2. Acquisitions

2016

During 2016, the Company acquired six businesses in separate transactions for total consideration of $1,562 million, net of cash acquired. The businesses were acquired to complement and expand upon existing operations within the Engineered Systems and Fluids segments. The goodwill identified by these acquisitions reflects the benefits expected to be derived from product line expansion and operational synergies.

On December 9, 2016, the Company acquired Wayne Fueling Systems Ltd., a provider of fuel dispensing, payment systems and monitoring and optimization software, for approximately $792,244, net of cash acquired. In connection with this acquisition, the Company recorded goodwill of $482,445 and intangible assets of $300,042, primarily related to customer intangibles and trademarks. The goodwill is non-deductible for U.S. federal income tax purposes. The intangible assets are being amortized over 11 to 15 years. The pro forma effects of this acquisition on the Company’s operations are disclosed in this footnote.

The Company also completed other acquisitions for total consideration of $769,493, net of cash acquired during the year. These acquisitions were completed primarily to complement and expand upon existing operations within the Fluids and Engineered Services segments. In connection with these acquisitions, the Company recorded goodwill of $425,868 and intangible assets of $321,609, primarily consisting of customer intangibles and trademarks. The intangible assets are being amortized over 4 to 15 years. The pro forma effects of these acquisitions on the Company’s operations are disclosed in this footnote.

The following table details the acquisitions made during the year ended December 31, 2016.



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
January 7	Stock	Tokheim Group S.A.S.	Dundee, UK	Fluids
Manufacturer of fuel dispensers, retail automation systems and payment solutions.

May 25	Stock	Fairbanks Environmental LTD	Skelmersdale, UK	Fluids
Provider of monitoring and optimization software and tools centered around fuel management and on-site services.

June 13	Stock	ProGauge	Milan, Italy	Fluids
Provider of automatic tank gauge solutions, including a variety of tank probes, consoles and related software and calibration services for service stations to measure and monitor fuel tank levels.

September 23	Stock	Alliance Wireless Technologies, Inc.	Houston, Texas	Engineered Systems
Provider of mobile vision and safety monitoring technology for fleet management.

October 3	Stock	Ravaglioli S.p.A. Group	Bologna, Italy	Engineered Systems
Provider of automotive service equipment, including automotive lifts, tire and wheel service equipment and diagnostic equipment for cars, trucks, commercial vehicles and motorbikes.

December 9	Stock	Wayne Fueling Systems Ltd.	Austin, Texas	Fluids
Provider of fuel dispensing, payment systems and monitoring and optimization software for retail and commercial fuel stations.

The following presents the allocation of acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values:



	Total
Current assets, net of cash acquired	$	364,018
Property, plant and equipment	154,762
Goodwill	908,313
Intangible assets	621,651
Other assets	21,402
Current liabilities assumed	(276,675		)
Other liabilities assumed	(231,734		)
Net assets acquired	$	1,561,737

The amounts assigned to goodwill and major intangible asset classifications by segment for the 2016 acquisitions are as follows:



	Engineered Systems		Fluids		Total		Average Useful life (in years)
Goodwill - non deductible	$	126,140	$	782,173	$	908,313	n/a
Customer intangibles	98,182		316,116		414,298		8-14
Trademarks	12,012		88,507		100,519		11-15
Patents	13,682		23,000		36,682		7-11
Other intangibles and assets	528		69,624		70,152		4-11
	$	250,544	$	1,279,420	$	1,529,964

The Company has substantially completed the purchase price allocations for the 2016 acquisitions. As additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price more accurately.

The Consolidated Statements of Earnings include the results of these businesses from the dates of acquisition. The aggregate revenue and pre-tax losses of the 2016 acquisitions included in the Company’s 2016 consolidated revenue and earnings totaled $343,700 and $11,300, respectively.

2015

During 2015, the Company acquired four businesses for an aggregate consideration of $567,843, net of cash acquired. A summary of the acquisitions made during 2015 is as follows:



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
January 22	Asset	Gemtron	Vincennes, Indiana	Refrigeration & Food Equipment
Manufacturer of refrigeration doors and door systems serving convenience stores, supermarkets, drugstores, buying clubs, foodservice equipment and other retail environments.

October 22	Stock	JK Group	Novedrate, Italy	Engineered Systems
Manufacturer and provider of innovative digital inks and consumables serving the textile printing market.

October 30	Asset/Stock	Gala Industries	Eagle Rock, Virginia	Fluids
Manufacturer of underwater pellet processing systems and solutions to the plastics compounding industry.

October 30	Asset/Stock	Reduction Engineering Scheer	Kent, Ohio	Fluids
Manufacturer of plastic pelletizers and pulverizers for the polymer industry.

The following presents the allocation of acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values:



	Total
Current assets, net of cash acquired	$	76,323
Property, plant and equipment	38,849
Goodwill	315,701
Intangible assets	229,829
Other assets	1,934
Current liabilities assumed	(31,814		)
Other liabilities assumed	(62,979		)
Net assets acquired	$	567,843

Pro Forma Information

The following unaudited pro forma results of operations reflect the 2016 acquisitions as if they had occurred on January 1, 2015 and the 2015 acquisitions as if they had occurred on January 1, 2014. The pro-forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results. The supplemental pro forma earnings reflect adjustments to earnings from continuing operations as reported in the Consolidated Statements of Earnings to exclude $11,439 of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax) and $14,674 of acquisition-related costs (after-tax) from the year ended December 31, 2016. The supplemental pro forma earnings for the 2015 period were similarly adjusted for 2015 acquisitions charges as if incurred at the beginning of 2014. The 2016 and 2015 supplemental pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense, net of tax, resulting from the fair value measurement of tangible and intangible assets relating to 2016 and 2015 acquisitions.



	Years Ended December 31,
	2016		2015
Revenue from continuing operations:
As reported	$	6,794,342	$	6,956,311
Pro forma	7,473,048		8,130,560
Earnings from continuing operations:
As reported	$	508,892	$	595,881
Pro forma	555,968		627,196
Basic earnings per share from continuing operations:
As reported	$	3.28	$	3.78
Pro forma	3.58		3.98
Diluted earnings per share from continuing operations:
As reported	$	3.25	$	3.74
Pro forma	3.55		3.94