3. Acquisitions

2014 Activity

On August 29, 2014, the Company completed the acquisition of Rexair Holdings, Inc. (“Rexair”), a global provider of premium vacuum cleaning systems sold primarily under the Rainbow^® brand name. The total value of the transaction, including debt assumed and repaid, was approximately $349, subject to certain adjustments. The acquisition of Rexair is expected to expand distribution channels, as well as expand the Company’s current product offerings. Rexair is reported in the Company’s Consumer Solutions segment and is included in the Company’s results of operations from the date of acquisition. Based on the Company’s preliminary valuations, which are subject to further refinement primarily related to the fair valuation of certain income tax amounts, the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The excess of the purchase price over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. Based on this purchase price allocation, the Company allocated approximately $47 of the purchase price to identified tangible net liabilities excluding debt repaid, approximately $203 of the purchase price to identified intangible assets and approximately $193 of the purchase price as goodwill.

During 2014, the Company completed two other tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

2013 Activity

On October 3, 2013, the Company acquired Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded premium scented candle company (the “YCC Acquisition”). The total value of the YCC Acquisition, including debt assumed and/or repaid, was approximately $1.8 billion. Yankee Candle is reported in the Company’s Branded Consumables segment and was included in the Company’s results of operations from October 3, 2013. The Company’s 2013 consolidated statement of operations includes approximately $344 of net sales and approximately $28 of operating earnings related to Yankee Candle.

During 2013, the Company completed one other tuck-in acquisition that by nature was complementary to the Company’s core businesses and from an accounting standpoint was not significant.

Pro forma financial information (unaudited)

The following unaudited pro forma financial information presents the combined results of operations of the Company and Yankee Candle as if the YCC Acquisition had occurred on January 1, 2012. The pro forma results presented below for 2013 and 2012 combine the historical results of the Company and Yankee Candle for 2013 and 2012. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the YCC Acquisition been completed as of January 1, 2012 and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition.


(in millions, except per share data)	2013		2012
Net sales	$	7,893.4	$	7,540.3
Net income		274.4		276.3
Earnings per share:
Basic	$	1.46	$	1.37
Diluted	$	1.45	$	1.37

The unaudited pro forma financial information for 2013 and 2012 includes $4.4 for the amortization of purchased intangibles from the YCC Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information for 2012 also includes $82.6 of non-recurring charges related to the YCC Acquisition, which are comprised of charges for the fair market value adjustment for manufacturer’s profit in inventory and other transaction costs.

Other

For 2014 and 2013 and 2012, cost of sales includes charges of $23.4, $89.8 and $6.0, respectively, for the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory related to acquisitions.

For 2014, 2013 and 2012, SG&A includes $7.2, $2.8 and $3.5, respectively, in transaction costs related to acquisitions.