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BUSINESS ACQUISITIONS | 6 Months Ended
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Jun. 30, 2024
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS During the six months ended June 30, 2024, the Company completed acquisitions for an aggregate purchase price of $248 million (including contingent consideration initially estimated at $6 million), net of cash acquired, including the acquisitions discussed below. Of such amount, $30 million was prepaid during the twelve months ended December 31, 2023. In the Company's consolidated statement of cash flows for the six months ended June 30, 2024, such $30 million is included in business acquisitions, net of cash acquired, with a corresponding offset in other investing activities. The acquisitions preliminarily resulted in goodwill of $154 million, all of which is deductible for tax purposes. The acquisitions also preliminarily resulted in $95 million of customer-related intangible assets. Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco") On February 12, 2024, the Company acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed primarily consist of $75 million of tax-deductible goodwill, $43 million of customer-related intangible assets and $7 million of operating lease liabilities. The intangible assets are being amortized over a useful life of 15 years. Acquisition of select assets of PathAI Diagnostics On June 10, 2024, the Company acquired select assets of PathAI Diagnostics, a business that provides anatomic and digital pathology laboratory services, in an all-cash transaction for $100 million. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed primarily consist of $55 million of tax-deductible goodwill, $39 million of customer-related intangible assets, $17 million of finance lease assets (recorded in property, plant and equipment, net on the Company's consolidated balance sheet), $17 million of related finance lease liabilities (recorded in long-term debt on the Company's consolidated balance sheet), $17 million of operating lease assets, $17 million of operating lease liabilities, $4 million of additional property, plant and equipment, and $2 million of inventories. The intangible assets are being amortized over a useful life of 15 years. The acquisitions were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed were recorded based on their estimated fair values as of the closing dates. Supplemental pro forma combined financial information has not been presented as the impact of the acquisitions is not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with the acquisitions has been allocated to the Company's DIS business. For further details regarding business segment information, see Note 12. During June 2024, the Company entered into a definitive agreement to acquire select assets of the laboratory services business of Allina Health, which serves providers and patients in Minnesota and Wisconsin. The transaction, which is expected to close during the three months ended September 30, 2024, remains subject to customary closing conditions. Additionally, during June 2024, the Company entered into a definitive agreement to acquire select assets of the laboratory services business of OhioHealth, which serves providers and patients in Ohio. The transaction, which is expected to close during the three months ended September 30, 2024, remains subject to customary closing conditions. For details regarding the Company's 2023 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

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