Acquisition of Norit (Tables)

12 Months Ended

Sep. 30, 2012

Components and Allocation of the Purchase Price

The components and preliminary allocation of the purchase price consist of the following amounts:

	(in millions)
Current assets	$	207
Property, plant and equipment		385
Other non-current assets		72
Intangible assets		325
Goodwill		432
Current liabilities		(98	)
Deferred non-current tax liabilities		(176	)
Other non-current liabilities		(34	)
Total purchase price	$	1,113

Pro Forma Net Sales and Results of Operations

The following table provides pro forma net sales and earnings for fiscal 2012 and 2011, as if Norit had been acquired on October 1, 2010. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as increased depreciation and amortization expense on assets acquired from Norit resulting from recording the fair value of assets acquired, the impact of acquisition financing with the related tax effects, and certain reclassifications to conform with the current year’s presentation. The pro forma adjustments also include non-recurring adjustments in pro forma earnings of $19 million in 2011 related to the step-up of inventory values at the acquisition date. The pro forma results do not include any synergies or other effects of the planned integration of Norit. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on October 1, 2010, nor are they indicative of the future operating results of the combined company.

	September 30
	2012 (unaudited)		2011 (unaudited)
	(in millions, except per share amounts)
Net sales	$	3,585	$	3,449
Income from continuing operations(1)		209		226
Income from continuing operations per common share:
Basic	$	3.27	$	3.47
Diluted	$	3.23	$	3.42

⁽¹⁾  Norit recognized a pre-tax gain of approximately $33 million in other income during its year ended December 31, 2011 in connection with a legal settlement.