Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

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



	Year ended December 31
(in Millions)	2015		2014
Acquisition-related charges
Legal and professional fees ⁽¹⁾	$	60.4	$	32.2
Inventory fair value amortization ⁽²⁾	57.8		—
(Gain)/loss on hedging purchase price ⁽³⁾	172.1		99.6
Total Acquisition-related charges	$	290.3	$	131.8
Restructuring charges and asset disposals
Cheminova restructuring	118.3		—
Total Cheminova restructuring charges ⁽⁴⁾	$	118.3	$	—

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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 consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.”


(2)	On the 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 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 consolidated statements of income (loss).

Business Acquisition, Pro Forma Information



	Year ended December 31,
(in Millions)	2015		2014
Pro forma Revenue	$	3,638.5	$	4,484.4
Pro forma Diluted earnings per share	$	4.99	$	3.01

Cheminova [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	$	493.3
Inventories ⁽¹⁾	374.8
Other current assets	53.6
Property, plant & equipment	186.4
Intangible assets ⁽²⁾
Customer relationships	294.1
Brands	362.8
In-process research & development	1.4
Goodwill ⁽³⁾	448.5
Other assets	85.2
Total fair value of assets acquired	2,300.1

Short-term debt	140.5
Other current liabilities	430.3
Environmental reserves	47.2
Long-term debt ⁽⁴⁾	273.1
Deferred tax liabilities	165.1
Other liabilities	38.8
Total fair value of liabilities assumed	1,095.0

Total cash paid, less cash acquired	$	1,205.1

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(1)	The Fair value of finished goods inventory acquired included a step-up in the value of approximately $57.8 million, of which all was expensed in 2015 and included in "Cost of sales and services" on the consolidated income statement.


(2)	The weighted average useful life of the acquired finite-lived intangibles, which primarily represents 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 December 31, 2015 the principal borrowings under this assumed debt has been settled using the borrowing under the October 10, 2014 term loan.

EPAX [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



Purchase Price Allocation
(in Millions)
Trade receivables	$	15.6
Inventories ⁽¹⁾	53.7
Other current assets	5.0
Property, plant & equipment	136.8
Intangible assets ⁽²⁾	71.7
Goodwill ⁽³⁾	99.4
Other assets	0.6
Total fair value of assets acquired	$	382.8

Current liabilities	12.3
Deferred tax liabilities	30.5
Other liabilities	0.4
Total fair value of liabilities assumed	$	43.2

Total cash paid, less cash acquired	$	339.6

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(1)	Fair value of finished good inventories acquired included a step-up in the value of approximately $9.4 million, of which $5.2 million was expensed in 2013 with the remaining, $4.2 million, expensed in 2014. Amounts are expensed to "Cost of sales and services."


(2)	The major classes of intangible assets acquired primarily represent customer relationships and brands. The weighted average useful life of the acquired finite-lived intangibles is approximately 17 years. See Note 4 for more information.


(3)	Goodwill largely consisted of expected revenue synergies resulting from the business combinations. None of the acquired goodwill will be deductible for income tax purposes.