NOTE 2. Acquisitions
3M makes acquisitions of certain businesses from time to time that the Company feels align with its strategic intent with respect to, among other factors, growth markets and adjacent product lines or technologies.
The impact on the consolidated balance sheet of the purchase price allocations related to acquisitions, including adjustments relative to other acquisitions within the allocation period, follows. Adjustments to previous acquisitions were not material and primarily related to changes in the preliminary allocations of purchase price of businesses acquired in the fourth quarter of 2010 and first quarter of 2011. The allocation of purchase price related to acquisitions in the first six months of 2011, primarily Winterthur Technologie AG (Winterthur), is considered preliminary, largely with respect to certain acquired intangible assets and tax-related assets and liabilities.
|
|
First Six Months 2011 Acquisition Activity |
|
(Millions)
Asset (Liability) |
|
Winterthur
Technologie AG |
|
Other
Acquisitions |
|
Total |
|
Accounts receivable |
|
$ |
43 |
|
$ |
38 |
|
$ |
81 |
|
Inventory |
|
76 |
|
26 |
|
102 |
|
Other current assets |
|
6 |
|
4 |
|
10 |
|
Property, plant, and equipment |
|
73 |
|
80 |
|
153 |
|
Purchased finite-lived intangible assets |
|
226 |
|
35 |
|
261 |
|
Purchased goodwill |
|
151 |
|
58 |
|
209 |
|
Accounts payable and other liabilities, net of other assets |
|
(76 |
) |
(35 |
) |
(111 |
) |
Interest bearing debt |
|
(79 |
) |
(7 |
) |
(86 |
) |
Deferred tax asset/(liability) |
|
(59 |
) |
(7 |
) |
(66 |
) |
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
361 |
|
$ |
192 |
|
$ |
553 |
|
Noncontrolling interest |
|
(56 |
) |
— |
|
(56 |
) |
Net assets acquired excluding noncontrolling interest |
|
$ |
305 |
|
$ |
192 |
|
$ |
497 |
|
|
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
|
|
|
Cash paid |
|
$ |
327 |
|
$ |
196 |
|
$ |
523 |
|
Less: Cash acquired |
|
32 |
|
4 |
|
36 |
|
Cash paid, net of cash acquired |
|
$ |
295 |
|
$ |
192 |
|
$ |
487 |
|
Non-cash |
|
10 |
|
— |
|
10 |
|
Net assets acquired excluding noncontrolling interest |
|
$ |
305 |
|
$ |
192 |
|
$ |
497 |
|
Goodwill resulting from business combinations is largely attributable to the existing workforce of the acquired businesses and synergies expected to arise after 3M’s acquisition of these businesses. In-process research and development associated with these business combinations were not material. Pro forma information related to acquisitions was not included because the impact on the Company’s consolidated results of operations was not considered to be material.
In addition to business combinations, 3M periodically acquires certain tangible and/or intangible assets and purchases interests in certain enterprises that do not otherwise qualify for accounting as business combinations. These transactions are largely reflected as additional asset purchase and investment activity.
During the six months ended June 30, 2011, 3M completed six business combinations. The purchase price paid for these business combinations (net of cash acquired) and the impact of other matters (net) during the six months ended June 30, 2011 aggregated to $487 million.
(1) In January 2011, 3M (Industrial and Transportation Business) purchased certain assets of Nida-Core Corp., a manufacturer of structural honeycomb core and fiber-reinforced foam core materials based in Port St. Lucie, Florida.
(2) In February 2011, 3M (Industrial and Transportation Business) announced that it completed its acquisition of all of the outstanding shares of Alpha Beta Enterprise Co. Ltd., a manufacturer of box sealing tape and masking tape headquartered in Taipei, Taiwan.
(3) In February 2011, 3M (Consumer and Office Business) purchased all of the outstanding shares of Hybrivet Systems Inc., a provider of instant-read products to detect lead and other contaminants and toxins, which is based in Natick, Massachusetts.
(4) In early March 2011, 3M (Industrial and Transportation Business) acquired a controlling interest in Winterthur via completion of a public tender offer. Winterthur, based in Zug, Switzerland, is a leading global supplier of precision grinding technology serving customers in the area of hard-to-grind precision applications in industrial, automotive, aircraft and cutting tools. As of the settlement date of the tendered shares (the business acquisition date), 3M owned approximately 86 percent of Winterthur shares via the tender and previous open market share purchases. The purchase price paid in the preceding table includes non-cash consideration of $10 million representing the business acquisition date fair value of shares previously owned by 3M as of December 31, 2010 and cash consideration paid, net of cash acquired, of $295 million for subsequently tendered and open market purchased shares through the business acquisition date. Following the business acquisition date, 3M also purchased additional outstanding shares of its consolidated Winterthur subsidiary, increasing 3M’s ownership interest to approximately 98 percent as of June 30, 2011 as discussed in Note 4.
(5) In April 2011, 3M (Electro and Communications Business) purchased all of the outstanding shares of AP&T Co. Ltd., based in Korea, which provides advanced sputtering and plating services, materials and manufacturing capabilities for flexible circuits for the mobile hand-held, touch-screen panel and display markets.
(6) In April 2011, 3M (Display and Graphics Business) purchased all of the outstanding shares of Original Wraps Inc., a company specializing in the creative business development, technology and design of personalization platforms for vehicles and vehicle accessories, which is based in Golden, Colorado.
Purchased identifiable finite-lived intangible assets related to acquisitions which closed in the first six months of 2011 totaled $261 million and will be amortized on a straight-line basis over a weighted-average life of 14 years (lives ranging from 3 to 17 years). Acquired identifiable intangible assets for which significant assumed renewals or extensions of underlying arrangements impacted the determination of their useful lives were not material. |