Note 3.Business Combinations

Energy Services Acquisitions

In April 2014, the Company acquired the assets of the Vision Oil Tools, LLC group of companies (“Vision”), a provider of technical services and associated rental equipment and logistics services to the energy sector. Vision established a new geographical base of operations for the Company in the North Dakota (Williston/Bakken) and Rocky Mountain regions. The purchase price was initially $140.0 with the potential for an additional $35.0 in 2015 if Vision generates its planned 2014 EBITDA. The Company has performed an assessment of the progress to date and determined it is likely that Vision will achieve this amount, and accordingly has recorded the $35.0 as a liability as of September 30, 2014. During the quarter ended September 30, 2014, Vision’s acquired working capital was finalized resulting in an additional purchase price of $0.7 and customary working capital adjustments as of the closing date which were not material individually or in the aggregate. The Company has not yet completed the remainder of its evaluation and allocation of the purchase price for Vision. During the June 2014, the Company also acquired the assets of the Cornell group of companies (“Cornell”), which provides technical services, associated logistic services and rental equipment to the energy sector in the Eagle Ford and Permian basins. The purchase price was $70.7 with the potential for an additional $67.0 based on achieving 2014 planned EBITDA. The Company has performed an assessment of the results to date and determined it is likely that such amount will be realized and accordingly, has recorded the $67.0 as a liability as of September 30, 2014. In April 2014, the Company also acquired the assets of the Marcellus group of companies (“MGS”) engaged in manufacturing and rental of equipment in the Marcellus/Utica basin for approximately $45.0. In January 2014, the Company acquired the assets of the LT Energy Services group of companies (“LT”), an Eagle Ford basin provider of rental equipment, for a net purchase price of approximately $102.5. In February 2014, the Company acquired the assets of Wildcat Wireline LLC (“Wildcat”), a provider of wireline services primarily in the Eagle Ford basin, and also in the Marcellus/Utica basin, for a net purchase price of approximately $153.4.

For the 2014 energy services acquisitions, based on our preliminary purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $442.2, of which $109.0 was allocated to identified intangible assets, consisting of customer contracts and relationships and covenants not to compete, and $333.2 is included in goodwill. The useful life assigned to the customer contracts and relationships is eleven years, and the covenants not to compete are being amortized over their contractual periods of five years.

During the third and fourth quarters of 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals, LLC (“Bulldog”), providers of technical services and associated rental equipment and logistics services to the energy sector, for a net purchase price of $114.0. For the 2013 Acquisitions, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $70.6, of which $28.5 was allocated to identified intangible assets, consisting of customer contracts and relationships and covenants not to compete, and $42.1 is included in goodwill. The useful lives assigned to the customer contracts and relationships range from 11‑20 years, and the covenants not to compete are being amortized over their contractual periods of five years.

All of the aforementioned acquisitions are included in the consumables management segment and collectively referred to as the “Energy Services Acquisitions”.

Manufacturing Acquisitions

In June 2014, the Company acquired the outstanding shares of the EMTEQ, Inc. group of companies, a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $256.3, net of cash acquired. The Company also acquired the outstanding shares of the F+E Fischer + Entwicklungen GmbH & Co. KG group of companies (“Fischer”) a leading Europe-based manufacturer of seating products for civilian helicopters for a purchase price of $212.3, net of cash acquired. During the second quarter, the Company also acquired the outstanding shares of one smaller business, engaged in the production of lighting, control units and switches, based in Europe for a purchase price of $63.0, net of cash acquired. These acquisitions are included in the business jet segment and collectively referred to as the “Manufacturing Acquisitions.”

For the Manufacturing Acquisitions, based on our preliminary purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $499.0, of which $98.5 was allocated to identified intangible assets, consisting of customer contracts and relationships, developed technologies, trademarks and patents and covenants not to compete, and $400.5 is included in goodwill. The useful life assigned to the customer contracts and relationships and developed technologies is 20 years, the useful life assigned to trademarks and patents is 15 years, and the covenants not to compete are being amortized over their contractual periods of three to five years.

The Energy Services Acquisitions and Manufacturing Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the Energy Services Acquisitions and Manufacturing Acquisitions have been reflected in the accompanying consolidated balance sheet as of September 30, 2014, and the results of operations for the Energy Services Acquisitions and Manufacturing Acquisitions are included in the accompanying consolidated statements of earnings from their respective dates of acquisition.

The valuation of certain assets, principally intangible assets, is not yet complete, and as such, the Company has not yet finalized its allocation of the purchase prices for the Energy Services Acquisitions and Manufacturing Acquisitions except for the Blue Dot acquisition.

The Company completed its evaluation and allocation of the Blue Dot purchase price during the quarter ended September 30, 2014 which resulted in an $8.0 increase in identified intangibles, a $3.9 increase in accounts receivable and an $11.9 decrease in goodwill.

The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the Energy Services Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:


								Other 2014
		Wildcat		Vision		Cornell		acquisitions		2014	2013
Accounts receivable-trade	$	0.4	$	10.8	$	10.5	$	15.1	$	36.8	$	14.8
Inventories		1.3		--		--		0.4		1.7		3.9
Other current and non-current assets		--		2.4		--		0.1		2.5		0.2
Property and equipment		26.9		44.7		28.7		41.2		141.5		35.5
Goodwill		97.3		89.3		74.7		71.9		333.2		42.1
Identified intangibles		27.5		30.0		24.5		27.0		109.0		28.5
Accounts payable		--		(1.5)		(0.7)		(4.0)		(6.2)		(10.0)
Other current and non-current liabilities		--		(35.0)		(67.0)		(4.2)		(106.2)		(1.0)
Total purchase price	$	153.4	$	140.7	$	70.7	$	147.5	$	512.3	$	114.0

All of the goodwill and other intangible assets related to the Energy Services Acquisitions are expected to be deductible for tax purposes.

The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the Manufacturing Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:


	Domestic		Foreign
Accounts receivable-trade	$	12.2	$	12.8
Inventories		16.1		8.0
Other current and non-current assets		1.3		0.5
Property and equipment		6.6		5.6
Goodwill		189.1		211.4
Identified intangibles		46.1		52.4
Accounts payable		(4.3)		(3.7)
Other current and non-current liabilities		(10.8)		(11.7)
Total purchase price	$	256.3	$	275.3

The majority of the goodwill and intangible assets related to the Manufacturing Acquisitions are not expected to be deductible for tax purposes.

Revenues and net earnings from Energy Services Acquisitions for the three and nine month periods ended September 30, 2014 were $126.9 and $24.9 and $261.8 and $42.6, respectively. Revenues and net earnings from Manufacturing Acquisitions for the three and nine month periods ended September 30, 2014 were $37.4 and $3.8 and $48.1 and $4.9, respectively.

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share for the three and nine month periods ended September 30, 2014 and 2013, respectively, giving effect to all acquisitions as if they had occurred on January 1, 2013 were as follows:


	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,		September 30,
	2014		2013		2014		2013
	Pro forma		Pro forma		Pro forma		Pro forma
Revenues	$	1,102.5	$	1,006.1	$	3,347.1	$	2,935.9
Net earnings		102.2		103.3		345.6		302.0
Diluted net earnings per share		0.98		0.99		3.31		2.91