Note

Acquisitions and Divestitures

Acquisitions

Cyberbond

June

2016

we acquired Cyberbond, L.L.C., (“Cyberbond”) headquartered in Batavia, Illinois with operations in the United States and Europe. Cyberbond is a provider of industrial adhesives for the electronics, medical, audio equipment, automotive and structural markets. The acquisition will help us to broaden our global position and accelerate our growth in the high margin, high growth Engineering Adhesives segment. The purchase price of

$42,182,

net of cash acquired of

$332,

was funded through existing cash and was recorded in our Engineering Adhesives operating segment. We incurred acquisition related costs of approximately

$527,

which were recorded as SG&A expenses in the Consolidated Statements of Income in

2016.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the acquisition date:

	Amount
Current assets	$	4,425
Property, plant and equipment		2,038
Goodwill		23,654
Other intangibles
Developed technology		2,000
Customer relationships		14,400
Trademarks/trade names		700
Other assets		161
Current liabilities		(1,889	)
Other liabilities		(3,307	)
Total purchase price	$	42,182

The expected lives of the acquired intangible assets are

seven

years for developed technology,

years for customer relationships and

years for trademarks/trade names. See Note

for further discussion of the fair value of the acquired tangible and intangible assets.

Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated

$23,654

to goodwill for the expected synergies from combining Cyberbond with our existing business. Such goodwill is not deductible for tax purposes. The goodwill was assigned to our Engineering Adhesives operating segment. The Cyberbond acquisition does not represent a material business combination, therefore pro forma financial information is not provided.

Advanced Adhesives

April

29,

2016,

we acquired Advanced Adhesives Pty Limited and the business assets of Advanced Adhesives (New Zealand) Limited (together referred to as “Advanced Adhesives”), providers of industrial adhesives in Australia and New Zealand. The acquisition will help us to strengthen our industrial adhesives market position and leverage a broader technology portfolio in both Australia and New Zealand. The combined purchase price of

$10,365

was funded through existing cash and was recorded in our Asia Pacific operating segment. We incurred acquisition related costs of approximately

$646,

which were recorded as SG&A expenses in the Consolidated Statements of Income in

2016.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Amount
Current assets	$	5,704
Property, plant and equipment		594
Goodwill		102
Other intangibles
Customer relationships		7,575
Trademarks/trade names		146
Current liabilities		(2,671	)
Other liabilities		(1,085	)
Total purchase price	$	10,365

The expected lives of the acquired intangible assets are

years for customer relationships and

one

year for trademarks/trade names. See Note

for further discussion of the fair value of the acquired tangible and intangible assets.

Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated

$102

to goodwill for the expected synergies from combining Advanced Adhesives with our existing business. Such goodwill is not deductible for tax purposes. The goodwill was assigned to our Asia Pacific operating segment. The Advanced Adhesives acquisition does not represent a material business combination, therefore pro forma financial information is not provided.

Continental Products Limited

February

2015

we acquired the equity of Continental Products Limited, a provider of industrial adhesives, based in Nairobi, Kenya. The acquisition supports our growth strategy for emerging markets and delivers specialty adhesive products to key customers in East and Central Africa. The purchase price of

€1,459

or approximately

$1,647,

net of cash acquired of

€329

$371,

was funded through existing cash and was recorded in our EIMEA operating segment. We incurred acquisition related costs of approximately

$16,

which were recorded as SG&A expenses in the Consolidated Statements of Income in

2015.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Amount
Current assets	$	1,357
Property, plant and equipment		143
Goodwill		462
Other intangibles
Customer relationships		416
Noncompetition agreements		30
Other assets		7
Current liabilities		(591	)
Other liabilities		(177	)
Total purchase price	$	1,647

The expected lives of the acquired intangible assets are

years for customer relationships and

three

years for noncompetition agreements.

Tonsan Adhesive, Inc.

February

2015,

we acquired

percent of the equity of Tonsan Adhesive, Inc. (“Tonsan”), an independent engineering adhesives provider based in Beijing, China. Tonsan manufactures engineering adhesives across numerous industries including photovoltaic, electronics, automotive, heavy machinery and transportation. The acquisition strengthens our customer relationships in the high-value, fast growing engineering adhesives markets. The purchase price was

1.4

billion Chinese renminbi, or approximately

$215,925,

net of cash acquired of

$7,754,

which was financed with proceeds from our

October

31,

2014

term loan, drawn in conjunction with the acquisition. The acquisition was recorded in our Engineering Adhesives operating segment. We incurred acquisition related costs of approximately

$373,

which were recorded as SG&A expenses in the Consolidated Statements of Income in

2015.

Concurrent with the acquisition, we entered into an agreement to acquire the remaining

percent of Tonsan’s equity beginning

February

2019

for

million Chinese renminbi or approximately

$13,038.

In addition, the agreement requires us to pay up to

418

million Chinese renminbi

or approximately

$66,848

in contingent consideration based upon a formula related to Tonsan’s gross profit in fiscal

2018.

The fair values of the agreement to purchase the remaining equity and the contingent consideration as of the date of acquisition were

$11,773

and

714,

respectively. See Note

for further discussion of the fair value of the contingent consideration.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed:

	Amount
Current assets	$	49,839
Property, plant and equipment		59,142
Goodwill		125,790
Other intangibles
Developed technology		18,600
Customer relationships		25,700
Trademarks/trade names		11,000
Current liabilities		(38,068	)
Other liabilities		(24,305	)
Redeemable non-controlling interests		(11,773	)
Total purchase price	$	215,925

The expected lives of the acquired intangible assets are

seven

years for developed technology,

years for customer relationships and

years for trademarks/trade names. See Note

for further discussion of the fair value of the acquired tangible and intangible assets.

Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated

$125,790

to goodwill for the expected synergies from combining Tonsan with our existing business. Such goodwill is not deductible for tax purposes. The goodwill was assigned to our Engineering Adhesives operating segment. The Tonsan acquisition does not represent a material business combination, therefore pro forma financial information is not provided.

ProSpec® Construction Products

September

2014

we acquired the ProSpec construction products business, a provider of tile and stone installation products. The purchase price of

$26,183

was funded through existing cash and was recorded in our Construction Products operating segment. We incurred acquisition related costs of approximately

$532,

which were recorded as selling, general and administrative expenses in the Consolidated Statements of Income.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Amount
Current assets	$	6,502
Property, plant and equipment		7,976
Goodwill		7,443
Other intangibles
Customer relationships		4,300
Technology		1,500
Trademarks/trade names		200
Current liabilities		(1,738	)
Total purchase price	$	26,183

The amount of goodwill deductible for tax purposes over a

year period is

$7,443.

The expected lives of the acquired intangible assets are

nine

years for customer relationships,

six

years for developed technology and

years for trademarks/trade names.

Divest

ures

Central America Paints

August

2012

we completed the sale of our Central America Paints business. A portion of the cash proceeds was determined to be contingent consideration, pending resolution of purchase agreement contingencies. The contingent consideration was valued at fair value based on level

inputs. The original contingent consideration in the amount of

$5,000

was included in current liabilities of discontinued operations in the Consolidated Balance Sheets at

November

29,

2014.

June

15,

2015,

we entered into an agreement to settle various matters related to the divestiture of the Paints business, including the settlement of the contingent consideration for

$8,000.

As a result of this agreement, we recorded a loss from discontinued operations, net of tax of

$1,300.

We paid

$8,000

related to this agreement in the

third

quarter of

2015.