Acquisitions Acquisitions (Notes)

9 Months Ended

Sep. 26, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2. Acquisitions

On September 18, 2015, we acquired, as part of Technical Solutions, all of the outstanding shares of capital stock of ERICO Global Company ("ERICO") for approximately $1.8 billion (the "ERICO Acquisition"). ERICO is a leading global manufacturer and marketer of engineered electrical and fastening products for electrical, mechanical and civil applications. ERICO has employees in 30 countries across the world with recognized brands including CADDY® fixing, fastening and support products; ERICO® electrical grounding, bonding and connectivity products and LENTON® engineered systems.

The purchase price has been preliminarily allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the ERICO Acquisition. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. These changes will primarily relate to the fair value of tangible and intangible assets acquired and liabilities assumed and the related income tax impacts. We expect the purchase price allocation to be completed in the first quarter of 2016. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocations.

The following table summarizes our preliminary estimates of the fair values of the assets acquired and liabilities assumed in the ERICO Acquisition:

In millions
Cash	$	11.6
Accounts receivable	76.7
Inventories	99.0
Other current assets	9.5
Property, plant and equipment	27.0
Identifiable intangible assets	964.6
Goodwill	1,102.8
Current liabilities	(96.0		)
Deferred income taxes, including current	(373.0		)
Other liabilities	(4.1		)
Purchase price	$	1,818.1

The excess of purchase price over tangible net assets and identified intangible assets acquired has been preliminarily allocated to goodwill in the amount of $1,102.8 million, none of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired as part of the acquisition have been preliminarily valued at $964.6 million, including definite-lived customer relationship and indefinite-lived trade name intangible assets.

ERICO's net sales and net income for the period from the acquisition date to September 26, 2015 were $13.0 million and $2.2 million, respectively.

The following unaudited pro forma consolidated condensed financial results of operations are presented as if the ERICO Acquisition was consummated on January 1, 2014, the beginning of the comparable annual reporting period from the date of the ERICO Acquisition:

	Three months ended				Nine months ended
In millions, except per-share data	September 26, 2015		September 27, 2014		September 26, 2015		September 27, 2014
Pro forma net sales	$	1,670.9	$	1,906.4	$	5,074.5	$	5,659.8
Pro forma net income from continuing operations	152.2		200.3		433.5		481.3
Pro forma earnings per ordinary share - continuing operations
Basic	$	0.84	$	1.05	$	2.41	$	2.48
Diluted	0.83		1.03		2.38		2.44

The unaudited pro forma net income from continuing operations for the nine months ended September 27, 2014 was adjusted to include the impact of $29.0 million in non-recurring items related to acquisition date fair value adjustments to inventory. The unaudited pro forma net income for the three and nine months ended September 26, 2015 excludes the impact of $24.6 million of non-recurring transaction related and bridge financing costs.

The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the ERICO Acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the ERICO Acquisition occurred on January 1, 2014.

In April 2015, we acquired, as part of Technical Solutions, all of the outstanding shares of capital stock of Nuheat Industries Limited ("Nuheat") for $96.0 million in cash (120.5 million Canadian dollars translated at the April 2, 2015 exchange rate), net of cash acquired. Based in Canada, Nuheat is a leading manufacturer of electric floor heating systems that are distributed across North America. Total goodwill recorded as part of the purchase allocation was $46.5 million, none of which is tax deductible. Identified intangible assets acquired consisted of customer relationships of $53.3 million, with an estimated useful life of 17 years. The pro forma impact of this acquisition was deemed to not be material.

On January 30, 2014, we acquired, as part of Water Quality Systems, the remaining 19.9 percent ownership interest in a U.S. entity and an international entity (collectively, "Pentair Residential Filtration" or "PRF"), from GE Water & Process Technologies (a unit of General Electric Company) ("GE") for $134.3 million in cash. Prior to the acquisition, we held an 80.1 percent ownership equity interest in PRF, representing our and GE's respective global water softener and residential water filtration businesses. There was no material pro forma impact from this acquisition as the results of PRF were consolidated into our financial statements prior to acquiring the remaining interest.