4		504.7
		Product technology		350.2		6.3		356.5
		In-process research and development		18.3		—		18.3
		Tradenames and other		35.7		0.7		36.4
	Goodwill			1,317.4		11.3		1,328.7
	Other assets			4.1		—		4.1
	Liabilities assumed			(507.5)		(14.6)		(522.1)

			$	2,029.0	$	41.5	$	2,070.5

The weighted-average amortization periods for intangible assets acquired in 2011 are 9 years for customer relationships, 10 years for product technology and 9 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 10 years.

Had the acquisition of Dionex been completed as of the beginning of 2010, the company's pro forma results for 2011 and 2010 would have been as follows:

			Three Months Ended						Six Months Ended
		July 2,			July 3,			July 2,			July 3,
(In millions except per share amounts)			2011			2010			2011			2010

Revenues			$	2,953.7		$	2,696.8		$	5,795.1		$	5,427.1

Income from Continuing Operations			$	253.3		$	214.7		$	492.5		$	361.0

Net Income			$	559.1		$	223.3		$	803.3		$	377.3

Earnings per Share from Continuing Operations:
	Basic		$	0.66		$	0.52		$	1.28		$	0.88
	Diluted		$	0.66		$	0.52		$	1.26		$	0.87

Earnings per Share:
	Basic		$	1.46		$	0.55		$	2.08		$	0.92
	Diluted		$	1.45		$	0.54		$	2.06		$	0.90

Pro forma results include the following non-recurring pro forma adjustments that were directly attributable to the business combination:

The company's results would not have been materially different from its reported results had the company's other 2011 and 2010 acquisitions occurred at the beginning of 2010.

In May 2011, the company sold a manufacturer of heating equipment for $14 million and recorded a pre-tax loss on sale of $3 million, included in restructuring and other costs, net. Operating results of the business were not material.

On April 4, 2011, the company sold, in separate transactions, its Athena Diagnostics business (Athena), part of the Analytical Technologies segment, for $740 million in cash and its Lancaster Laboratories business (Lancaster), part of the Laboratory Products and Services segment, for $180 million in cash and escrowed proceeds of $20 million, due in October 2012. The sale of these businesses resulted in an after-tax gain of approximately $304 million or $0.78 per diluted share. Athena provides diagnostic testing for neurological and other diseases, with an emphasis on gene-based tests. Lancaster is a contract-testing laboratory that provides analytical laboratory services. The results of both businesses have been included in the accompanying financial statements as discontinued operations for all periods presented. Operating results and balance sheet data of the discontinued operations were as follows:

		Three
		Months Ended			Six Months Ended
	July 3,			July 2,			July 3,
(In millions)		2010			2011			2010

Revenues		$	55.2		$	54.3		$	105.1
Pre-tax Income			14.0			9.1			22.5

							December 31,
								2010

Other Current Assets								$	64.8
Other Assets									451.0
Other Accrued Expenses									17.6
Other Long-term Liabilities									58.4