Note 11—Acquisitions

On January 8, 2016, the Company acquired all of the share capital of FCI Asia Pte Ltd (“FCI”) for a purchase price of approximately $1,178.6, net of cash acquired. The acquisition was funded by cash, cash equivalents and short-term investments that were held outside of the United States.

Headquartered in Singapore, FCI, a global leader in interconnect solutions for the information technology and data communications, industrial, mobile networks, automotive and mobile devices markets, is reported as part of the Company’s Interconnect Products and Assemblies segment. FCI is a leading supplier of high-speed backplane and mezzanine connectors, power interconnect solutions and a wide variety of board-mounted interconnects.

The accompanying Condensed Consolidated Statements of Income include the results of FCI for the period from the acquisition date through September 30, 2016. Excluding the impact of acquisitions as well as the negative impact of foreign exchange of approximately $11.9 and $40.3 for the three and nine months ended September 30, 2016, respectively, compared to the same prior year periods, the Company’s net sales increased approximately 2% and 1% in the three and nine months ended September 30, 2016, respectively, compared to the same prior year periods.

Allocation of Purchase Price

The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of FCI based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with anticipated cost savings and efficiencies associated with the integration of FCI and other intangible assets acquired that do not qualify for separate recognition. The Company has substantially completed its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates and does not anticipate any material adjustments. However, the final assessment of values for FCI is subject to change as additional information is obtained during the acquisition measurement period. The following table summarizes the assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, net of cash acquired, as of the date of acquisition of January 8, 2016.


Accounts receivable	$	97.1
Inventories		65.8
Other current assets		13.4
Land and depreciable assets		78.6
Goodwill		932.5
Intangible assets		252.0
Other long-term assets		13.0
Assets acquired		1,452.4

Accounts payable		61.6
Other current liabilities		55.0
Accrued pension benefit obligations and other long-term liabilities		157.2
Liabilities assumed		273.8

Net assets acquired	$	1,178.6

Of the $252.0 of acquired intangible assets, $133.8 was assigned to indefinite-lived trade names which are not subject to amortization. The remaining $118.2 of finite-lived acquired intangible assets is comprised of $53.2, $57.0 and $8.0 assigned to proprietary technology, customer relationships and backlog, respectively, all of which are subject to amortization. The finite-lived acquired intangible assets have a total weighted average useful life of approximately 10 years. The proprietary technology, customer relationships and backlog have a weighted average useful life of 9 years, 12 years and 0.25 years, respectively. These finite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows. The entire amount of goodwill was assigned to the Interconnect Products and Assemblies segment, of which approximately $91.9 is expected to be deductible for tax purposes.

Pro Forma Financial Information

The following table summarizes the unaudited pro forma combined financial information assuming that the FCI acquisition had occurred on January 1, 2015, and its results had been included in our financial results for the full three and nine months ended September 30, 2016 and 2015. The pro forma combined amounts are based upon available information and reflect a reasonable estimate of the effects of the FCI acquisition for the periods presented on the basis set forth herein. The following unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the FCI acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.


	Three months ended September 30,				Nine months ended September 30,
Pro forma:	2016		2015		2016		2015
Net sales	$	1,635.9	$	1,600.1	$	4,645.0	$	4,563.9
Net income attributable to Amphenol Corporation		230.1		211.0		620.8		591.1
Net income per common share - Diluted		0.73		0.67		1.97		1.87

The unaudited pro forma Net income attributable to Amphenol Corporation has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the FCI acquisition and the application of fair value adjustments to intangible assets occurred on January 1, 2015. For the three and nine months ended September 30, 2016, the pro forma financial information excluded acquisition-related expenses, net of tax, of $5.8 and $33.1, respectively, which are included in the reported results, but excluded from the pro forma amounts above due to their nonrecurring nature. For the three and nine months ended September 30, 2015, the pro forma financial information reflects the following adjustments, net of tax: (a) acquisition-related expenses of nil and $5.7, respectively, which were included in the reported results, but excluded from the pro forma amounts above due to their nonrecurring nature, (b) amortization expense related to the acquired intangible assets of $2.2 and $6.6, respectively, that was not reflected in the historical results, but has been included in the pro forma amounts, (c) interest income of approximately $2.9 and $8.7, respectively, earned on the cash, cash equivalents and short-term investments used to fund the FCI acquisition that was included in the historical results, but excluded from the pro forma amounts, and (d) other income of $1.7 and $3.4, respectively, that was included in the historical results of FCI, but excluded from the pro forma amounts due to their nonrecurring nature.

Other Acquisitions

The Company is in the process of completing its analysis of the fair value of the assets acquired and liabilities assumed related to its other 2016 acquisitions and anticipates that the final assessment of values will not differ materially from the preliminary assessment. These 2016 acquisitions, as well as the 2015 acquisitions, were not material to the Company either individually or in the aggregate.

Acquisition-related Expenses

During the nine months ended September 30, 2016, the Company incurred approximately $30.3 ($27.3 after-tax) of acquisition-related expenses related to the acquisition of FCI in the first quarter of 2016, primarily related to external transaction costs, amortization related to the value associated with acquired backlog and post-closing restructuring charges; and approximately $6.3 ($5.8 after-tax) of acquisition-related transaction expenses related to other 2016 acquisitions in the third quarter of 2016. During the nine months ended September 30, 2015, the Company incurred approximately $5.7 ($5.7 after-tax) of acquisition-related expenses related to professional fees and other external expenses primarily related to the FCI acquisition which was announced in the second quarter of 2015. Such acquisition-related expenses are separately presented in the accompanying Condensed Consolidated Statements of Income.