BUSINESS AND ASSETS ACQUISITIONS

Acquisition of Mirror Controls International

On June 29, 2015, the Company completed its acquisition of 100% of the outstanding share capital of MCi, and paid approximately $555.2 million, net of $27.7 million of cash acquired. This acquisition expanded the Company's capabilities in the automotive market, and was included in the HRS segment. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

The following represents the Company's allocation of the total purchase price to the acquired assets and liabilities of MCi (in thousands):



Current assets:
Accounts receivable	$	41,392
Inventories	19,169
Other current assets	2,798
Total current assets	63,359
Property and equipment, net	38,875
Other assets	1,632
Intangibles	236,800
Goodwill	322,458
Total assets	$	663,124

Current liabilities:
Accounts payable	$	28,002
Accrued liabilities & other current liabilities	19,798
Total current liabilities	47,800
Other liabilities	60,166
Total aggregate purchase price	$	555,158

The intangible assets of $236.8 million is comprised of customer relationships of $75.5 million and licenses and other intangible assets of $161.3 million. Customer relationships and licenses and other intangibles are each amortized over a weighted-average estimated useful life of 10 years. In addition to accounts receivable and inventories, the Company acquired $38.9 million of machinery and equipment and assumed $60.2 million of other liabilities primarily comprised of deferred tax liabilities. The Company incurred $6.6 million in acquisition-related costs related to the acquisition of MCi during the nine-month period ended December 31, 2015.

The above purchase price allocation includes certain purchase accounting adjustments recorded during the three-month period ended December 31, 2015, which approximately resulted in a net increase of $32.0 million to goodwill, a net decrease of deferred tax liabilities of $10.6 million, and a net decrease of $43.2 million to intangibles. The decrease in intangible assets was a result of the finalization of the valuation for acquired intangible assets, which also resulted in an update in the estimated useful life from 8 years to 10 years. The impact resulted in a $2.3 million reduction in amortization expense during the three-month period ended December 31, 2015, which would have been the impact in the prior quarter if the final assumptions relating to the valuation for the acquired intangible assets were applied at the original acquisition date.

Acquisition of a facility from Alcatel-Lucent

On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately $67.5 million, which expanded its capabilities in the telecom market and was included in the INS segment. The Company acquired primarily $55.0 million of inventory, $10.0 million of property and equipment primarily comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of $3.6 million and $2.1 million, respectively, and assumed $3.2 million in other net liabilities in connection with this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life of 5 years.

Acquisition of NEXTracker

On September 28, 2015, the Company acquired 100% of the outstanding share capital of NEXTracker, a provider of smart solar tracking solutions. The initial cash consideration was approximately $238.9 million, net of $13.2 million of cash acquired, with an additional $81.0 million of estimated potential contingent consideration, for a total purchase consideration of $319.9 million. This contingent consideration could reach a maximum of $97.2 million upon achievement of future revenue performance targets. The Company also acquired NEXTracker’s equity incentive plan. The financial results of NEXTracker were included in the IEI segment. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition and is subject to change as the Company finalizes the valuation of the intangible assets acquired. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of NEXTracker (in thousands):



Current assets:
Accounts receivable	$	60,298
Inventories	3,235
Other current assets	19,272
Total current assets	82,805
Property and equipment, net	1,382
Other assets	70
Intangibles	100,500
Goodwill	250,330
Total assets	$	435,087

Current liabilities:
Accounts payable	$	17,226
Other current liabilities	57,075
Total current liabilities	74,301
Other liabilities	40,845
Total aggregate purchase price	$	319,941

The intangible assets of $100.5 million is comprised of customer relationships of $44.6 million and licenses and other intangible assets of $55.9 million. Customer relationships are amortized over a weighted-average estimated useful life of 5 years while licensed and other intangibles are amortized over a weighted-average estimated useful life of 6 years.

Other business acquisitions

Additionally, during the nine-month period ended December 31, 2015, the Company completed six acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company. Three of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision plastics and molding within the HRS segment, two of them strengthened capabilities in the consumer electronics market within the CTG segment, and the last one strengthened capabilities in the household industrial and lifestyle market within the IEI segment. The Company paid $42.1 million, net of $0.7 million of cash held by the targets. The Company acquired $13.9 million of property and equipment, assumed liabilities of $27.3 million and recorded goodwill and intangibles of $39.6 million.

The results of operations for each of the acquisitions completed in fiscal year 2016 were included in the Company’s consolidated financial results beginning on the date of each acquisition. The total amount of net income for the acquisitions completed in fiscal year 2016, collectively, were $29.5 million and $34.4 million, for the three-month and nine-month periods ended December 31, 2015, respectively. The total amount of revenue of these acquisitions, collectively, was not material to the Company’s consolidated financial results for the three-month and nine-month periods ended December 31, 2015.

On a pro-forma basis, and assuming the acquisitions occurred on the first day of the prior comparative period, or April 1, 2014, net income would have been estimated to be $116.6 million and $341.6 million for the three-month and nine-month periods ended December 31, 2015, respectively. Pro-forma net income would have been estimated to be $146.9 million and $436.4 million for the three-month and nine-month periods ended December 31, 2014, respectively. The estimated pro-forma net income for all periods presented does not include the $39.3 million tax benefit for the release of the valuation allowance on deferred tax assets relating to the NEXTracker acquisition, recognized in the three and nine-month period ended December 31, 2015 as discussed further in note 14, to promote comparability. Pro-forma revenue for the acquisitions in fiscal year 2016 has not been presented because the effect, collectively, was not material to the Company’s consolidated revenues for all periods presented.

The Company is in the process of evaluating the fair value of the assets and liabilities related to business combinations completed during the recent periods. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement periods.