Acquisition

3 Months Ended

Mar. 31, 2019

On February 1, 2019, the Company completed the acquisition of all issued and outstanding shares of Scalar Decisions Inc. ("Scalar"), a leading technology solutions provider in Canada, for a preliminary total purchase price of $86 million of which $13 million is deferred to satisfy potential indemnity obligations and is expected to be paid in the first quarter of 2021. The final purchase price will be determined following completion of working capital adjustments. This strategic

acquisition expands the Company's solutions and services portfolio, extends the Company's in-market presence across Canada and enhances the value that the Company can deliver to its customers. The financial results of Scalar have been included in the Company's Consolidated Financial Statements since the date of the acquisition. Financial results are included in the Canada operating segment which is shown in an all other category ("Other") along with CDW UK. The purchase price allocation is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available.

The preliminary purchase price allocation is as follows:



(in millions)	Acquisition-Date Fair Value
Net assets acquired	$	7.2
Identified intangible assets⁽¹⁾	18.8
Goodwill⁽²⁾	60.4
Total purchase price	$	86.4


(1)	Net of a related deferred tax liability of $7 million.

(2)

Goodwill in the amount of $60 million was recognized in connection with the acquisition of Scalar, primarily attributed to cross selling opportunities and overall corporate synergies. The full amount of goodwill recognized is not deductible for income tax purposes in Canada.