NOTE 3

Acquisitions

On November 28, 2012, we acquired all issued and outstanding stock of the privately held Joh. Heinr. Bornemann GmbH (Bornemann) for a purchase price of $193.2, net of cash acquired, which is subject to a purchase price adjustment. Bornemann, a supplier and servicer of multiphase pumping systems serving the global oil & gas, industrial, food and pharmaceutical markets, has more than 550 employees globally and is reported within the Industrial Process segment. The acquisition was funded with cash on hand.

Our consolidated income statement for the year ended December 31, 2012 includes $10.5 of revenue and a $4.6 operating loss related to the results of operations of Bornemann from the date of its acquisition. Costs incurred in 2012 related to the acquisition of Bornemann of $4.6 are presented in general and administrative (G&A) expenses on our consolidated income statement.

The allocation of the purchase price is based on the fair value of assets acquired, liabilities assumed and non-controlling interests in Bornemann as of November 28, 2012. Our assessment of fair value is preliminary, and may be adjusted for information that is currently not available to us, primarily related to the valuation of intangible assets, postretirement obligations, environmental liabilities, certain contingencies related to the termination of customer contracts at the acquisition date, deferred tax matters, and residual goodwill. The purchase price allocation presented below represents the effect of recording preliminary estimates for the fair value of assets acquired, liabilities assumed, and non-controlling interests in Bornemann and related deferred income taxes. We expect to obtain the information necessary to finalize the fair value of the net assets acquired at the acquisition date during the measurement period. Changes to the preliminary estimates of the fair value of the net assets acquired during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill.


Cash	$	11.9
Receivables		29.9
Inventory		44.7
Deferred tax assets		14.6
Plant, property and equipment		29.8
Goodwill		146.5
Other intangibles		58.7
Other assets		9.2
Accounts payable		(9.6	)
Accrued liabilities		(29.2	)
Deferred revenue		(10.2	)
Deferred tax liabilities		(23.1	)
Short and long-term debt and capital leases		(44.4	)
Postretirement obligations		(15.0	)
Other liabilities		(8.7	)
Net assets acquired	$	205.1

The goodwill arising from the acquisition is primarily related to the planned geographic expansion of Bornemann operations and is not expected to be deductible for income tax purposes. All of the goodwill has been assigned to the Industrial Process segment. Other intangibles acquired include customer relationships, proprietary technology and trademarks.

During 2011, we spent $15.6, net of cash acquired, on acquisitions that were not material individually or in the aggregate to our results of operations or financial position. The most significant of these acquisitions was Blakers Pump Engineers Unit Trust (Blakers) on October 27, 2011. Blakers, reported within the Industrial Process segment, is a supplier of process and industrial pumping equipment serving customers in the oil & gas, mining, power, and general markets.

During 2010, we spent $9.5, net of cash acquired, on acquisitions that were not material individually or in the aggregate to our results of operations or financial position. The most significant of these acquisitions was Canberra Pumps do Brasil (Canberra). Canberra, a manufacturer of pump equipment serving customers in the oil & gas, chemical, pulp and paper, and general industry pump markets. Canberra is reported within the Industrial Process segment.

Our financial statements include the results of operations and cash flows from each of our acquisitions prospectively from their respective acquisition date; however, these results were not material during the respective year of acquisition and accordingly, pro forma results of operations have not been presented.