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Acquisitions and Dispositions
9 Months Ended
Sep. 28, 2013
Acquisitions and Dispositions Disclosure  
Acquisitions and Dispositions [Text Block]

Note 2.       Acquisitions and Dispositions

       On April 14, 2013, the company entered into an agreement to acquire Life Technologies Corporation for $76.00 in cash per fully diluted common share, or approximately $13.6 billion, plus the assumption of net debt at close ($1.8 billion as of June 30, 2013) (the “Life Technologies Acquisition”). The transaction, which is expected to close in early 2014, is subject to satisfaction of certain customary closing conditions, including the receipt of certain regulatory approvals. In connection with the planned acquisition of Life Technologies, the company entered into a bridge credit agreement and a term loan agreement (Note 8). The bridge credit agreement is a 364-day unsecured committed bridge facility in the principal amount of $3.56 billion as of November 1, 2013. The term loan agreement is a 3-year unsecured $5 billion term loan facility. The company currently expects to fund the $13.6 billion cash purchase price with up to $3.25 billion of equity financing, including $2.5 billion of its common stock sold in June 2013 under equity forward agreements (Note 10) and up to a maximum of $750 million of equity or equity-linked securities, with the remaining purchase price to be financed with the term loan facility, new debt and cash on hand. Life Technologies provides innovative products and services to customers conducting scientific research and genetic analysis, as well as those in applied markets, such as forensics and food safety testing. Life Technologies' revenues totaled $3.8 billion in 2012.

       During the first nine months of 2013, the company made contingent purchase price and post closing adjustment payments totaling $6 million for acquisitions completed prior to 2013. 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. The net assets acquired have been recorded based on estimates of fair value.

Unaudited Pro Forma Information

       The company acquired One Lambda in September 2012. Had the acquisition of One Lambda been completed as of the beginning of 2011, the company's pro forma results for 2012 would have been as follows:

    Three Months Ended Nine Months Ended
    September 29, September 29,
(In millions except per share amounts) 2012 2012
       
Revenues $ 3,122.6 $ 9,383.8
         
Income from Continuing Operations $ 310.6 $ 894.8
         
Net Income $ 301.6 $ 823.6
         
Earnings per Share from Continuing Operations:      
 Basic $ 0.86 $ 2.45
 Diluted $ 0.85 $ 2.43
         
Earnings per Share:      
 Basic $ 0.83 $ 2.25
 Diluted $ 0.83 $ 2.24

       The company's results would not have been materially different from its pro forma results had the company's other 2012 acquisitions occurred at the beginning of 2011.

Dispositions

       On October 22, 2012, the company sold its laboratory workstations business (See Note 14).