2. Acquisitions

2015 Activity

On July 31, 2015 (the “Acquisition Date”), the Company acquired Waddington Group, Inc. (“Waddington”), a leading manufacturer and marketer of premium disposable tableware for commercial, foodservice and retail markets (the “Waddington Acquisition”). The total value of the transaction, including debt repaid, was approximately $1.35 billion, subject to certain adjustments. The Waddington Acquisition is expected to expand the Company’s product offerings and distribution channels, particularly in the business-to-business category, as well as create cross-selling opportunities. Waddington is reported in the Company’s Branded Consumables segment and is included in the Company’s results of operations from the Acquisition Date. The Company’s consolidated statement of operations for both the three and nine months ended September 30, 2015 includes approximately $135 of net sales and approximately $1 of operating loss related to Waddington.

The excess of the cost of the Waddington Acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The Company’s preliminary fair valuation of assets acquired and liabilities assumed, which is subject to further refinement, is based on all available information, including, in part, certain preliminary valuations and other analyses. Based on this preliminary fair valuation, the purchase price is allocated as follows:


Preliminary Purchase Price Allocation (in millions):

Preliminary value assigned:
Accounts receivable	$	83.5
Inventories		141.2
Other current assets		19.8
Property, plant and equipment		139.6
Intangible assets		615.0
Goodwill		668.1
Other assets		2.4
Accounts payable		(36.6	)
Other current liabilities		(78.1	)
Long-term debt		(627.3	)
Non-current deferred tax liability		(234.7	)

Total purchase price, net of cash acquired	$	692.9

The following unaudited pro forma financial information presents the combined results of operations of the Company and Waddington for the three and nine months ended September 30, 2015 and 2014 as if the Waddington Acquisition had occurred on January 1, 2014. 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 Waddington Acquisition been completed as of January 1, 2014 and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the Company’s estimated statutory tax rates.


	Three months ended September 30				Nine months ended September 30,
(in millions, except per share data)	2015		2014		2015		2014
Net sales	$	2,328.3	$	2,315.7	$	6,421.1	$	6,330.1
Net income		112.3		112.7		147.8		144.6
Earnings per share:
Basic	$	0.55	$	0.56	$	0.72	$	0.71
Diluted	$	0.52	$	0.55	$	0.69	$	0.70

The unaudited pro forma financial information for three and nine months ended September 30, 2015 and 2014 include $9.7 and $29.1, respectively, for the amortization of purchased intangibles from the Waddington Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information for the nine months ended September 30, 2014 also includes $55.0 of non-recurring charges related to the Waddington Acquisition, which are comprised of charges for the fair market value adjustment for manufacturers profit in inventory and other acquisition-related costs.

During the nine months ended September 30, 2015, the Company also completed two tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

Subsequent Event

On November 2, 2015, the Company acquired Visant Holding Corp., the parent company of Jostens, Inc. and other entities composing the Jostens business (“Jostens”), which is a market-leading, iconic brand and trusted partner to schools and students nationwide that provides a product portfolio of high quality yearbooks, class and championship rings, caps and gowns, diplomas, and varsity jackets (the “Jostens Acquisition”). The total value of the transaction, including debt repaid, was approximately $1.5 billion, subject to certain adjustments. The Jostens Acquisition is expected to expand the Company’s product offerings and brings customizable production capabilities in printing, jewelry, and apparel. Jostens will be reported in the Company’s Outdoor Solutions segment and will be included in the Company’s results of operations from the date of acquisition. Supplemental pro forma information and the preliminary purchase price allocation have not been provided as estimates of the fair value of the assets acquired and liabilities assumed have not been completed.

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. 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.