
2.	Acquisitions and Divestitures

Acquisitions

On September 18, 2015, we acquired, as part of Technical Solutions, all of the outstanding shares of capital stock of ERICO Global Company ("ERICO") for approximately $1.8 billion (the "ERICO Acquisition"). ERICO is a leading global manufacturer and marketer of engineered electrical and fastening products for electrical, mechanical and civil applications. ERICO has employees in 30 countries across the world with recognized brands including CADDY fixing, fastening and support products; ERICO electrical grounding, bonding and connectivity products and LENTON engineered systems.

The purchase price has been preliminarily allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the ERICO Acquisition. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. These changes will primarily relate to income tax-related items. The purchase price allocation will be completed in the third quarter of 2016. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocations.

The following table summarizes our preliminary estimates of the fair values of the assets acquired and liabilities assumed in the ERICO Acquisition as previously reported at December 31, 2015 and as revised at June 30, 2016:



In millions	As Previously Reported			As Revised
Cash	$	11.8		$	11.8
Accounts receivable	75.9			75.9
Inventories	102.4			101.8
Other current assets	2.9			2.8
Property, plant and equipment	53.4			53.4
Identifiable intangible assets	1,033.8			1,033.8
Goodwill	1,061.9			1,028.6
Current liabilities	(97.2		)	(94.1		)
Deferred income taxes, including current	(418.8		)	(382.8		)
Other liabilities	(8.0		)	(13.1		)
Purchase price	$	1,818.1		$	1,818.1

The excess of purchase price over tangible net assets and identified intangible assets acquired has been preliminarily allocated to goodwill in the amount of $1,028.6 million, none of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired as part of the ERICO Acquisition include $228.4 million of indefinite-lived trade name intangible assets and $805.4 million of definite-lived customer relationships with an estimated useful life of 21 years.

The following unaudited pro forma consolidated condensed financial results of operations are presented as if the ERICO Acquisition was consummated on January 1, 2014:



	Three months ended		Six months ended
In millions, except per-share data	June 27, 2015		June 27, 2015
Pro forma net sales	$	1,804.5	$	3,403.6
Pro forma net income from continuing operations	164.2		285.2
Pro forma earnings per ordinary share - continuing operations
Basic	$	0.91	$	1.58
Diluted	0.90		1.56

The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the ERICO Acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the ERICO Acquisition occurred on January 1, 2014.

In April 2015, we acquired, as part of Technical Solutions, all of the outstanding shares of capital stock of Nuheat Industries Limited ("Nuheat") for $96.0 million in cash (120.5 million Canadian dollars translated at the April 2, 2015 exchange rate), net of cash acquired. In November 2015, cash of $0.9 million (1.2 million Canadian dollars translated at the average monthly exchange rate) was paid to Nuheat in settlement of a working capital adjustment. Based in Canada, Nuheat is a leading manufacturer of electric floor heating systems that are distributed across North America. Total goodwill recorded as part of the purchase allocation was $43.2 million, none of which is tax deductible. Identified intangible assets acquired consisted of definite-lived customer relationships of $53.3 million, with an estimated useful life of 17 years. The pro forma impact of this acquisition was deemed to not be material.

Discontinued operations

During the first and second quarters of 2015, we sold the remaining portions of the Water Transport business in Australia and received cash proceeds of $59.0 million. The results of the Water Transport business have been presented as discontinued operations.

Operating results of discontinued operations are summarized below:



	Three months ended					Six months ended
In millions	June 30, 2016		June 27, 2015			June 30, 2016		June 27, 2015
Net sales	$	—	$	—		$	—	$	18.6
Cost of goods sold	—		—			—		18.1
Gross profit	$	—	$	—		$	—	$	0.5

Loss from discontinued operations before income taxes	$	—	$	(1.6	)	$	—	$	(7.1	)
Income tax benefit	—		0.3			—		1.5
Loss from discontinued operations, net of tax	$	—	$	(1.3	)	$	—	$	(5.6	)
								—
Loss from sale / impairment of discontinued operations before income taxes	$	—	$	(4.8	)	$	—	$	(4.8	)
Income tax benefit	—		—			—		—
Loss from sale / impairment of discontinued operations, net of tax	$	—	$	(4.8	)	$	—	$	(4.8	)