On May 1, 2019, the Company closed on its previously announced acquisition of the FLAWLESS hair removal business (the “Flawless Acquisition”) from Ideavillage Products Corporation (“Ideavillage”). The Company paid $475.0 at closing and may make an additional contingent consideration payment up to a maximum of $425.0 in cash, based on a trailing twelve-month net sales target ending no later than December 31, 2021. The transaction was funded with proceeds from a three-year term loan and commercial paper borrowings. There was a six-month integration transition period in which the net cash received from Ideavillage was accounted for as other revenue as a component of net sales. The Company purchased the inventory following the transition period, at such time, the Company became the principal party to the sales transactions. The Flawless hair removal business is managed in the Consumer Domestic and Consumer International segments and represents an addition to our specialty haircare portfolio which includes BATISTE dry shampoo, VIVISCAL hair thinning supplements, and TOPPIK hair fibers.

Trade name	$	447.3
Other intangible assets		121.8
Goodwill		87.9
Contingent consideration		(182.0	)
Cash purchase price	$	475.0

The goodwill and other intangible assets associated with the Flawless Acquisition are deductible for U.S. tax purposes. The trade names and other intangible assets were valued using a discounted cash flow model. The life of the amortizable intangible assets recognized from the Flawless Acquisition ranges from 15 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The contingent liability will be reassessed at each balance sheet date until the completion of the earn-out period. Subsequent to the date of the Flawless Acquisition, the Company increased the estimate of the contingent consideration liability by $10.0 from $182.0 to $192.0 based on the revised valuation due to updated sales forecasts as well as the passage of time. Ideavillage will help support the business through a separate long-term transition services agreement.

On March 8, 2018, the Company purchased Passport Food Safety Solutions, Inc. (“Passport”). Passport sells products for pre- and post-harvest treatment in the poultry, swine, and beef production markets (the “Passport Acquisition”). The total purchase price was approximately $50.0, which is subject to an additional payment of up to $25.0 based on sales performance through 2020. Passport’s annual sales were approximately $21.0 in 2017. The Passport Acquisition was funded with short-term borrowings and is managed in the SPD segment.

Inventory and other working capital	$	3.3
Long-term assets		1.0
Trade names and other intangibles		28.5
Goodwill		32.5
Current liabilities		(1.1	)
Long-term liabilities		(7.1	)
Contingent consideration		(7.3	)
Cash purchase price (net of cash acquired)	$	49.8

The trade names and other intangible assets were valued using a discounted cash flow model. The life of the amortizable intangible assets recognized from the Passport Acquisition ranges from 10 - 15 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact is not material to the Company’s consolidated financial results. The contingent liability will be reassessed at each balance sheet date leading up to December 31, 2020. During the second quarter of 2019, the Company reduced the entire fair value of the $7.3 contingent liability based on the revised valuation and updated sales forecasts. The goodwill and other intangible assets associated with the Passport Acquisition are not deductible for U.S. tax purposes.

On August 7, 2017, the Company acquired Pik Holdings, Inc. (“Waterpik”), a water-jet technology company that designs and sells both oral water flossers and replacement showerheads (the “Waterpik Acquisition”). The total purchase price was $1,024.6 (net of cash acquired). Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017. The Company financed the Waterpik Acquisition with proceeds from its underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes (as defined in Note 10) completed on July 25, 2017. Subsequent to the Waterpik Acquisition, Waterpik is managed by the Consumer Domestic and Consumer International segments.

Current assets	$	95.4
Property, plant and equipment		28.4
Trade name (indefinite lived)		644.7
Other intangible assets		146.1
Goodwill		425.8
Current liabilities		(31.8	)
Long-term liabilities		(284.0	)
Cash purchase price (net of cash acquired)	$	1,024.6

The trade names and other intangible assets were valued using a discounted cash flow model. The life of the amortizable intangible assets recognized from the Waterpik Acquisition will be amortized over 15 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. The goodwill and other intangible assets associated with the Waterpik Acquisition are not deductible for U.S. tax purposes.

The following unaudited pro forma information is based on the Company’s historical data and assumptions for consolidated results of operations and gives effect to the Waterpik Acquisition as if the acquisition occurred on January 1, 2016. These unaudited pro forma results include adjustments having a continuing impact on the Company’s consolidated statements of income. These adjustments primarily consist of adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangible assets, stock compensation expense, interest expense and adjustments to tax expense based on condensed consolidated pro forma results. These results have been prepared using assumptions the Company’s management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2016, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to the realization of operating synergies that the Company may realize as a result of the acquisition.

Unaudited condensed consolidated pro forma results	Twelve Months Ended
	December 31,
	2017
	Reported		Pro forma
Net Sales	$	3,776.2	$	3,936.2
Net Income	$	743.4	$	753.4
Net income per share - Basic	$	2.97	$	3.01
Net income per share - Diluted	$	2.90	$	2.94

On May 1, 2017, the Company acquired Agro BioSciences, Inc. (“Agro”), an innovator and leader in developing custom probiotic products for poultry, cattle and swine (the “Agro Acquisition”). The total purchase price was approximately $75.0, and an additional payment of up to $25.0 after 3 years based on sales performance. Agro’s annual sales were approximately $11.0 in 2016. The Agro Acquisition was funded with short-term borrowings and is managed in the SPD segment.

Inventory and other assets	$	2.5
Trade names and other intangibles		37.0
Goodwill		53.4
Contingent consideration		(17.8	)
Cash purchase price (net of cash acquired)	$	75.1

The trade names and other intangible assets were valued using a discounted cash flow model. The life of the amortizable intangible assets recognized from the Agro Acquisition ranges from 5 - 15 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. In December 2019, the final contingent consideration liability, which is expected to be paid in early 2020, was lowered to $14.2 based on 2019 sales. The reduction was recorded in SG&A in the SPD segment. The goodwill and other intangible assets associated with the Agro Acquisition are deductible for U.S. tax purposes.

On January 17, 2017, the Company acquired the Viviscal business (“VIVISCAL”) from Lifes2Good Holdings Limited for $160.3 (the “Viviscal Acquisition”). VIVISCAL is a leading hair care supplement brand both in the U.S. and the U.K. with global annual sales of $44.0 in 2016. The VIVISCAL brand is complementary to the Company’s global BATISTE dry shampoo and TOPPIK hair care business. The Viviscal Acquisition was funded with short-term borrowings and is managed by the Consumer Domestic and Consumer International segments.


Inventory and other working capital	$	10.3
Trade names and other intangibles		119.6
Goodwill		36.9
Current liabilities		(6.5	)
Cash purchase price (net of cash acquired)	$	160.3

The trade names and other intangible assets were valued using the discounted cash flow model. The life of the amortizable intangible assets recognized from the Viviscal Acquisition ranges from 15 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Viviscal Acquisition are deductible for U.S. tax purposes.