Acquisitions (Tables)

6 Months Ended

Jun. 30, 2015

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the consideration paid for Cheminova and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis.



Preliminary Purchase Price Allocation
(in Millions)
Trade receivables	$	513.4
Inventories ⁽¹⁾	421.1
Other current assets	53.6
Property, plant & equipment	192.9
Intangible assets ⁽²⁾
Customer relationships	258.7
Brands	363.7
In-process research & development	17.2
Goodwill ⁽³⁾	393.2
Other assets	58.1
Total fair value of assets acquired	2,271.9

Short-term debt	140.5
Other current liabilities	476.9
Long-term debt ⁽⁴⁾	273.1
Deferred tax liabilities	162.3
Other liabilities	14.0
Total fair value of liabilities assumed	1,066.8

Total cash paid, less cash acquired	$	1,205.1

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(1)	Fair value of finished good inventories acquired included a step-up in the value of approximately $58.1 million, of which $19.3 million was expensed in the three and six months ended June 30, 2015 and included in "Cost of sales and services" on the condensed consolidated income statement.


(2)	The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships is approximately 20 years.


(3)	Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes.


(4)	Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities. As of June 30, 2015 the principal borrowings under this assumed debt has been settled utilizing the borrowing under the October 10, 2014 term loan.

Business Acquisition, Pro Forma Information

The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. The pro forma amounts include certain adjustments, including interest expense on the borrowings utilized to complete the acquisition, depreciation and amortization expense and income taxes. The pro forma amounts for the three and six months ended June 30, 2015 were adjusted to exclude approximately $40.3 million and $231.0 million, respectively, of acquisition-related charges, as further described below. The pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the Acquisition. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred as of January 1, 2014, nor are they indicative of future results of operations.



	Three Months Ended June 30				Six Months Ended June 30
(in Millions)	2015		2014		2015		2014
Pro forma Revenue	$	945.0	$	1,150.0	$	1,908.0	$	2,245.0
Pro forma Diluted earnings per share	$	5.68	$	0.98	$	6.17	$	1.57

Acquisition costs

The following table summarizes the costs incurred associated with these combined activities.



	Three Months Ended					Six Months Ended
	June 30					June 30
(in Millions)	2015			2014		2015		2014
Acquisition-related charges
Legal and professional fees ⁽¹⁾	$	29.0		$	—	$	39.6	$	—
Inventory fair value amortization ⁽²⁾	19.3			—		19.3		—
(Gain)/loss on hedging purchase price ⁽³⁾	(8.0		)	—		172.1		—
Total Acquisition-related charges	$	40.3		$	—	$	231.0	$	—
Restructuring charges and asset disposals
Cheminova restructuring	4.8			—		4.8		—
Total Cheminova restructuring charges ⁽⁴⁾	$	4.8		$	—	$	4.8	$	—

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(1)	Represents transaction costs, costs for transitional employees, other acquired employee related costs and integration related legal and professional third-party fees. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.”


(2)	On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.”


(3)	See "Cheminova Acquisition Hedge Costs" below for more information on these charges. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.”


(4)	See Note 7 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss).