Acquisitions (Tables) (Rockwood Holdings, Inc.)

3 Months Ended

Mar. 31, 2015

Rockwood Holdings, Inc.

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the consideration paid for Rockwood and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis (in thousands):



Purchase price:
Cash paid	$	3,606,784
Shares issued	2,036,550
Appraisal shares	74,934
Total purchase price	$	5,718,268
Net assets acquired:
Cash and cash equivalents	$	1,555,139
Trade and other accounts receivable	266,363
Inventories	292,435
Other current assets	86,275
Property, plant and equipment	1,429,024
Investments	549,263
Other assets	28,243
Definite-lived intangible assets:
Patents and technology	226,650
Trade names and trademarks	363,120
Customer lists and relationships	1,339,860
Indefinite-lived intangible assets	27,130
Current liabilities	(414,342		)
Long-term debt	(1,319,132		)
Pension benefits	(316,835		)
Other noncurrent liabilities	(166,167		)
Deferred income taxes	(853,634		)
Total identifiable net assets	3,093,392
Goodwill	2,624,876
Total net assets acquired	$	5,718,268

Business Acquisition, Pro Forma Information

Unaudited Pro Forma Financial Information

The following unaudited pro forma results of operations of the Company for the three months ended March 31, 2015 and 2014 assume that the Merger occurred at the beginning of the periods presented. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and taxes. Pro forma amounts for the three months ended March 31, 2015 and 2014 were adjusted to include these costs. The pro forma amounts for the three months ended March 31, 2015 were adjusted to exclude approximately $57.4 million of nonrecurring acquisition and integration related costs and approximately $48.2 million of charges related to the utilization of the inventory markup as further described in Note 11. The pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the Merger. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2014, nor are they indicative of future results of operations.



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Pro forma Net sales	$	917,734	$	954,340
Pro forma Net income from continuing operations	$	122,145	$	60,730