3M 2012 Annual Report Download - page 69
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2010 acquisitions:
During 2010, 3M completed ten business combinations. The purchase price paid for these business combinations (net of
cash acquired), contingent consideration paid for pre-2009 business combinations, and the impact of other matters (net)
during 2010 aggregated to $1.83 billion. In addition, the Company recorded a financed liability of 1.7 billion Japanese Yen
(approximately $18 million based on acquisition date exchange rates) as non-cash investing and financing activity, which
related to April 2010 acquisition of the A-One branded label business and related operations (discussed further below).
(1) In January 2010, 3M (Consumer and Office Business) purchased all of the outstanding shares of Incavas Industria de
Cabos e Vassouras Ltda., a manufacturer of floor care products based in Rio Grande do Sul, Brazil.
(2) In April 2010, 3M (Consumer and Office Business) purchased a majority stake in the A-One branded label business
and related operations, which is headquartered in Tokyo, Japan and has manufacturing, distribution and sales locations
around Japan. The terms of this acquisition included embedded mirroring put and call options for a fixed price and five-
year term with respect to the remaining minority shares. Accordingly, 3M recorded this business combination as an
acquisition of all outstanding interests with a corresponding five-year financed liability of 1.7 billion Japanese Yen relative
to the embedded put/call option as of the acquisition date. The Company records interest on this liability, which is
recorded in other liabilities, at an annual rate of 1%.
(3) In May 2010, 3M (Health Care Business) purchased certain assets of J.R. Phoenix Ltd., a manufacturer of hand
hygiene and skin care products for health care and professional use based in Kitchener, Ontario, Canada.
(4) In June 2010, 3M (Industrial and Transportation Business) purchased all of the outstanding shares of MTI PolyFab
Inc., a manufacturer of thermal and acoustic insulation for the aerospace industry. MTI PolyFab Inc. is based in
Mississauga, Ontario, Canada.
(5) In July 2010, 3M (Safety, Security and Protection Services Business) purchased all of the outstanding shares of Dailys
Limited, a supplier of non-woven disposable protective clothing, primarily chemical protective coveralls for industrial use.
Dailys Limited is based in Ellesmere Port, United Kingdom.
(6) In October 2010, 3M (Consumer and Office Business) purchased certain assets of Ross Outdoor Sports Specialties,
LLC, a Colorado-based manufacturer of fly fishing equipment and accessories.
(7) In October 2010, 3M (Health Care Business) purchased all of the outstanding shares of Hangzhou ORJ Medical
Instrument and Material Co., Ltd., a manufacturer of orthodontic supplies based in Hangzhou, China.
(8) In October 2010, 3M (Health Care Business) purchased all of the outstanding shares of Arizant Inc., a manufacturer of
patient warming solutions designed to prevent hypothermia in surgical settings based in Eden Prairie, Minnesota.
(9) In October 2010, 3M (Safety, Security and Protection Services Business) purchased all of the outstanding shares of
Attenti Holdings S.A., a Tel Aviv, Israel-based supplier of remote people-monitoring technologies used for offender-
monitoring applications and to assist eldercare facilities in monitoring and enhancing the safety of patients.
(10) In October 2010, 3M (Safety, Security and Protection Services Business) acquired a controlling interest in Cogent
Inc. via a tender offer, and in December 2010 completed a second-step merger for the same amount per outstanding
share as the tender offer, thereby acquiring the remaining noncontrolling interest in the company. Cogent Inc., based in
Pasadena, California, is a provider of finger, palm, face and iris biometric systems for governments, law enforcement
agencies, and commercial enterprises. The consideration paid in the preceding table includes $248 million related to the
December 2010 acquisition of the remaining noncontrolling interest in Cogent, Inc. Net assets acquired in the Cogent Inc.
transaction included $532 million of cash and marketable securities, as indicated in the preceding 2010 table.
Purchased identifiable intangible assets related to the acquisition activity in 2010 totaled $663 million. The associated
finite-lived intangible assets acquired in 2010 will be amortized generally on a straight-line basis over a weighted-average
life of 11 years (lives ranging from two 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.