Business Combination (Tables)

9 Months Ended

Sep. 28, 2014

Schedule total consideration transferred

The fair value of the total consideration transferred, net of cash acquired, was $1,802.3 million and comprised of the following:

	(millions of dollars)
Cash consideration transferred to AMCOL shareholders	$	1,519.4
AMCOL notes repaid at close		325.6
Total consideration transferred to debt and equity holders		1,845.0
Cash acquired		42.7
Total consideration transferred to debt and equity holders, net of cash acquired	$	1,802.3

Summary of preliminary purchase price allocation for the AMCOL acquisition

The following table summarizes the Company’s preliminary purchase price allocation for the AMCOL acquisition:

	Preliminary
	Allocation
	(millions of dollars)
Accounts receivable	$	235.7
Inventories		156.6
Other current assets		63.7
Mineral rights		528.8
Plant, property and equipment		378.8
Goodwill		704.7
Intangible assets		217.9
Other non-current assets		48.4
Total assets acquired	$	2,334.6
Accounts payable		66.4
Accrued expenses		60.9
Non-current deferred tax liability		319.1
Other non-current liabilities		85.9
Total liabilities assumed	$	532.3
Net assets acquired	$	1,802.3

Unaudited pro forma summary of Condensed Consolidated Statements of Income

The following table presents the unaudited pro forma summary of the Company’s Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2014 and three and nine months ended September 29, 2013, which includes AMCOL’s Statement of Operations for the respective periods, as if the acquisition and related financing occurred on January 1, 2013. The following unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction occurred on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, potential synergies, and cost savings from operating efficiencies.

	Three Months Ended					Nine Months Ended
	Sept. 28,		Sept. 29,			Sept. 28,		Sept. 29,
Pro Forma Results	2014		2013			2014		2013
	(millions of dollars)
Net sales	$	543.5	$	521.4		$	1,582.6	$	1,528.2

Income (loss) from continuing operations before provision for taxes and equity in earnings		61.7		(16.2	)		125.9		48.3

Income (loss) from continuing operations, net of tax		44.4		(12.9	)		85.6		37.3