On November 30, 2018 (the “acquisition date”), the Company acquired the outstanding shares of ZWB Holdings, Inc. and Rynn's Luggage Corporation, and their subsidiaries and affiliates (collectively, "Bags"). Bags is a leading provider of baggage delivery, remote airline check in, and other related services, primarily to airline, airport and hospitality clients. Subject to the terms and conditions of the Stock Purchase Agreement, the Company paid $283.6 million as consideration for the acquisition of Bags. The consideration was comprised of $275.0 million of cash paid by SP Plus, $8.1 million related to the net working capital and cash acquired and $0.5 million for certain individual taxes to be paid by the seller (the “Cash Consideration”). As described in Note 20. Segment Information, the Company integrated the Bags' operations into the Aviation segment, effective November 30, 2018.

The acquisition of Bags has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values. Goodwill as of the acquisition date was measured as the excess of consideration transferred, which is also generally measured at fair value or the net acquisition date fair values of the assets acquired and the liabilities assumed. The results of operations are reflected in the consolidated financial statements of the Company from the acquisition date.

The Company incurred certain acquisition and integration costs associated with the acquisition of Bags that were expensed as incurred and are reflected in the Consolidated Statements of (Loss) Income. See Note 4. Acquisition, Restructuring and Integration Costs for further discussion.

				Measurement
				Period
(millions)	Initial			Adjustments			Final
Cash and cash equivalents	$	5.9					$	5.9
Notes and accounts receivable		13.2						13.2
Prepaid expenses and other current assets		2.0						2.0
Other noncurrent assets		0.2						0.2
Leasehold improvements, equipment and construction in progress		1.5						1.5
Other intangible assets, net		118.0						118.0
Goodwill		154.1			0.3			154.4
Accounts payable		(6.5	)					(6.5	)
Accrued and other current liabilities		(4.1	)		(0.3	)		(4.4	)
Other long-term liabilities		(0.7	)					(0.7	)
Net assets acquired and liabilities assumed	$	283.6		$	—		$	283.6

Goodwill of $154.4 million represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The goodwill recognized was primarily attributable to expanded revenue synergies and opportunities in the aviation and hospitality businesses, as well as other benefits that the Company believes will result from combining its operations with the operations of Bags. The goodwill acquired is deductible for tax purposes.

(millions)	Estimated Life	Fair Value
Trade name	5.0 Years	$	5.6
Customer relationships	12.4 - 15.8 Years		100.4
Existing technology	5.0 - 6.0 Years		10.4
Non-compete agreement	5.0 Years		1.6
Estimated fair value of identified intangibles		$	118.0

The fair value for all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The fair value of trade names was determined with the relief from royalty savings method. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The fair value of acquired customer relationships was determined with the excess earnings method. This approach calculates the excess of the future cash inflows (i.e., revenue from customers generated from the relationships) over the related cash outflows (i.e., customer servicing expenses) generated over the useful life of the relationship. The fair value of developed or existing technology was determined utilizing the relief from royalty savings method with additional consideration given to asset deterioration rates.

The following unaudited pro forma results of operations for the year ended December 31, 2018, assumes the acquisition of Bags was completed on January 1, 2018, and as such Bags pre-acquisition results have been added to the Company’s historical results. The historical consolidated financial information of the Company and Bags have been adjusted to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma results contained in the table below include adjustments for (i) amortization of acquired intangibles, (ii) reduced general and administrative expenses related to non-routine transaction expenses, (iii) increased interest expense related to the financing of the acquisition of Bags, and (iv) estimated income tax effect.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of any anticipated benefits from revenue synergies, cost savings or operating synergies that may result from the acquisition of Bags or to any disynergies and integration related costs. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to potential restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction were not included in the unaudited pro forma condensed combined statement of income as such transaction costs were determined not to be significant. Additionally, the unaudited pro forma financial information does not reflect the costs that the company has incurred or may incur to integrate Bags.

Services revenue and net income related to Bags that are included in the Consolidated Statements of (Loss) Income were $14.2 million and $1.3 million or the year ended December 31, 2018, respectively, which were included in Services revenue - Management type contracts and Net income attributable to SP Plus Corporation, respectively.