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Acquisitions and Divestitures
6 Months Ended
Jun. 30, 2011
Acquisitions And Divestitures Disclosure Abstract  
Mergers Acquisitions And Dispositions Disclosures Text Block

Note 3. Acquisitions and Divestitures

 

 

In June 2011, the Company entered into a definitive agreement to acquire EMS Technologies, Inc. (EMS), a leading provider of connectivity solutions for mobile networking, rugged mobile computers, and satellite communications for $33 per share in cash (or an aggregate purchase price of approximately $491 million, net of cash acquired) pursuant to a tender offer.  EMS is a US public company which operates globally and had reported 2010 revenues of approximately $355 million. EMS's board has unanimously recommended the tender offerThe completion of the tender offer is subject to certain conditions, including, among others, the valid tendering without withdrawal of EMS shares representing at least a majority of the outstanding shares of EMS common stock on a fully-diluted basis and the receipt of regulatory approvals.  We expect to complete the acquisition of EMS in the third quarter of 2011 and to fund the acquisition with available cash and the issuance of commercial paper. EMS will be integrated into our Automation and Control Solutions and Aerospace Segments.

In January 2011, the Company entered into a definitive agreement to sell its Consumer Products Group business to Rank Group Limited for approximately $950 million.  The Company has received all necessary regulatory approvals for the transaction, which is expected to close in the third quarter of 2011.  We currently estimate that the transaction will result in a pre-tax gain of approximately $300 million, approximately $150 million net of tax.  The sale of CPG, within the Transportation Systems segment, is consistent with the Company's strategic focus on its portfolio of differentiated global technologies.

The Company has reported CPG as a discontinued operation as of June 30, 2011. Accordingly, the results of operations for all periods presented have been reclassified to reflect the business as a discontinued operation and the assets and liabilities of the business have been reclassified as held for sale for the periods presented. The net income attributable to the non-controlling interest for the discontinued operations is insignificant.

The key components of income from discontinued operations related to CPG were as follows:

  Three Months Ended  Six Months Ended
  June 30,  June 30,
  2011  2010  2011  2010
Net sales$234 $235 $470 $475
Costs, expenses and other 184  182  370  373
Selling, general and administrative expense 28  27  49  48
Other expense 1  1  1  1
Income before taxes 21  25  50  53
Tax expense 7  9  18  19
Net income from discontinued operations after           
taxes$14 $16 $32 $34
            

The components of assets and liabilities classified as discontinued operations and included in other current assets and other current liabilities related to the CPG business consisted of the following:
       
  June 30,  December 31, 
  2011  2010 
Accounts, notes and other receivables$195 $227 
Inventories 156  136 
Property, plant and equipment - net 111  116 
Goodwill and other intangibles - net 359  359 
Other 5  3 
Total assets$826 $841 
Accounts payable$145 $145 
Accrued and other liabilities 37  45 
Total liabilities$182 $190