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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2017
San Jamar |
Acquisitions |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire San Jamar and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values, with the remainder allocated to goodwill.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Final Allocation
(in millions) |  | As of 1/9/2017 |  |  | As of 12/31/2017
Total consideration transferred |  | $ | 217.2 |  |  | $ | — |  |  | $ | 217.2 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 3.5 |  |  | $ | — |  |  | $ | 3.5 |
Receivables |  | 9.1 |  |  | — |  |  | 9.1 |
Inventories |  | 13.1 |  |  | 0.4 |  |  | 13.5 |
Prepaid expenses and other current assets |  | 2.3 |  |  | 0.2 |  |  | 2.5 |
Property, plant and equipment |  | 4.2 |  |  | — |  |  | 4.2 |
Definite-lived intangible assets |  | 135.1 |  |  | (0.2 | ) |  | 134.9 |
Indefinite-lived intangible assets |  | 23.6 |  |  | — |  |  | 23.6 |
Other long-term assets |  | 3.2 |  |  | — |  |  | 3.2 |
Accounts payable |  | (7.0 | ) |  | (0.1 | ) |  | (7.1 | )
Income tax payable |  | (0.5 | ) |  | — |  |  | (0.5 | )
Accrued expenses |  | (4.3 | ) |  | (0.7 | ) |  | (5.0 | )
Other long-term liabilities |  | (4.8 | ) |  | 0.3 |  |  | (4.5 | )
Deferred income taxes |  | (47.2 | ) |  | (2.4 | ) |  | (49.6 | )
Total identifiable net assets |  | 130.3 |  |  | (2.5 | ) |  | 127.8 |
Goodwill |  | $ | 86.9 |  |  | $ | 2.5 |  |  | $ | 89.4 |
Accella |
Acquisitions |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire Accella and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation for all acquired assets and liabilities.
|  | Preliminary Allocation
(in millions) |  | As of 11/1/2017
Total cash consideration transferred |  | $ | 670.7 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |
Cash and cash equivalents |  | $ | 16.5 |
Receivables, net |  | 66.8 |
Inventories |  | 48.5 |
Prepaid expenses and other current assets |  | 0.9 |
Property, plant and equipment |  | 59.6 |
Definite-lived intangible assets |  | 240.0 |
Other long-term assets |  | 15.6 |
Accounts payable |  | (45.5 | )
Income tax payable |  | 2.0 |
Accrued expenses |  | (23.2 | )
Other long-term liabilities |  | (15.6 | )
Deferred income taxes |  | (83.5 | )
Total identifiable net assets |  | 282.1 |
Goodwill |  | $ | 388.6 |
Schedule of unaudited combined pro forma financial information | The unaudited combined pro forma financial information presented below includes net sales and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2016, based on the purchase price allocation presented below:
|  | Unaudited Pro Forma
|  | Twelve Months Ended December 31,
(in millions) |  | 2017 |  | 2016
Net sales |  | $ | 4,439.4 |  |  | $ | 4,029.8 |
Income from continuing operations |  | 351.8 |  |  | 235.2 |
Star Aviation |
Acquisitions |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire Star Aviation and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values, with the remainder allocated to goodwill.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Final Allocation
(in millions) |  | As of 10/3/2016 |  |  | As of 9/30/2017
Total consideration transferred |  | $ | 82.7 |  |  | $ | — |  |  | $ | 82.7 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 0.3 |  |  | $ | — |  |  | $ | 0.3 |
Receivables |  | 5.9 |  |  | (0.1 | ) |  | 5.8 |
Inventories |  | 3.1 |  |  | (0.2 | ) |  | 2.9 |
Prepaid expenses and other current assets |  | 0.1 |  |  | — |  |  | 0.1 |
Property, plant and equipment |  | 3.3 |  |  | (0.3 | ) |  | 3.0 |
Definite-lived intangible assets |  | 29.0 |  |  | — |  |  | 29.0 |
Accounts payable |  | (1.3 | ) |  | 0.2 |  |  | (1.1 | )
Accrued expenses |  | (0.8 | ) |  | 0.1 |  |  | (0.7 | )
Total identifiable net assets |  | 39.6 |  |  | (0.3 | ) |  | 39.3 |
Goodwill |  | $ | 43.1 |  |  | $ | 0.3 |  |  | $ | 43.4 |
Micro-Coax |
Acquisitions |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire Micro-Coax and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values, with the remainder allocated to goodwill.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Final Allocation
(in millions) |  | As of 6/10/2016 |  |  | As of 6/30/2017
Total consideration transferred |  | $ | 97.3 |  |  | $ | (0.7 | ) |  | $ | 96.6 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1.5 |  |  | $ | — |  |  | $ | 1.5 |
Receivables |  | 6.3 |  |  | — |  |  | 6.3 |
Inventories |  | 8.6 |  |  | — |  |  | 8.6 |
Prepaid expenses and other current assets |  | 0.4 |  |  | (0.1 | ) |  | 0.3 |
Property, plant and equipment |  | 30.0 |  |  | (14.0 | ) |  | 16.0 |
Definite-lived intangible assets |  | 31.5 |  |  | (5.0 | ) |  | 26.5 |
Indefinite-lived intangible assets |  | 2.0 |  |  | (2.0 | ) |  | — |
Other long-term assets |  | 1.0 |  |  | — |  |  | 1.0 |
Accounts payable |  | (1.7 | ) |  | — |  |  | (1.7 | )
Accrued expenses |  | (2.4 | ) |  | (0.1 | ) |  | (2.5 | )
Total identifiable net assets |  | 77.2 |  |  | (21.2 | ) |  | 56.0 |
Goodwill |  | $ | 20.1 |  |  | $ | 20.5 |  |  | $ | 40.6 |
Finishing Brands |
Acquisitions |
Summary of consideration transferred and the allocation of the consideration to acquired assets and assumed liabilities | The following table summarizes the consideration transferred to acquire Finishing Brands and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The measurement period adjustments resulted primarily from finalizing valuations of inventory with corresponding measurement period adjustment to deferred taxes.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Final Allocation
(in millions) |  | As of 4/1/2015 |  |  | As of 3/31/2016
Total cash consideration transferred |  | $ | 610.6 |  |  | $ | 0.5 |  |  | $ | 611.1 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 12.2 |  |  | $ | — |  |  | $ | 12.2 |
Receivables |  | 57.3 |  |  | 1.2 |  |  | 58.5 |
Inventories |  | 40.9 |  |  | 2.2 |  |  | 43.1 |
Prepaid expenses and other current assets |  | 6.4 |  |  | (0.2 | ) |  | 6.2 |
Property, plant and equipment |  | 41.0 |  |  | (0.2 | ) |  | 40.8 |
Definite-lived intangible assets |  | 216.0 |  |  | — |  |  | 216.0 |
Indefinite-lived intangible assets |  | 125.0 |  |  | — |  |  | 125.0 |
Deferred income tax assets |  | 1.9 |  |  | (1.2 | ) |  | 0.7 |
Other long-term assets |  | 3.8 |  |  | (0.3 | ) |  | 3.5 |
Line of credit |  | (1.4 | ) |  | — |  |  | (1.4 | )
Accounts payable |  | (16.3 | ) |  | — |  |  | (16.3 | )
Income tax payable |  | (1.9 | ) |  | (0.1 | ) |  | (2.0 | )
Accrued expenses |  | (15.6 | ) |  | — |  |  | (15.6 | )
Deferred income tax liabilities |  | (28.8 | ) |  | 0.6 |  |  | (28.2 | )
Other long-term liabilities |  | (5.6 | ) |  | (0.7 | ) |  | (6.3 | )
Total identifiable net assets |  | 434.9 |  |  | 1.3 |  |  | 436.2 |
Goodwill |  | $ | 175.7 |  |  | $ | (0.8 | ) |  | $ | 174.9 |
Schedule of unaudited combined pro forma financial information | The unaudited combined pro forma financial information presented below includes net sales and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2014, based on the purchase price allocation presented below:
|  | Unaudited Pro Forma
(in millions) |  | Twelve Months Ended December 31, 2015
Net sales |  | $ | 3,604.4 |
Income from continuing operations |  | 332.2 |

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