rrd-10q_20150930.htm

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

	September 30,			December 31,
	2015			2014
ASSETS
Cash and cash equivalents	$	257.3		$	527.9
Receivables, less allowances for doubtful accounts of $44.8 in 2015 (2014 - $44.3)		2,059.0			2,033.8
Inventories (Note 3)		639.9			586.2
Prepaid expenses and other current assets		228.3			225.4
Total current assets		3,184.5			3,373.3
Property, plant and equipment-net (Note 4)		1,504.0			1,515.5
Goodwill (Note 5)		1,737.8			1,706.6
Other intangible assets-net (Note 5)		465.7			423.7
Deferred income taxes		179.5			234.1
Other noncurrent assets		399.1			386.1
Total assets	$	7,470.6		$	7,639.3
LIABILITIES
Accounts payable	$	1,196.4		$	1,296.6
Accrued liabilities		793.7			867.3
Short-term and current portion of long-term debt (Note 13)		460.2			203.4
Total current liabilities		2,450.3			2,367.3
Long-term debt (Note 13)		3,216.1			3,429.1
Pension liabilities		558.1			616.1
Other postretirement benefits plan liabilities		201.6			210.8
Other noncurrent liabilities		381.8			395.6
Total liabilities		6,807.9			7,018.9
Commitments and Contingencies (Note 12)
EQUITY (Note 8)
RR Donnelley shareholders' equity
Preferred stock, $1.00 par value
Authorized: 2.0 shares; Issued: None		—			—
Common stock, $1.25 par value
Authorized: 500.0 shares;
Issued: 267.0 shares in 2015 (2014 - 259.0)		333.7			323.7
Additional paid-in-capital		3,161.0			3,041.5
Accumulated deficit		(637.4	)		(559.1	)
Accumulated other comprehensive loss		(804.6	)		(773.6	)
Treasury stock, at cost, 58.3 shares in 2015 (2014 - 59.2 shares)		(1,403.8	)		(1,438.7	)
Total RR Donnelley shareholders' equity		648.9			593.8
Noncontrolling interests		13.8			26.6
Total equity		662.7			620.4
Total liabilities and equity	$	7,470.6		$	7,639.3

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015			2014		2015			2014
Products net sales	$	2,359.0		$	2,480.7	$	6,883.8		$	7,147.1
Services net sales		469.0			477.1		1,438.4			1,387.0
Total net sales		2,828.0			2,957.8		8,322.2			8,534.1

Products cost of sales (exclusive of depreciation and amortization)		1,844.8			1,942.1		5,386.5			5,570.8
Services cost of sales (exclusive of depreciation and amortization)		363.3			368.1		1,120.3			1,080.3
Total cost of sales		2,208.1			2,310.2		6,506.8			6,651.1

Products gross profit		514.2			538.6		1,497.3			1,576.3
Services gross profit		105.7			109.0		318.1			306.7
Total gross profit		619.9			647.6		1,815.4			1,883.0
Selling, general and administrative expenses (exclusive of depreciation and amortization)		328.4			334.4		972.4			990.2
Restructuring, impairment and other charges-net (Note 6)		52.9			19.9		104.9			87.9
Depreciation and amortization		115.3			119.6		341.5			357.0
Income from operations		123.3			173.7		396.6			447.9
Interest expense-net		69.0			71.2		207.2			213.0
Investment and other expense-net		3.0			2.0		43.2			8.9
Loss on debt extinguishment		—			—		—			77.1
Earnings before income taxes		51.3			100.5		146.2			148.9
Income tax expense		39.7			35.7		79.1			51.7
Net earnings		11.6			64.8		67.1			97.2
Less: (Loss) income attributable to noncontrolling interests		(2.7	)		2.6		(13.0	)		(0.7	)
Net earnings attributable to RR Donnelley common shareholders	$	14.3		$	62.2	$	80.1		$	97.9

Net earnings per share attributable to RR Donnelley common shareholders (Note 9):
Basic net earnings per share	$	0.07		$	0.31	$	0.39		$	0.49
Diluted net earnings per share	$	0.07		$	0.31	$	0.39		$	0.49

Dividends declared per common share	$	0.26		$	0.26	$	0.78		$	0.78

Weighted average number of common shares outstanding:
Basic		209.2			200.3		204.3			197.9
Diluted		210.3			201.6		205.5			199.4

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net earnings	$	11.6		$	64.8		$	67.1		$	97.2

Other comprehensive income (loss), net of tax (Note 10):
Translation adjustments		(37.5	)		(15.0	)		(42.5	)		(15.3	)
Adjustment for net periodic pension and postretirement benefits plan cost		2.2			1.0			10.4			3.3
Change in fair value of derivatives		0.1			—			0.1			0.1
Other comprehensive loss		(35.2	)		(14.0	)		(32.0	)		(11.9	)
Comprehensive (loss) income		(23.6	)		50.8			35.1			85.3
Less: comprehensive (loss) income attributable to noncontrolling interests		(3.7	)		2.6			(14.0	)		(0.9	)
Comprehensive (loss) income attributable to RR Donnelley common shareholders	$	(19.9	)	$	48.2		$	49.1		$	86.2

	Nine Months Ended
		September 30,
		2015			2014
OPERATING ACTIVITIES
Net earnings		$	67.1		$	97.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Impairment charges			29.4			10.1
Depreciation and amortization			341.5			357.0
Provision for doubtful accounts receivable			12.5			10.8
Share-based compensation			13.6			13.8
Deferred income taxes			(43.0	)		(32.6	)
Changes in uncertain tax positions			9.4			(2.5	)
Loss on investments and other assets - net			13.1			0.8
Loss related to Venezuela currency remeasurement-net			30.3			18.0
Loss on debt extinguishment			—			77.1
Net pension and other postretirement benefits plan income			(33.2	)		(35.5	)
Gain on bargain purchase			—			(9.5	)
Other			20.8			50.3
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable - net			(54.9	)		(154.7	)
Inventories			(29.1	)		(74.3	)
Prepaid expenses and other current assets			5.5			(35.4	)
Accounts payable			(72.3	)		(10.8	)
Income taxes payable and receivable			18.8			14.0
Accrued liabilities and other			(105.5	)		(6.1	)
Pension and other postretirement benefits plan contributions			(19.8	)		(33.8	)
Net cash provided by operating activities			204.2			253.9
INVESTING ACTIVITIES
Capital expenditures			(152.8	)		(164.5	)
Acquisitions of businesses, net of cash acquired			(118.3	)		(380.4	)
Disposition of businesses			0.6			(3.4	)
Proceeds from sales of investments and other assets			17.4			20.9
Transfers to restricted cash - net			—			(12.3	)
Other investing activities			(7.9	)		(1.1	)
Net cash used in investing activities			(261.0	)		(540.8	)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt			—			400.0
Net change in short-term debt			12.9			(0.4	)
Payments of current maturities and long-term debt			(271.8	)		(811.3	)
Net proceeds from credit facility borrowings			225.0			130.0
Dividends paid			(158.4	)		(151.1	)
Other financing activities			3.5			(13.9	)
Net cash used in financing activities			(188.8	)		(446.7	)
Effect of exchange rate on cash and cash equivalents			(25.0	)		(25.6	)
Net decrease in cash and cash equivalents			(270.6	)		(759.2	)
Cash and cash equivalents at beginning of year			527.9			1,028.4
Cash and cash equivalents at end of period		$	257.3		$	269.2

Supplemental non-cash disclosure:
Issuances of 17.0 million shares of RR Donnelley stock for acquisitions of businesses		$	—		$	319.0
Issuance of 8.0 million shares of RR Donnelley stock for acquisition of business		$	154.2		$	—

The accompanying unaudited condensed consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (the “Company” or “RR Donnelley”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 25, 2015. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

On August 4, 2015, the Company announced that its Board of Directors intends to create three independent public companies: (i) a financial communications services company (the “Financial Services Company”), (ii) a publishing and retail-centric print services company (the “Publishing and Retail Services Company”), and (iii) a multichannel communications management company (the “Multichannel Communications Management Company”). The Financial Services Company is expected to consist of the Company’s current financial reporting unit of the Company’s Strategic Services segment. The Publishing and Retail Services Company is expected to consist of the Company’s current Publishing and Retail Services segment as well as the office products reporting unit from the Company’s Variable Print segment, the Europe reporting unit of the Company’s International segment and certain Mexican operations currently within the Latin America reporting unit of the Company’s International segment. The Multichannel Communications Management Company is expected to consist of the current Variable Print segment except for the office products reporting unit that will become part of the Publishing and Retail Services Company, the logistics, sourcing, and digital and creative solutions reporting units within the current Strategic Services segment, and the current International segment except for the Europe reporting unit and certain Mexican operations that will become part of the Publishing and Retail Services Company. The transaction is expected to take the form of a tax-free distribution to RR Donnelley shareholders of shares of stock in two new, independent, publicly traded companies, the Financial Services Company and the Publishing and Retail Services Company. Immediately following the completion of the transactions existing RR Donnelley shareholders will own shares in all three companies.

The transactions are subject to customary conditions, including obtaining rulings from the Internal Revenue Service and/or tax opinions, execution of inter-company agreements and final approval by the Company’s Board of Directors. The Company expects to complete the transactions prior to the end of 2016, but there can be no assurance that the transactions will be completed on the anticipated timeline or at all or that the terms of the transactions will not change.

Upon separation, the historical results of the Financial Services Company and the Publishing and Retail Services Company will be presented as discontinued operations.

On June 8, 2015, the Company acquired Courier Corporation (“Courier”), a leader in digital printing and publishing primarily in the United States, specializing in educational, religious and trade books. The acquisition expanded the Company’s digital printing and content management capabilities. The purchase price for Courier was $137.3 million in cash and 8.0 million shares of RR Donnelley common stock, or a total transaction value of $291.5 million based on the Company’s closing share price on June 5, 2015, plus the assumption of Courier’s debt of $78.2 million. Courier had $20.9 million of cash as of the date of acquisition. Immediately following the acquisition, the Company repaid substantially all of the debt assumed. Courier’s book manufacturing operations are included in the Publishing and Retail Services segment, publishing operations are included in the Strategic Services segment and Brazilian operations are included in the International segment.

For the nine months ended September 30, 2015, the Company’s Condensed Consolidated Financial Statements included net sales of $109.0 million and a loss before income taxes of $23.9 million related to the Courier acquisition, including restructuring, impairment and other charges of $29.3 million and a charge of $9.9 million resulting from an inventory purchase accounting adjustment.

For the three and nine months ended September 30, 2015, the Company recorded $0.3 million and $14.1 million of acquisition-related expenses, respectively, associated with acquisitions completed or contemplated, within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Courier acquisition was recorded by allocating the cost of the acquisition to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The goodwill associated with this acquisition is primarily attributable to the synergies expected to arise as a result of the acquisition.

The tax deductible goodwill related to acquisitions, primarily Courier, was $9.3 million.

Based on the valuations, the final purchase price allocation for 2015 acquisitions was as follows:

The fair values of other intangible assets, technology and goodwill associated with the acquisition of Courier were determined to be Level 3 under the fair value hierarchy. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

The fair values of property, plant and equipment associated with the Courier acquisition were determined to be Level 3 under the fair value hierarchy and were estimated using either the market approach, if a secondhand market existed, or cost approach.

On April 29, 2015, the Company sold its 50.1% interest in its Venezuelan operating entity. The proceeds were de minimis, and the sale resulted in a net loss of $14.7 million, which was recognized in net investment and other expense in the Consolidated Statement of Operations for the nine months ended September 30, 2015. The Company’s Venezuelan operations had net sales of $16.3 million and a loss before income taxes of $38.4 million, including the net loss as a result of the sale, for the nine months ended September 30, 2015 and net sales of $81.7 million and earnings before income taxes of $0.4 million for the nine months ended September 30, 2014. The operations of the Venezuela business were included in the International segment.

On March 25, 2014, the Company acquired substantially all of the North American operations of Esselte Corporation (“Esselte”), a developer and manufacturer of nationally branded and private label office and stationery products. The acquisition, combined with the Company’s existing products, created a more competitive and efficient office products supplier capable of supplying enhanced offerings across the combined customer base. The purchase price for Esselte included $82.3 million in cash and 1.0 million shares of RR Donnelley common stock, or a total transaction value of $100.6 million based on the Company’s closing share price on March 24, 2014. Esselte had $6.4 million of cash as of the date of acquisition. Esselte’s operations are included in the Variable Print segment.

On March 10, 2014, the Company acquired the assets of MultiCorpora R&D Inc. and MultiCorpora International Inc. (together “MultiCorpora”) for approximately $6.0 million. MultiCorpora is an international provider of translation technology solutions. The acquisition of MultiCorpora expanded the capabilities of the Company’s translation services offering which supports clients’ multi-lingual communications. MultiCorpora’s operations are included in the Strategic Services segment.

On January 31, 2014, the Company acquired Consolidated Graphics, Inc. (“Consolidated Graphics”), a provider of digital and commercial printing, fulfillment services, print management and proprietary Internet-based technology solutions, with operations in North America, Europe and Asia. The acquisition enhanced the Company’s ability to provide integrated communications solutions for its customers. The purchase price for Consolidated Graphics was $359.9 million in cash and 16.0 million shares of RR Donnelley common stock, or a total transaction value of $660.6 million based on the Company’s closing share price on January 30, 2014, plus the assumption of Consolidated Graphics’ debt of $118.4 million. Consolidated Graphics had $62.0 million of cash as of the date of acquisition. Immediately following the acquisition, the Company repaid substantially all of the debt assumed. Consolidated Graphics’ operations are included in the Variable Print segment, with the exception of operations in the Czech Republic and Japan which are included in the International segment.

For the nine months ended September 30, 2014, the Company recorded $8.2 million of acquisition-related expenses associated with acquisitions completed or contemplated within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Acquisition-related expenses for the three months ended September 30, 2014 were de minimis.

The Esselte, MultiCorpora and Consolidated Graphics acquisitions were recorded by allocating the cost of the acquisitions to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost of the MultiCorpora and Consolidated Graphics acquisitions over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The goodwill associated with these acquisitions is primarily attributable to the synergies expected to arise as a result of the acquisitions.

For Esselte, the fair value of the identifiable net assets acquired of approximately $110.1 million exceeded the purchase price of $100.6 million, resulting in a bargain purchase gain of $9.5 million for the year ended December 31, 2014, which was recorded in net investment and other expense. The gain on the bargain purchase was primarily attributable to the Company’s ability to utilize certain tax operating losses.

The tax deductible goodwill related to the Consolidated Graphics, Esselte and MultiCorpora acquisitions was $73.4 million.

Based on the valuations, the final purchase price allocations for all 2014 acquisitions were as follows:

The fair values of other intangible assets, technology and goodwill associated with the acquisitions of Esselte, MultiCorpora and Consolidated Graphics were determined to be Level 3 under the fair value hierarchy. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

The fair values of property, plant and equipment associated with the Consolidated Graphics, Esselte, and MultiCorpora acquisitions were determined to be Level 3 under the fair value hierarchy. Property, plant and equipment values were estimated using either the market approach, if a secondhand market existed, or cost approach.

On August 15, 2014, the Company sold the assets and liabilities of Journalism Online, LLC (“Journalism Online”), a provider of online subscription management services, for net proceeds of $10.5 million, all of which was received as of June 30, 2015, resulting in a gain of $11.2 million during the year ended December 31, 2014. As a result of a final sale price adjustment in accordance with the agreement, a $0.2 million loss was recognized during the nine months ended September 30, 2015, resulting in a total net gain of $11.0 million. The gain and loss were included in net investment and other expense in the Consolidated Statement of Operations. The operations of the Journalism Online business were included in the Strategic Services segment.

On August 11, 2014, the Company’s subsidiary, RR Donnelley Argentina S.A. (“RRDA”), filed for bankruptcy liquidation in bankruptcy court in Argentina. The bankruptcy petition was approved by the court shortly thereafter and a bankruptcy trustee was appointed. As a result of the bankruptcy liquidation, the Company recorded a loss of $16.4 million in net investment and other expense for the year ended December 31, 2014. Effective as of the court’s approval, the operating results of RRDA are no longer included in the Company’s consolidated results of operations. RRDA had net sales of $22.1 million and a loss before income taxes of $3.4 million for the nine months ended September 30, 2014. The operations of RRDA were included in the International segment.

On February 7, 2014, the Company sold the assets and liabilities of Office Tiger Global Real Estate Services Inc. (“GRES”), its commercial and residential real estate advisory services business, for net proceeds of $1.8 million and a loss of $0.8 million, which was recognized in net investment and other expense in the Consolidated Statements of Operations for the year ended December 31, 2014. The operations of the GRES business were included in the International segment.

The following unaudited pro forma financial information for the three and nine months ended September 30, 2015 and 2014 presents the combined results of operations of the Company and the acquisitions described above, as if the acquisitions had occurred as of January 1 of the year prior to acquisition.

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 these acquisitions been completed as of the beginning of the period presented 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 applicable statutory tax rates.

The following table outlines unaudited pro forma financial information for the three and nine months ended September 30, 2015 and 2014:

Additionally, the pro forma adjustments affecting net earnings attributable to RR Donnelley common shareholders for the three and nine months ended September 30, 2015 and 2014 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Depreciation and amortization of purchased assets, pre-tax	$	2.0		$	(2.5	)	$	2.4		$	0.2
Acquisition-related expenses, pre-tax		0.2			(0.1	)		18.8			14.8
Restructuring, impairment and other charges, pre-tax		4.5			3.0			28.6			5.6
Inventory fair value adjustment, pre-tax		6.7			(0.1	)		9.9			3.5
Other pro forma adjustments, pre-tax		—			1.7			1.2			(2.8	)
Income taxes		(4.8	)		(1.2	)		(15.0	)		(1.1	)

The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at September 30, 2015 and December 31, 2014 were as follows:

The components of the Company’s property, plant and equipment at September 30, 2015 and December 31, 2014 were as follows:

During the three and nine months ended September 30, 2015, depreciation expense was $84.3 million and $249.7 million, respectively. During the three and nine months ended September 30, 2014 depreciation expense was $88.5 million and $267.8 million, respectively.

Primarily as a result of restructuring actions, certain facilities and equipment are considered held for sale. The net book value of assets held for sale was $4.0 million and $7.2 million at September 30, 2015 and December 31, 2014, respectively. These assets were included in other current assets in the Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014 at the lower of their historical net book value or their estimated fair value, less estimated costs to sell.

The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2015 were as follows:

	Publishing and Retail			Variable			Strategic
	Services			Print			Services			International			Total
Net book value as of December 31, 2014
Goodwill	$	688.0		$	1,914.1		$	987.5		$	1,213.9		$	4,803.5
Accumulated impairment losses		(688.0	)		(1,105.2	)		(222.4	)		(1,081.3	)		(3,096.9	)
Total		—			808.9			765.1			132.6			1,706.6
Acquisitions		51.2			—			1.8			5.3			58.3
Foreign exchange and other adjustments		—			(2.1	)		(0.6	)

Delaware		36-1004130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

35 West Wacker Drive, Chicago, Illinois		60601
(Address of principal executive offices)		(Zip code)

Large Accelerated filer	x	Accelerated filer	¨

Non-Accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

		Page
	PART I
FINANCIAL INFORMATION

Item 1:	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014	4

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	56

Item 4:	Controls and Procedures	56

	PART II

OTHER INFORMATION

Item 1:	Legal Proceedings	57

Item 1A:	Risk Factors	57

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 4:	Mine Safety Disclosures	58

Item 6:	Exhibits	58

Signatures		62

	Fair Value		Valuation Technique	Unobservable Input	Range
Customer relationships	$	96.3	Excess earnings	Discount rate Attrition rate	13.0% - 16.0% 0.0% - 5.0%
Trade names		10.1	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	12.0% 0.3% - 1.0%
Technology		1.6	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	11.0% 15.0%
Non-compete agreement	0.1		Excess earnings	Discount rate	17.0%

Accounts receivable	$	242.0
Inventories		89.6
Prepaid expenses and other current assets		17.5
Property, plant and equipment		337.0
Other intangible assets		205.0
Other noncurrent assets		11.9
Goodwill		300.1
Accounts payable and accrued liabilities		(221.0	)
Other noncurrent liabilities		(57.5	)
Deferred taxes--net		(96.6	)
Total purchase price-net of cash acquired		828.0
Less: debt assumed		118.4
Less: value of common stock issued		319.0
Less: gain on bargain purchase		9.5
Net cash paid	$	381.1

Accounts receivable	$	34.1
Inventories		59.0
Prepaid expenses and other current assets		38.7
Property, plant and equipment		162.2
Other intangible assets		106.5
Other noncurrent assets		7.9
Goodwill		58.3
Accounts payable and accrued liabilities		(21.4	)
Other noncurrent liabilities		(10.5	)
Deferred taxes—net		(83.6	)
Total purchase price-net of cash acquired		351.2
Less: debt assumed		78.9
Less: value of common stock issued		154.2
Net cash paid	$	118.1

	September 30,			December 31,
	2015			2014
Raw materials and manufacturing supplies	$	268.4		$	261.7
Work in process		193.4			157.5
Finished goods		271.9			260.6
LIFO reserve		(93.8	)		(93.6	)
Total	$	639.9		$	586.2