Acquisitions (Tables) - Rockwood Holdings, Inc.

9 Months Ended

Sep. 30, 2016

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Rockwood acquisition based upon estimated fair values at the date of acquisition (in thousands):

Total purchase price	$	5,725,321
Net assets acquired:
Cash and cash equivalents	$	1,555,139
Trade and other accounts receivable	262,947
Inventories	290,496
Other current assets	86,267
Property, plant and equipment	1,383,480
Investments	529,453
Other assets	25,538
Definite-lived intangible assets:
Patents and technology	227,840
Trade names and trademarks	234,610
Customer lists and relationships	1,280,142
Indefinite-lived intangible assets:
Trade names and trademarks	104,380
Other	26,670
Current liabilities	(406,532		)
Long-term debt	(1,319,132		)
Pension benefits	(316,086		)
Other noncurrent liabilities	(195,052		)
Deferred income taxes	(845,884		)
Noncontrolling interests	(17,582		)
Total identifiable net assets	2,906,694
Goodwill	2,818,627
Total net assets acquired(a)	$	5,725,321

(a) Total net assets acquired includes amounts for the Chemetall Surface Treatment business, which is reported as discontinued operations. See Note 3, “Divestitures,” for additional information.

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 assume that the Merger occurred on January 1, 2015. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and income taxes. The pro forma amounts are also 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 12, “Segment Information.” The pro forma results do not include adjustments related to cost savings or other synergies anticipated as a result of the Merger. In addition, the pro forma amounts are not adjusted to reflect the Chemetall Surface Treatment business as discontinued operations. 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, 2015, nor are they necessarily indicative of future results of operations.

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(in thousands, except per share amounts)
Pro forma Net sales	$	905,093	$	2,754,312
Pro forma Net income	$	111,211	$	335,602
Pro forma Net income per share:
Basic	$	0.99	$	3.03
Diluted	$	0.99	$	3.02