3.              Business Acquisitions

We completed the acquisition of Coperion on December 1, 2012, in a transaction valued at $540.7.  The aggregate purchase consideration consisted of $269.1 of cash, net of cash acquired, and the assumption of $146.0 of debt and $125.6 of pension liabilities.  We utilized $426.3 of borrowings under our revolving credit facility and cash on hand to finance the acquisition, including the repayment of the $146.0 of debt outstanding under Coperion’s prior financing arrangements.

Based in Stuttgart, Germany, Coperion is a global leader in the manufacture of compounding, extrusion, and bulk material handling equipment used in a broad range of industries, including plastics, chemicals, food processing, pharmaceutical, and aluminum. Coperion has been in business since 1879, and has nine manufacturing sites in Germany, the United States (“U.S.”), China, and India, and sales offices in approximately 30 locations in the Americas, Europe, and Asia.  Coperion had approximately 2,000 employees worldwide as of March 31, 2013.  Approximately 30% of Coperion’s revenue is derived from replacement parts and service, generating a large portion of recurring business due to its well-positioned service network and active installed base of equipment across the world.

Coperion revenues consist of large system sales, equipment, components, replacement parts, and service.  Large system sales are fulfilled over 12 to 18 months on average, whereby customers generally pay a deposit and make progress payments before and during the manufacture of the order, reducing or eliminating extensive working capital investments otherwise necessary to finance the manufacturing process.  System sales include many components, including those manufactured by Coperion as well as materials manufactured by third parties.  The Coperion business model includes a higher proportion of third-party-sourced products compared to the rest of the Process Equipment Group.  As a result, we expect gross profit margins in the Process Equipment Group to be lower on certain systems projects.  Hillenbrand believes that selling complete systems provides a significant competitive advantage and increases margin dollars.

This acquisition is the largest in the Company’s history and represents an important step in our strategic plans to further diversify Hillenbrand and accelerate the growth of the Process Equipment Group business platform.  The integration of Coperion with the Process Equipment Group will be a key initiative for the next 18 to 24 months.  Combining our product offerings to provide a more complete system solution is our highest priority from an integration perspective.  In addition, we believe leveraging Coperion’s global infrastructure will enable the existing businesses within the Process Equipment Group platform to enter new global markets more quickly.  Additionally, we expect the Process Equipment Group’s existing strong U.S. sales network will enhance Coperion’s expansion in North America.  Finally, the application of the Company’s lean tools and principles to Coperion’s operations is expected to contribute to improved margins and increased customer satisfaction.

The following table summarizes preliminary estimates of fair values of the assets acquired and liabilities assumed in the Coperion acquisition:

The estimation of fair value of Coperion’s assets and liabilities is preliminary and subject to adjustment based on finalization of the closing balance sheet, including deferred tax balances.

During the second quarter, we revised the presentation of certain customer advances classified as trade receivables, net to long-term manufacturing contracts and advances, resulting in a change in classification of $15.7.

Goodwill is not deductible for tax purposes and was allocated entirely to our Process Equipment Group.  Excluding the acquisition of Coperion, the change in goodwill during the six months ended March 31, 2013, was due to the change in foreign currency.

Fair value amounts assigned to identifiable definite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives.  The amounts assigned at the time of acquisition and their useful lives were:

The unaudited pro forma information for the periods set forth below gives effect to the Coperion acquisition as if it had occurred at the beginning of the earliest period presented.  It includes adjustments for additional interest expense, depreciation, and amortization.  The unaudited pro forma information for the three and six months ended March 31, 2012, includes acquisition costs of $2.5 and $10.7 as well as backlog amortization and inventory step-up costs of $21.3 and $42.2.  Acquisition costs, backlog amortization, and inventory step-up costs are not included in the pro forma information for the three and six months ended March 31, 2013.  The unaudited pro forma information is presented for informational purposes only and does not necessarily reflect the results of operations that would actually have been achieved had the acquisition been consummated as of that time.

(1) Pro forma net income attributable to Hillenbrand

We incurred $2.5 and $10.7 of net business acquisition costs associated with the acquisition during the three and six months ended March 31, 2013.  These costs consist of $1.9 and $10.9 of operating expenses and $0.6 and $0.6 of interest expense for the three and six months ended March 31, 2013, partially offset by $0.8 of other income during the first six months.

Coperion’s results are included in our Process Equipment Group results.  The acquisition of Coperion resulted in Hillenbrand holding less than 100% ownership in certain Coperion subsidiaries.  The portion of the business that is not owned by the Company is presented as noncontrolling interests within equity in the Consolidated Balance Sheets.  Income attributable to the noncontrolling interests was $0.5 and $0.8 for the three and six months ended March 31, 2013, is separately reported within the Consolidated Statements of Income, and is also excluded from total Hillenbrand Shareholder’s Equity.