content_image/290173.jpg content_image/290172.jpg
## Note C Earnings Per Share Data 

The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share for all years presented. A reconciliation of the shares used in the computation is as follows: 

<img src='content_image/290173.jpg'>

For fiscal years 2014, 2013, and 2012, a total of 0.4 million, 0.4 million, and 2.2 million weighted-average outstanding stock options, respectively, were not included in the computation of dilutive potential common shares since their inclusion would have had an antidilutive effect on earnings per share. 

## Note D Acquisitions 

On August 11, 2014, the Company acquired CytoSport Holdings, Inc. (CytoSport) of Benicia, California for a prelim- inary purchase price of $424.3 million in cash. The purchase price is preliminary pending final working capital and other purchase accounting adjustments, and was funded by the Company with cash on hand and by utilizing funds from its revolving line of credit. The agreement provides for a potential additional payment of up to $20.0 million subject to meeting specific financial performance criteria over the next two years. 

The Company has recognized $10.3 million related to this potential payment as of October 26, 2014, based on the current estimated fair value determined by an independent appraisal. 

The acquisition was accounted for as a business combination using the acquisition method. The Company has estimated the acquisition date fair values of the assets acquired and liabilities assumed, using independent appraisals and other 

analyses, and is in the process of determining final working capital adjustments. Therefore, a preliminary allocation of the purchase price to the acquired assets, liabilities, and goodwill is presented in the table below. 

<img src='content_image/290172.jpg'>

The liabilities shown above include $15.0 million representing potential payments owed under a supplier agreement, which are contingent on future production levels. 

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets recognized. The goodwill recorded as part of the acquisition primarily reflects the value of the assembled workforce, manufacturing synergies, and the potential to expand presence in alternate channels. The goodwill balance is not expected to be deductible for income tax purposes. The goodwill and intangible assets have been allocated to the Specialty Foods and International & Other reporting segments. 

Operating results for this acquisition have been included in the Company’s Consolidated Statements of Operations from the date of acquisition and are reflected in the Specialty Foods reporting segment. The acquisition contributed $73.5 million of net sales since the date of acquisition. 

The Company recognized approximately $4.8 million of trans- action costs in fiscal year 2014 related to the acquisition and the charges were reported in selling, general and administra- tive expense in the Consolidated Statement of Operations. 

CytoSport is the maker of Muscle Milk ®  products and is a lead- ing provider of premium protein products in the sports nutri- tion category. CytoSport’s brands align with the Company’s focus on protein while further diversifying the Company’s portfolio. 

On November 26, 2013, the Company acquired the China based SKIPPY ® peanut butter business from Conopco, Inc. (doing business as Unilever United States Inc.), of Englewood Cliffs, N.J. for a final purchase price of $41.9 million in cash. This acquisition included the Weifang, China manufacturing facility and all sales in Mainland China. The purchase price was funded by the Company with cash on hand. 

