Acquisitions

12 Months Ended

Dec. 31, 2018

ACQUISITIONS

Acquisition of Industrial Wood Business

On June 1, 2017, the Company completed its acquisition from The Valspar Corporation ("Valspar") of certain assets constituting its North American Industrial Wood Coatings business (the "Industrial Wood" business), for a purchase price of $420.0 million, subject to working capital adjustments. Axalta and Valspar finalized the working capital adjustments to the purchase price which resulted in an increase of $10.3 million to $430.3 million (the "Industrial Wood Acquisition"). The Industrial Wood Acquisition was funded through the refinancing of our Dollar Term Loans discussed further at Note 17.

The Industrial Wood business is one of the leading providers of coatings for OEM and aftermarket industrial wood markets, including building products, cabinets, flooring and furniture, in North America. The Industrial Wood Acquisition was recorded as a business combination under ASC 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition date.

After preliminary working capital adjustments, the Company paid an aggregate purchase price of $430.3 million, which was comprised of the following:



	June 1, 2017 (As Initially Reported)			Measurement Period Adjustments			June 1, 2017 (As Adjusted)
Accounts and notes receivable—trade	$	23.3		$	—		$	23.3
Inventories	24.9			(0.2		)	24.7
Prepaid expenses and other current assets	0.2			—			0.2
Property, plant and equipment	23.0			0.1			23.1
Identifiable intangibles	254.2			4.9			259.1
Accounts payable	(22.4		)	0.2			(22.2		)
Other accrued liabilities	(5.1		)	0.4			(4.7		)
Net assets acquired before goodwill on acquisition	$	298.1		$	5.4		$	303.5
Goodwill on acquisition	132.6			(5.8		)	126.8
Net assets acquired	$	430.7		$	(0.4	)	$	430.3

Goodwill was recognized as the excess of the purchase price over the net identifiable assets recognized. The goodwill is primarily attributed to our assembled workforce and the anticipated future economic benefits and is recorded within our industrial end-market in our Performance Coatings segment. The goodwill recognized at December 31, 2018 that is expected to be deductible for income tax purposes is $126.8 million.

The Company incurred and expensed acquisition-related transaction costs on the Industrial Wood Acquisition of $5.3 million, included within selling, general and administrative expense on the consolidated statements of operations for the year ended December 31, 2017.

The fair value associated with identifiable intangible assets was $259.1 million, comprised of $34.6 million in technology (inclusive of in-process research and development), $8.0 million in trademarks, $203.0 million in customer relationships and $13.5 million associated with favorable contractual arrangements which have been determined to have a fair value. The definite-lived intangible assets will be amortized over an average term of approximately 19 years.

Supplemental Pro Forma Information

The Company's net sales and income before income taxes for the year ended December 31, 2017 include net sales of $146.1 million and pre-tax income of $2.4 million related to the Industrial Wood business. The following supplemental pro forma information represents the results of operations as if the Company had acquired Industrial Wood on January 1, 2016:



	For the years ended
(in millions, except per share data)	December 31, 2017		December 31, 2016
Net sales	$	4,454.2	$	4,293.1
Net income	$	55.0	$	45.9
Net income attributable to controlling interests	$	44.0	$	40.1
Net income per share (Basic)	$	0.18	$	0.17
Net income per share (Diluted)	$	0.18	$	0.16

The 2017 supplemental pro forma net income was adjusted to exclude $5.3 million ($3.3 million, net of pro forma income tax impact) of acquisition-related costs incurred in 2017 and $2.8 million ($1.8 million, net of pro forma income tax impact) of non-recurring expense related to the fair market value adjustment to acquisition date inventory. The unaudited pro forma consolidated information does not necessarily reflect the actual results that would have occurred had the acquisition taken place on January 1, 2016, nor is it meant to be indicative of future results of operations of the combined companies under the ownership and operation of the Company.

Other Acquisitions

During the year ended December 31, 2018, we successfully completed seven strategic acquisitions, including two based in Asia Pacific, two based in North America, and three based in Europe all of which operate within our Performance Coatings segment ("2018 Acquisitions"). Our aggregate spending for these acquisitions for the year ended December 31, 2018 was $79.9 million. The overall impacts to our consolidated financial statements were not considered to be material, either individually or in the aggregate. The fair value associated with identifiable intangible assets from the 2018 Acquisitions was $64.6 million, comprised primarily of technology and customer relationship assets, which will be amortized over a weighted average term of approximately nine years.

At December 31, 2018, for the 2018 Acquisitions treated as business combinations we have not finalized the related purchase accounting and the amounts recorded represent preliminary values. We expect to finalize our purchase accounting during the respective measurement periods which will be no later than one year following the closing dates.

In addition, during the year ended December 31, 2018, pursuant to the stock purchase agreement for a joint venture acquired during the year ended December 31, 2016, we purchased an additional 24.5% interest for $26.9 million, increasing our total ownership percentage to 75.5%.