XML 23 R9.htm IDEA: XBRL DOCUMENT v3.5.0.2
Acquisitions
9 Months Ended
Sep. 30, 2016
Acquisitions & Divestitures
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 allocated based on the fair value of assets acquired and liabilities assumed at the date of the ERICO Acquisition. The purchase price allocation was completed in the third quarter of 2016.
The following table summarizes the fair values of the assets acquired and liabilities assumed in the ERICO Acquisition as previously reported at December 31, 2015 and as revised at September 30, 2016:
In millions
As Previously
Reported
As
Revised
Cash
$
11.8

$
11.8

Accounts receivable
75.9

75.9

Inventories
102.4

101.8

Other current assets
2.9

2.8

Property, plant and equipment
53.4

53.1

Identifiable intangible assets
1,033.8

1,033.8

Goodwill
1,061.9

1,031.0

Current liabilities
(97.2
)
(94.7
)
Deferred income taxes, including current
(418.8
)
(382.3
)
Other liabilities
(8.0
)
(15.1
)
Purchase price
$
1,818.1

$
1,818.1


The excess of purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $1,031.0 million, none of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired as part of the ERICO Acquisition include $228.4 million of indefinite-lived trade name intangible assets and $805.4 million of definite-lived customer relationships with an estimated useful life of 21 years.

The following unaudited pro forma consolidated condensed financial results of operations are presented as if the ERICO Acquisition was consummated on January 1, 2014:
 
Three months ended    
 
Nine months ended
In millions, except per-share data
September 26,
2015
 
September 26,
2015
Pro forma net sales
$
1,231.6

 
$
3,713.6

Pro forma net income from continuing operations
122.9

 
334.3

Pro forma earnings per ordinary share - continuing operations
 
 
 
Basic
$
0.68

 
$
1.86

Diluted
0.67

 
1.83


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. In November 2015, cash of $0.9 million (1.2 million Canadian dollars translated at the average monthly exchange rate) was paid to Nuheat in settlement of a working capital adjustment. 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 $43.2 million, none of which is tax deductible. Identified intangible assets acquired consisted of definite-lived 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.