Business Combination (Tables)

3 Months Ended

Mar. 29, 2015

Schedule total consideration transferred

The fair value of the total consideration transferred, net of cash acquired, was $1,802.3 million and comprised of the following:

	(millions of dollars)
Cash consideration transferred to AMCOL shareholders	$	1,519.4
AMCOL notes repaid at close		325.6
Total consideration transferred to debt and equity holders		1,845.0
Cash acquired		42.7
Total consideration transferred to debt and equity holders, net of cash acquired	$	1,802.3

Summary of preliminary purchase price allocation for the AMCOL acquisition

The following table summarizes the Company’s preliminary purchase price allocation for the AMCOL acquisition:

	Preliminary Allocation
	(millions of dollars)
Accounts receivable	$	235.7
Inventories		157.3
Other current assets		65.0
Mineral rights		535.5
Plant, property and equipment		371.2
Goodwill		708.1
Intangible assets		214.3
Other non-current assets		51.4
Total assets acquired	$	2,338.5
Accounts payable		66.4
Accrued expenses		61.6
Non-current deferred tax liability		322.3
Other non-current liabilities		85.9
Total liabilities assumed	$	536.2
Net assets acquired	$	1,802.3

Unaudited pro forma summary of Condensed Consolidated Statements of Income

The following table presents the unaudited pro forma summary of the Company’s Condensed Consolidated Statements of Income for the three months ended March 29, 2015, and March 30, 2014, which includes AMCOL’s Statement of Operations for the respective periods, as if the acquisition and related financing occurred on January 1, 2014. The following unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction occurred on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, potential synergies, and cost savings from operating efficiencies.

	Three Months Ended
Pro Forma Results	Mar. 29, 2015		Mar. 30, 2014
	(millions of dollars)
Net sales	$	453.3	$	493.8

Income before provision for taxes and equity in earnings		47.7		23.1

Consolidated net Income		36.0		16.0