ACQUISITIONS

On June 1, 2017, the Company completed the acquisition of Valspar at $113 per share in an all cash transaction for a total purchase price of $8.9 billion, net of divestiture proceeds of $431.0 million. As previously disclosed, on April 11, 2017, the Company and Valspar entered into a definitive agreement with Axalta Coating Systems Ltd. to divest the assets related to Valspar's North American industrial wood coatings business. The divestiture was also completed on June 1, 2017, and is reported as a discontinued operation with no pre-tax gain or loss but includes the tax expense effect of this separate transaction. Proceeds of $431.0 million were received for the divested assets sold. The divestiture resulted in a tax provision of $41.5 million, which reduced basic and diluted net income per common share for the nine months ended September 30, 2017 by $.45 and $.44, respectively. The Valspar acquisition expands the Company's diversified array of brands and technologies, expands its global platform and adds new capabilities in its packaging and coil businesses.

The preliminary allocation of the fair value of the Valspar acquisition is summarized in the table below. Allocations are based on the acquisition method of accounting and in-process third-party valuation appraisals. The allocation of the fair value will be finalized within the allowable measurement period.



(Millions of dollars)

Cash	$	129.1
Accounts receivable	817.5
Inventories	688.9
Indefinite-lived trademarks	1,284.7
Finite-lived intangible assets	5,034.7
Goodwill	5,753.4
Property, plant and equipment	813.5
All other assets	254.8
Accounts payable	(553.2		)
Long-term debt	(1,603.5		)
Deferred taxes	(2,599.8		)
All other liabilities	(1,080.7		)
Total	$	8,939.4
Total, net of cash	$	8,810.3

Finite-lived intangible assets include customer relationships of $3.0 billion and intellectual property and technology of $2.0 billion, which are being amortized over weighted average amortization periods ranging from 15 to 20 years. Based on the preliminary purchase accounting, goodwill of $3.0 billion, $1.7 billion and $1.0 billion was recorded in Performance Coatings, Consumer Brands and The Americas Groups, respectively, and relates primarily to expected synergies.

The Company's Net sales and Income from continuing operations for the three and nine months ended September 30, 2017 include sales of $1.075 billion and $1.456 billion, respectively, and a profit before tax of $66.8 million and $80.9 million related to the Valspar acquisition. Net income from continuing operations for the three and nine months ended September 30, 2017 includes approximately $78.0 million and $100.9 million of intangibles amortization expense, respectively, and $78.6 million and $114.8 million of inventory step-up amortization included in cost of sales, respectively. During the nine months ended September 30, 2017 and 2016, the Company incurred transaction and integration related SG&A expense of $59.7 million and $49.2 million, respectively, and interest expense of $112.2 million and $49.9 million, respectively, related to the acquisition of Valspar.

The following pro forma information presents consolidated financial information as if Valspar had been acquired at the beginning of 2016. Pro forma adjustments have been made to exclude Valspar's North American industrial wood coatings business results and certain transaction and integration costs from all periods presented. Interest expense has been adjusted as though total debt outstanding at June 1, 2017 had been outstanding at January 1, 2016. Each quarter presented includes intangible amortization expense of approximately $78.0 million resulting from the preliminary purchase accounting. The full $114.8 million of inventory step-up amortization resulting from the preliminary purchase accounting asset step-up has been included in the first quarter of 2016 to reflect the pro forma transaction date of January 1, 2016, and thus the inventory step-up amortization of $78.6 million and $114.8 million recorded in the three and nine months ended September 30, 2017, respectively, has been excluded. The unaudited pro forma consolidated financial 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.



(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Net sales	$	4,507,020	$	4,309,284	$	12,655,349	$	12,103,829
Net income from continuing operations	395,497		378,217		969,554		823,344
Net income per common share from continuing operations:
Basic	$	4.25	$	4.11	$	10.45	$	8.97
Diluted	$	4.15	$	3.99	$	10.23	$	8.72