Business Combinations

On June 1, 2017, we completed the acquisition of Comverge by purchasing the stock of its parent, Peak Holding Corp. (Comverge). This was financed through borrowings on our multicurrency revolving line of credit and cash on hand. Comverge is a leading provider of integrated demand response and customer engagement solutions that enable electric utilities to ensure grid reliability, lower energy costs for consumers, meet regulatory demands, and enhance the customer experience. Comverge's technologies are complementary to our Electricity segment's growing software and services offerings, and will help optimize grid performance and reliability.

The purchase price of Comverge was $100.0 million in cash, net of $18.2 million of cash and cash equivalents acquired. We allocated the purchase price to the assets acquired and liabilities assumed based on fair value assessments. The fair values of these assets and liabilities are considered final. The following reflects our final allocation of purchase price as of June 1, 2017:



	Fair Value			Weighted Average Useful Life
	(in thousands)			(in years)
Current assets	$	15,118
Property, plant, and equipment	2,275
Other long-term assets	1,879

Identified intangible assets
Core-developed technology	19,250			8
Customer contracts and relationships	12,230			10
Trademarks and trade names	4,310			15
Total identified intangible assets subject to amortization	35,790
In-process research and development (IPR&D)	710
Total identified intangible assets	36,500

Goodwill	59,675
Current liabilities	(10,787		)
Long-term liabilities	(4,645		)
Total net assets acquired	$	100,015

The fair values for the identified core-developed technology, trademarks, and IPR&D intangible assets were estimated using the income approach. Under the income approach, the fair value reflects the present value of the projected cash flows that are expected to be generated. Core-developed technology represents the fair values of Comverge products that have reached technological feasibility and were part of Comverge's product offerings at the date of the acquisition. Customer contracts and relationships represent the fair value of the relationships developed with its customers, including the backlog, and these were valued utilizing the replacement cost method, which measures the value of an asset based on the cost to replace the existing asset. The core-developed technology, trademarks, and IPR&D intangible assets valued using the income approach will be amortized using the estimated discounted cash flows assumed in the valuation models. Customer contracts and relationships will be amortized using the straight-line method.

IPR&D assets acquired represented the fair value of Comverge research and development projects that had not yet reached technological feasibility at the time of acquisition. These projects were completed in the fourth quarter of 2017 and were reclassified to core-developed technology. Incremental costs to be incurred for these projects were not significant and were recognized as product development expense as incurred within the Consolidated Statements of Operations.

Goodwill of $59.7 million arising from the acquisition consists largely of the synergies expected from combining the operations of Itron and Comverge, as well as certain intangible assets that do not qualify for separate recognition. All of the goodwill balance was assigned to the Electricity reporting unit and segment. We will not be able to deduct any of the goodwill balance for income tax purposes.

The following table presents the revenues and net income (loss) from Comverge's operations that are included in our Consolidated Statements of Operations:



	June 1, 2017 - December 31, 2017

Revenues	$	32,436
Net income (loss)	(2,448		)

The following supplemental pro forma results are based on the individual historical results of Itron and Comverge, with adjustments to give effect to the combined operations as if the acquisition had been consummated on January 1, 2016.



	Year Ended December 31,
	2017		2016

Revenues	$	2,040,309	$	2,072,695
Net income	64,230		24,415

The significant nonrecurring adjustments reflected in the proforma schedule above are not considered material and include the following:


•	Elimination of transaction costs incurred by Comverge and Itron prior to the acquisition completion


•	Reclassification of certain expenses incurred after the acquisition to the appropriate periods assuming the acquisition closed on January 1, 2016

The supplemental pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the transaction in fact occurred at an earlier date or project the results for any future date or period.