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Acquisitions | 9 Months Ended
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Sep. 27, 2019
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS For a description of the Company’s acquisition activity for the year ended December 31, 2018, reference is made to the financial statements as of and for the year ended December 31, 2018 and Note 3 thereto included in the Company’s 2018 Annual Report. The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with its 2019 acquisitions and is also in the process of obtaining valuations of acquired intangible assets and certain acquisition-related liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. During the nine-month period ended September 27, 2019, the Company acquired five businesses for total consideration of $331 million in cash, net of cash acquired. The businesses acquired complement existing units of the Life Sciences, Diagnostics and Environmental & Applied Solutions segments. The aggregate annual sales of these businesses at the time of their acquisition, based on the companies’ revenues for their last completed fiscal year prior to the acquisition, were $72 million. The Company preliminarily recorded an aggregate of $215 million of goodwill related to these acquisitions. The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the acquisitions consummated during the nine-month period ended September 27, 2019 ($ in millions):
Trade accounts receivable | $ | 8.6 |
Inventories | 8.8 |
Property, plant and equipment | 3.9 |
Goodwill | 214.9 |
Other intangible assets, primarily customer relationships, trade names and technology | 112.3 |
Trade accounts payable | (2.8 | )
Other assets and liabilities, net | (14.6 | )
Net cash consideration | $ | 331.1 |
Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the 2019 and 2018 acquisitions as if they had occurred as of January 1, 2018. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):
| Three-Month Period Ended |  | Nine-Month Period Ended
| September 27, 2019 |  | September 28, 2018 |  | September 27, 2019 |  | September 28, 2018
Sales | $ | 5,037.3 |  |  | $ | 4,873.4 |  |  | $ | 15,082.6 |  |  | $ | 14,685.8 |
Net earnings attributable to common stockholders | 648.4 |  |  | 658.1 |  |  | 1,681.2 |  |  | 1,888.5 |
Diluted net earnings per share | 0.89 |  |  | 0.93 |  |  | 2.32 |  |  | 2.66 |
Acquisition-related transaction costs of $15 million associated with the IDT acquisition were excluded from pro forma earnings in 2018. Pending Acquisition On February 25, 2019, the Company entered into an Equity and Asset Purchase Agreement (the “GE Biopharma Purchase Agreement”) with GE to acquire the GE Biopharma Business for a cash purchase price of approximately $21.0 billion, subject to certain adjustments, and the assumption of approximately $0.4 billion of pension liabilities (the “GE Biopharma Acquisition”). The GE Biopharma Business is a leading provider of instruments, consumables and software that support the research, discovery, process development and manufacturing workflows of biopharmaceutical drugs. Based on audited carve-out financial statements provided by GE, the GE Biopharma Business generated revenues of approximately $3.0 billion in 2018. The Company expects to include the GE Biopharma Business within the Life Sciences segment. The GE Biopharma Acquisition is expected to provide additional sales and earnings growth opportunities for the Company’s Life Sciences segment by expanding the business’ geographic and product line diversity, including new product and service offerings that complement the Company’s current biologics workflow solutions. As a condition to obtaining certain regulatory approvals for the closing of the transaction, the Company will be required to divest certain of its existing product lines. In furtherance thereof, on October 18, 2019, the Company signed an agreement to sell certain of its product lines, contingent upon the Company closing the GE Biopharma Acquisition. These product lines had annual revenue in 2018 of $140 million. Though the timing of obtaining the regulatory approvals necessary to close the GE Biopharma Acquisition is uncertain, the Company continues to make progress with respect thereto and expects to close the transaction in the first quarter of 2020. The Company expects to finance the GE Biopharma Acquisition with approximately $3.0 billion of proceeds from the March 1, 2019 underwritten public offerings of its Common Stock and Mandatory Convertible Preferred Stock (“MCPS”), proceeds from the September 2019 issuance of debt, proceeds from the issuance of additional debt or other borrowings and available cash on hand. Refer to Note 8 for additional information related to the issuance of debt and to Note 14 for additional information related to the March 1, 2019 public offerings.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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