Business Combinations and Investments, Goodwill and Acquired Intangible Assets

3 Months Ended

Mar. 31, 2013

Business Combinations and Investments, Goodwill and Acquired Intangible Assets [Abstract]

Business Combinations and Investments, Goodwill and Acquired Intangible Assets

Business Combinations and Investments, Goodwill and Acquired Intangible Assets

Teledyne spent $69.7 million and $34.9 million on acquisitions in the first three months of 2013 and 2012, respectively.

On March 1, 2013 Teledyne acquired RESON A/S (“RESON”) for $69.7 million, net of cash acquired. RESON, headquartered in Slangerup, Denmark, provides multibeam sonar systems and specialty acoustic sensors for hydrography, global marine infrastructure and offshore energy operations. RESON had sales of €50.8 million for its fiscal year ended December 31, 2012 and is part of the Instrumentation segment.

On February 25, 2012, Teledyne acquired VariSystems Inc. (“VariSystems”) for $34.9 million, net of cash acquired. Teledyne paid a $1.4 million purchase price adjustment in the second quarter of 2012. VariSystems, headquartered in Calgary, Alberta, Canada, supplies custom harsh environment interconnects used in energy exploration and production. VariSystems is part of the Aerospace and Defense Electronics segment.

Teledyne funded the purchases primarily from borrowings under its credit facility and cash on hand. The results of these acquisitions have been included in Teledyne's results since the dates of the respective acquisitions.

For a description of the Company’s other acquisition activity for the year ended December 30, 2012, please refer to Note 3 of the Teledyne 2012 Form 10-K.

Teledyne’s goodwill was $1,014.8 million at March 31, 2013 and $990.2 million at December 30, 2012. The increase in the balance of goodwill in 2013 resulted from the RESON acquisition partially offset by the impact of exchange rate changes. Teledyne’s net acquired intangible assets were $280.1 million at March 31, 2013 and $265.7 million at December 30, 2012. The increase in the balance of acquired intangible assets in 2013 resulted from the RESON acquisition, partially offset by amortization and the impact of exchange rate changes. The Company’s cost to acquire RESON has been allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the completion of the acquisition. The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities acquired has been recorded as goodwill. The Company has completed the process of specifically identifying the amounts assigned to assets and liabilities and acquired intangible assets and the related impact on goodwill for the RESON acquisition.

The following is a summary at the acquisition date of the estimated fair values allocated to the assets acquired and liabilities assumed for the RESON acquisition made in 2013 (in millions):

Current assets	$	25.9
Property, plant and equipment	3.8
Goodwill	35.1
Acquired intangible assets	25.5
Current liabilities	(15.6		)
Long-term liabilities	(5.0		)
Net assets acquired	$	69.7

The following table is a summary at the acquisition date of the acquired intangible assets and weighted average useful life in years for the RESON acquisition made in 2013 (dollars in millions):

Intangibles subject to amortization	Amount		Weighted Average Useful Life in Years
Proprietary Technology	$	10.3	10.0
Customer List/Relationships	6.8		12.0
Backlog	0.4		0.8
Total intangibles subject to amortization	17.5		9.5
Intangibles not subject to amortization
Trademarks and trade names	8.0		n/a
Total intangibles not subject to amortization	8.0
Total acquired intangible assets	$	25.5