ACQUISITION (Tables)

6 Months Ended

Feb. 28, 2019

Summary of Fair Value of Assets Acquired and Liabilities Assumed

The table below presents the preliminary fair value that was allocated to the Acquired Businesses' assets and liabilities based upon fair values as determined by the Company, as well as any Measurement Period adjustments made during the second quarter of fiscal 2019. Final determination of the fair values may result in further adjustments to the values presented in the following table:



(in thousands)	Estimated Fair Value as Previously Reported*			Measurement Period Adjustments**			Estimated Fair Value
Cash and cash equivalents	$	6,399		$	—		$	6,399
Accounts receivable	308,074			(6,334		)	301,740
Inventories	207,648			(5,566		)	202,082
Other current assets	11,788			14,502			26,290
Property, plant and equipment	424,541			(10,304		)	414,237
Intangible assets	10,252			(10,252		)	—
Deferred income taxes	10,567			1,039			11,606
Accounts payable-trade, accrued expenses and other payables	(128,183		)	(6,519		)	(134,702		)
Acquired unfavorable contract backlog	(133,600		)	23,434			(110,166		)
Other long-term liabilities	(9,920		)	—			(9,920		)
Pension and other post retirement employment benefits	(6,365		)	—			(6,365		)
Total assets acquired and liabilities assumed	$	701,201		$	—		$	701,201

* As previously reported in the Company's Quarterly Report on Form 10-Q for the period ended November 30, 2018

** The Company recorded measurement period adjustments in the second quarter of fiscal 2019 to reflect facts and circumstances in existence as of the Acquisition Date. These measurement period adjustments primarily related to changes in valuation assumptions and other initial estimates.

Schedule of Pro Forma Information

The following table summarizes the financial results of the Acquired Businesses from the Acquisition Date for the three and six months ended February 28, 2019 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.



(in thousands)	Three Months Ended February 28, 2019		Six Months Ended February 28, 2019
Net sales	$	383,572	$	505,071
Earnings before income taxes	$	26,670	$	35,096

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of the Acquired Businesses occurred on September 1, 2017. The pro forma financial information is presented for comparative purposes only, based on certain estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition of the Acquired Businesses had been completed on September 1, 2017. These results were not used as part of management analysis of the financial results and performance of the Company. These results are adjusted, where possible, for transaction and integration related costs. These results involve a significant amount of estimates.



	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	2019		2018		2019		2018
Pro forma net sales *	$	1,379,033	$	1,470,603	$	2,925,007	$	2,914,292
Pro forma net earnings **	$	10,260	$	18,786	$	26,081	$	(2,187	)

* Pro forma net sales for the three and six months ended February 28, 2018 includes estimated fair value adjustments related to amortization of unfavorable contract backlog. The impact of the amortization of unfavorable contract backlog has been removed from the pro forma net sales for the three and six months ended February 28, 2019.

** Pro forma net earnings for the three and six months ended February 28, 2018 reflects the impact of fair value adjustments related to the amortization of unfavorable contract backlog described above. Pro forma net earnings for the six months ended February 28, 2018 includes estimated fair value adjustments related to inventory step-up, as well as non-recurring acquisition and integration costs of approximately $47.5 million.