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Acquisitions | 12 Months Ended
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Dec. 31, 2020
Acquisitions |
Acquisitions | Note 11—Acquisitions ​ During the year ended December 31, 2020, the Company completed two acquisitions, each included in the Interconnect Products and Assemblies segment, for $50.4, net of cash acquired. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. The Company anticipates that the final assessments of values will not differ materially from the preliminary assessments. The operating results of the 2020 acquisitions have been included in the Consolidated Statements of Income for the year ended December 31, 2020, since their respective dates of acquisition. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ In January 2019, the Company acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., for approximately $400, net of cash acquired, plus a performance-related contingent payment. SSI, which is headquartered in the United States (Wisconsin), is a leading designer and manufacturer of sensors and sensing solutions for the global automotive and industrial markets. The SSI acquisition was not material to the Company. The contingent consideration payment was based on certain 2019 revenue and profitability levels of SSI. The Company determined the fair value of this liability using Level 3 unobservable inputs, such as probability weighted payout projections, and is classified as Level 3 in the fair value hierarchy (Note 5). The calculation of the contingent consideration was finalized in the first quarter of 2020 as $75.0, based on actual financial data used for inputs, and was paid in the second quarter of 2020. The contingent consideration was recorded in Other accrued expenses on the accompanying Consolidated Balance Sheets as of December 31, 2019. ​ During the year ended December 31, 2019, the Company completed nine acquisitions, including SSI, for $937.4, net of cash acquired. All but one of the acquisitions were included in the Interconnect Products and Assemblies segment. The 2019 acquisitions resulted in the recognition, in 2019, of $784.6 of goodwill and $111.8 of definite-lived intangible assets, primarily related to customer relationships and proprietary technology, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit, with the vast majority having useful lives ranging from 5 to 10 years. 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 other intangible assets acquired that do not qualify for separate recognition. The Company expects that approximately $455 of the goodwill recognized from acquisitions in 2019 will be deductible for tax purposes. The Company has completed its analyses of the fair value of the assets acquired and liabilities assumed for all 2019 acquisitions. The operating results of the 2019 acquisitions have been included in the Consolidated Statements of Income for the years ended December 31, 2020 and 2019, since their respective dates of acquisition. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ During the year ended December 31, 2018, the Company completed three acquisitions, all in the Interconnect Products and Assemblies segment, for $158.9, net of cash acquired. The Company has completed its analyses of the fair value of the assets acquired and liabilities assumed for all 2018 acquisitions. The acquisitions in 2018 were not material, either individually or in the aggregate, to the Company’s financial results, and therefore, pro forma financial information related to these acquisitions has not been presented. ​ Acquisition of MTS Systems Corporation (“MTS”) ​ On December 9, 2020, Amphenol announced that the Company entered into a definitive agreement under which Amphenol will acquire MTS Systems Corporation (Nasdaq: MTSC) (“MTS”) for $58.50 per share in cash, or approximately $1,700, net of cash acquired and including the assumption of outstanding debt and liabilities. MTS, which is headquartered in the state of Minnesota in the United States, is a leading global supplier of precision sensors, advanced test systems and motion simulators. MTS is organized into two business segments: Sensors and Test & Simulation. The Sensors segment represents a highly complementary offering of high-technology, harsh environment sensors sold into diverse end markets and applications. The Company expects the MTS acquisition to further expand our range of sensor and sensor-based products across a wide array of industries. The definitive agreement to acquire MTS has been unanimously approved by the boards of both companies and is expected to close by the middle of 2021, subject to certain regulatory approvals, approval from MTS’s shareholders and other customary closing conditions. Amphenol expects to fund the MTS acquisition through a combination of cash and cash equivalents on hand, along with borrowings under our existing revolving credit or commercial paper facilities. ​ On January 19, 2021, the Company announced that it has entered into an agreement to sell the MTS Test & Simulation business to Illinois Tool Works Inc. (NYSE: ITW). The sale of this business is expected to close following the anticipated closing of our acquisition of MTS, subject to certain regulatory approvals and other customary closing conditions. ​ Acquisitions Subsequent to Year-end ​ In January 2021, the Company also completed two acquisitions, each in the Interconnect Products and Assemblies segment, for approximately $145, net of cash acquired. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. These acquisitions, which were funded using cash and cash equivalents on hand, are not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition-related Expenses ​ In 2020, the Company incurred approximately $11.5 ($10.7 after-tax) of acquisition-related expenses, primarily comprised of external transaction costs related to acquisitions that were announced or closed. In 2019, the Company incurred approximately $25.4 ($21.0 after-tax) of acquisition-related expenses, primarily comprised of the amortization of $15.7 related to the value associated with acquired backlog (of which $12.5 related to the SSI acquisition), with the remainder representing external transaction costs. In 2018, the Company incurred approximately $8.5 ($7.2 after-tax) of acquisition-related expenses related to external transaction costs. Such acquisition-related expenses are separately presented in the accompanying Consolidated Statements of Income.

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