Acquisitions (Tables)

12 Months Ended

Sep. 30, 2013

The following table summarizes the components of deferred income tax assets and liabilities:



	September 30, 2013			September 30, 2012
Current deferred tax assets:
Employee benefits	$	15.4		$	29.5
Restructuring	7.1			8.1
Inventories and receivables	24.3			22.5
Employee compensation	5.4			—
Marketing and promotional accruals	14.1			8.3
Capitalized transaction costs	0.1			0.1
Unrealized losses on mark-to-market securities	12.6			10.2
Other	23.9			15.1
Valuation allowance	(55.0		)	(49.0		)
Total current deferred tax assets	47.9			44.8
Current deferred tax liabilities:
Inventories and receivables	(2.7		)	(2.6		)
Unrealized gains	(0.4		)	(1.2		)
Other	(11.7		)	(7.9		)
Total current deferred tax liabilities	(14.8		)	(11.7		)
Noncurrent deferred tax assets:
Employee benefits	$	49.5		$	37.5
Restructuring and purchase accounting	0.3			0.4
Net operating loss, credit and capital loss carry forwards	1,029.5			914.5
Prepaid royalty	7.0			7.0
Properties	9.7			3.2
Capitalized transaction costs	0.6			—
Unrealized losses on mark-to-market securities	2.1			12.7
Long-term debt	0.7			4.0
Intangibles	3.9			4.3
Deferred acquisition costs	0.4			9.9
Insurance reserves and claim related adjustments	477.7			620.3
Outside basis differences on partnership interests	21.3			—
Other	32.8			30.8
Valuation allowance	(762.2		)	(611.1		)
Total noncurrent deferred tax assets	873.3			1,033.5
Noncurrent deferred tax liabilities:
Properties	(27.5		)	(15.3		)
Unrealized gains	(13.1		)	(15.8		)
Intangibles	(735.5		)	(596.2		)
Value of business acquired	(67.3		)	(36.5		)
Deferred acquisition costs	(63.7		)	—
Tax on unremitted foreign earnings	(18.6		)	(29.2		)
Investments	(156.5		)	(438.7		)
Other	(23.4		)	(4.5		)
Total noncurrent deferred tax liabilities	(1,105.6		)	(1,136.2		)
Total gross deferred tax assets	$	921.2		$	1,078.3
Total gross deferred tax liabilities	$	(1,120.4	)	$	(1,147.9	)

Company's unaudited pro forma results

The following table reflects the Company’s unaudited pro forma results for Fiscal 2013, 2012 and 2011 had the results of the Hardware Acquisition, the acquisition of the Company’s interest in the EXCO/HGI JV and FGH been included for each of the full year periods, as if the respective acquisitions were completed on October 1, 2010.



	September 30,
	2013			2012			2011 (a)

Revenues:
Reported revenues	$	5,543.4		$	4,480.7		$	3,477.7
FGH adjustment (b)	—			—			685.8
HHI adjustment	191.8			973.6			975.1
EXCO/HGI JV adjustment	53.7			149.3			213.8
Pro forma revenues	$	5,788.9		$	5,603.6		$	5,352.4

Net (loss) income:
Reported net (loss) income	$	(69.0	)	$	110.7		$	7.3
FGH adjustment (b)	—			—			84.9
HHI adjustment	4.9			76.1			77.0
EXCO/HGI JV adjustment	(0.4		)	(6.8		)	49.4
Pro forma net (loss) income	$	(64.5	)	$	180.0		$	218.6

Basic net (loss) income per common share attributable to controlling interest:
Reported net (loss) income per common share	$	(0.67	)	$	0.15		$	0.11
FGH adjustment	—			—			0.61
HHI adjustment	0.04			0.55			0.55
EXCO/HGI JV adjustment	—			(0.05		)	0.35
Pro forma net (loss) income per common share	$	(0.63	)	$	0.65		$	1.62

Diluted net (loss) income per common share attributable to controlling interest:
Reported diluted net (loss) income per common share	$	(0.67	)	$	0.15		$	0.09
FGH adjustment	—			—			0.54
HHI adjustment	0.04			0.54			0.49
EXCO/HGI JV adjustment	—			(0.05		)	0.31
Pro forma diluted net (loss) income per common share	$	(0.63	)	$	0.64		$	1.43


(a)	Reported revenues and net income for Fiscal 2011 include the actual reported results of FGH for the approximate six month period subsequent to April 6, 2011. Reported net income also includes the $158.3 non-recurring bargain purchase gain which was recorded as of the FGL Acquisition Date, and reflects the retrospective measurement period adjustments disclosed above.


(b)	The pro forma information primarily reflects the following pro forma adjustments applied to FGH’s historical results:


•	Reduction in net investment income to reflect amortization of the premium on fixed maturity securities — available-for-sale resulting from the fair value adjustment of these assets;


•	Reversal of amortization associated with the elimination of FGH’s historical DAC;


•	Amortization of VOBA associated with the establishment of VOBA arising from the acquisition;


•	Adjustments to reflect the impacts of the recapture of the life business from OM Re and the retrocession of the majority of the recaptured business and the reinsurance of certain life business previously not reinsured to an unaffiliated third party reinsurer, including the amortization of the related $13.8 Structuring Fee;


•	Adjustments to eliminate interest expense on notes payable to seller and add interest expense on the new $95.0 surplus note payable (which was subsequently settled in October 2011);


•	Adjustments to reflect the full-period effect of interest expense on the initial $350.0 of 10.625% Notes issued on November 15, 2010, the proceeds of which were used to fund the FGL Acquisition; and


•	Reversal of the change in the deferred tax valuation allowance included in the income tax provision.

Summary of acquisition and integration related charges incurred

The following table summarizes acquisition and integration related charges incurred by the Company for the years ended September 30, 2013, 2012 and 2011:



	September 30,
	2013		2012		2011
SB/RH Merger
Integration costs	$	3.5	$	10.2	$	23.1
Employee termination charges	0.2		3.9		8.1
Legal and professional fees	—		1.5		4.9
	3.7		15.6		36.1
HHI Business
Legal and professional fees	27.7		—		—
Integration costs	8.9		—		—
Employee termination charges	0.3		—		—
	36.9		—		—

FGL	—		—		22.7
Spectrum Brands	—		—		1.1
EXCO/HGI JV	9.2		—		—
FURminator	2.3		7.9		—
BlackFlag	0.2		3.4		—
Shaser	4.8		—		—
Other	5.3		7.9		3.7
Total acquisition and integration related charges	$	62.4	$	34.8	$	63.6

FGL

Business Acquisition [Line Items]

Summary of fair value of assets acquired and liabilities assumed

The following table summarizes the provisional and final amounts recognized at fair value for each major class of assets acquired and liabilities assumed as of the FGL Acquisition Date:



	Provisional Amounts		Fiscal 2012 Measurement Period Adjustments			Final Amounts
Investments, cash and accrued investment income, including cash acquired of $1,040.5	$	17,705.4	$	—		$	17,705.4
Reinsurance recoverable	929.8		15.2			945.0
Intangible assets (VOBA)	577.2		—			577.2
Deferred tax assets	256.6		(3.9		)	252.7
Other assets	72.8		—			72.8
Total assets acquired	19,541.8		11.3			19,553.1
Contractholder funds and future policy benefits	18,415.0		—			18,415.0
Liability for policy and contract claims	60.4		—			60.4
Note payable	95.0		—			95.0
Other liabilities	475.3		4.1			479.4
Total liabilities assumed	19,045.7		4.1			19,049.8
Net assets acquired	496.1		7.2			503.3
Cash consideration, net of $5.0 re-characterized as expense	345.0		—			345.0
Bargain purchase gain	$	151.1	$	7.2		$	158.3

Components of net deferred tax assets

The components of the net deferred tax assets as of the FGL Acquisition Date (updated for measurement period adjustments) are as follows:



Deferred tax assets:
DAC	$	96.8
Insurance reserves and claim related adjustments	401.7
Net operating losses	128.4
Capital losses (carryovers and deferred)	267.5
Tax credits	75.2
Other deferred tax assets	24.1
Total deferred tax assets	993.7
Valuation allowance	(405.4		)
Deferred tax assets, net of valuation allowance	588.3
Deferred tax liabilities:
VOBA	202.0
Investments	121.2
Other deferred tax liabilities	12.4
Total deferred tax liabilities	335.6
Net deferred tax assets	$	252.7

HHI Business

Business Acquisition [Line Items]

Summary of preliminary consideration

The following table summarizes the preliminary consideration paid for the HHI Business:



Negotiated sales price, excluding TLM Taiwan	$	1,300.0
Working capital and other adjustments at December 17, 2012 close	(10.7		)
Final working capital adjustment	(7.7		)
Final purchase price, excluding TLM Taiwan	1,281.6
Negotiated sales price, TLM Taiwan	100.0
Final TLM Taiwan working capital and other adjustments	(6.5		)
Total HHI Business purchase price	$	1,375.1

Summary of fair value of assets acquired and liabilities assumed

The preliminary valuation of the assets acquired and liabilities assumed for the HHI Business, including a reconciliation to the preliminary valuation reported as of December 30, 2012, is as follows:



	HHI Business Preliminary Valuation			TLM Taiwan Preliminary Valuation					Preliminary Valuation
	December 30, 2012			June 30, 2013		Adjustments/reclassifications			September 30, 2013
Cash	$	17.4		$	0.8	$	5.8		$	24.0
Accounts receivable	104.6			—		4.0			108.6
Inventory	207.2			1.1		0.1			208.4
Prepaid expenses and other	13.3			2.2		(6.2		)	9.3
Property, plant and equipment	104.5			36.8		(2.9		)	138.4
Intangible assets	470.0			17.1		2.0			489.1
Other long-term assets	3.1			0.1		4.4			7.6
Total assets acquired	920.1			58.1		7.2			985.4
Accounts payable	130.1			—		8.0			138.1
Deferred tax liability - current	7.1			—		0.1			7.2
Accrued liabilities	37.6			0.2		5.0			42.8
Deferred tax liability - long-term	104.7			1.9		9.8			116.4
Other long-term liabilities	11.2			8.1		0.4			19.7
Total liabilities assumed	290.7			10.2		23.3			324.2
Total identifiable net assets	629.4			47.9		(16.1		)	661.2
Non-controlling interests	(2.2		)	—		(1.7		)	(3.9		)
Goodwill	662.1			45.6		10.1			717.8
Total net assets acquired	$	1,289.3		$	93.5	$	(7.7	)	$	1,375.1

Shaser Biosciences, Inc.

Business Acquisition [Line Items]

Summary of preliminary consideration

The following table summarizes the preliminary consideration paid for Shaser:



	November 8, 2012
Negotiated sales price	$	50.0
Preliminary working capital adjustment	(0.4		)
Final working capital adjustment	0.1
Preliminary purchase price	$	49.7

Summary of fair value of assets acquired and liabilities assumed

The fair values recorded for the assets acquired and liabilities assumed for Shaser, including a reconciliation to the preliminary valuation reported as of December 30, 2012 are as follows:



	Preliminary Valuation						Preliminary Valuation
	December 30, 2012			Adjustments/reclassifications			September 30, 2013
Cash	$	0.9		$	—		$	0.9
Intangible asset	35.5			(6.2		)	29.3
Other assets	2.7			(2.5		)	0.2
Total assets acquired	39.1			(8.7		)	30.4
Total liabilities assumed	14.4			(5.6		)	8.8
Total identifiable net assets	24.7			(3.1		)	21.6
Non-controlling interest	(39.0		)	(0.1		)	(39.1		)
Goodwill	63.9			3.3			67.2
Total identifiable net assets	$	49.6		$	0.1		$	49.7

Cotton-Valley Oil and Gas Properties

Business Acquisition [Line Items]

Summary of fair value of assets acquired and liabilities assumed

The following table presents a summary of the fair value of assets acquired and liabilities assumed as part of the acquisition:



	EXCO's Contributed Assets February 14, 2013						BG Cotton Valley Assets March 5, 2013
	EXCO/HGI JV			HGI's Proportionate Interest			EXCO/HGI JV			HGI's Proportionate Interest
Assets acquired:
Cash	$	0.1		$	0.1		$	—		$	—
Oil and natural gas properties
Unproved oil and natural gas properties	65.1			48.5			7.2			5.4
Proved developed and undeveloped oil and natural gas properties	632.2			471.0			130.9			97.5
Total oil and natural gas properties	697.3			519.5			138.1			102.9
Gas Gathering and other assets	32.7			24.5			—			—
Liabilities assumed:
Accounts payable and other current liabilities	(10.8		)	(8.0		)	—			—
Other liabilities	(24.8		)	(18.5		)	(7.4		)	(5.5		)
Total purchase price	$	694.5		$	517.6		$	130.7		$	97.4