Business Acquisitions

In the first quarter of 2017, the Company completed two acquisitions for $10.1 million, net of cash received, resulting in the recognition of intangible assets of $3.4 million and goodwill of $5.0 million. The $3.4 million of intangible assets consists primarily of customer relationships and trade names that will be amortized over a weighted average period of approximately 13 years. These acquisitions have been added to the Power segment and $2.7 million of the goodwill related to one of the acquisitions is currently expected to be deductible for tax purposes.

In the second quarter of 2017, the Company acquired all of the issued and outstanding limited liability company interests in iDevices, LLC ("iDevices") for $59.2 million. iDevices is a developer with embedded firmware and application development expertise with custom-built Internet of Things ("IoT") Cloud infrastructure. The iDevices acquisition adds capabilities and expertise in IoT technology that is required to provide Tier 3 energy management solutions via connected hardware with a software front-end. iDevices is reported in the Electrical segment. We have recognized intangible assets of $9.6 million and goodwill of $45.9 million as a result of this acquisition. The $9.6 million of intangible assets consists primarily of developed technology, customer relationships and trade names and will be amortized over a weighted average period of approximately 12 years. All of the goodwill is expected to be deductible for tax purposes.

In the second quarter of 2017, the Company also acquired substantially all of the assets of Advance Engineering Corporation and related companies (collectively "AEC") for $32.5 million. AEC is a gas components manufacturer that complements the Company's existing business in the natural gas distribution vertical. AEC joins the Company's recent acquisitions of GasBreaker and Lyall to bolster its main-to-meter mechanical solutions in this area, and along with Continental Industries, makes up our offering in the gas vertical. AEC is reported in the Electrical segment. We have recognized intangible assets of $16.8 million and goodwill of $12.8 million as a result of this acquisition. The $16.8 million of intangible assets consists primarily of customer relationships and trade names and will be amortized over a weighted average period of approximately 18 years. All of the goodwill is expected to be deductible for tax purposes.

In the fourth quarter of 2017, the Company acquired all of the issued and outstanding shares of Meramec Instrument Transformer Company ("Meramec") for $69.7 million. Meramec produces instrument current transformers for the power generator, power transformer, and the high and medium-voltage circuit breaker markets. Meramec is reported within the Power segment. We have recognized intangible assets of $33.8 million and goodwill of $24.8 million as a result of this acquisition. The $33.8 million of intangible assets consists primarily of customer relationships, trade names, and developed software and will be amortized over a weighted average period of approximately 21 years. All of the goodwill is expected to be deductible for tax purposes.

These business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors built into the purchase price, including the future earnings and cash flow potential of the businesses as well as the complementary strategic fit and resulting synergies they bring to the Company’s existing operations.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition related to all transactions (in millions):



Tangible assets acquired	$	34.4
Intangible assets	63.6
Goodwill	88.5
Net deferred taxes	(0.2		)
Other liabilities assumed	(14.8		)
TOTAL CONSIDERATION, NET OF CASH RECEIVED	$	171.5

The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of acquisition. Net sales and earnings related to these acquisitions for the year ended December 31, 2017 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company’s consolidated results of operations was not material.

Cash used for the acquisition of businesses, net of cash acquired as reported in the Consolidated Statement of Cash Flows for the twelve months ended December 31, 2017 is $184.1 million and includes payments associated with a 2016 acquisition for which the purchase price is due to be settled in installments through 2019.

Subsequent Event - Acquisition of Aclara

In February 2018, the Company completed the acquisition of Aclara for $1.1 billion in an all-cash transaction. Aclara will be added to the Power segment. To fund the Aclara acquisition, on February 2, 2018 the Company borrowed $500 million under a Term Loan Agreement with a syndicate of lenders, issued $450 million of long-term, unsecured, unsubordinated notes maturing in 2028, and the remaining purchase price and transaction expenses were funded with commercial paper. Refer to Note 11 — Debt and Note 23 — Subsequent Events in the Notes to Consolidated Financial Statements for additional information.