Acquisitions (Tables) - Rockwood Holdings, Inc.

9 Months Ended

Sep. 30, 2015

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	262,947
Inventories	292,503
Other current assets	86,267
Property, plant and equipment	1,395,684
Investments	529,453
Other assets	28,386
Definite-lived intangible assets:
Patents and technology	227,840
Trade names and trademarks	258,740
Customer lists and relationships	1,319,060
Indefinite-lived intangible assets:
Trade names and trademarks	104,380
Other	27,450
Current liabilities	(409,799		)
Long-term debt	(1,319,132		)
Pension benefits	(316,086		)
Other noncurrent liabilities	(168,435		)
Deferred income taxes	(830,572		)
Noncontrolling interests	(3,022		)
Total identifiable net assets	3,040,803
Goodwill	2,677,465
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-month and nine-month periods ended September 30, 2015 and 2014 assume that the Merger occurred on January 1, 2014. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and income taxes. Pro forma amounts were adjusted to include these costs. The pro forma amounts for the three-month and nine-month periods ended September 30, 2015 were adjusted to exclude approximately $41.8 million and $120.5 million, respectively, of nonrecurring acquisition and integration related costs, and approximately $16.8 million and $102.3 million, respectively, of charges related to the utilization of the inventory markup as further described in Note 11, “Segment Information.” 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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in thousands, except per share amounts)
Pro forma Net sales	$	905,093	$	998,718	$	2,754,312	$	2,920,082
Pro forma Net income from continuing operations	$	111,211	$	143,675	$	335,602	$	316,238
Pro forma Net income from continuing operations per share:
Basic	$	0.99	$	1.28	$	3.03	$	2.79
Diluted	$	0.99	$	1.27	$	3.02	$	2.76