Lockheed Martin 2005 Annual Report Download - page 29
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LockheedMartinCorporation
Wecontinuouslystrivetostrengthenourportfolioofproducts
andservicestomeetthecurrentandfutureneedsofourcus-
tomers. We accomplish this not only internally, through our
independent research and development activities, but also
throughacquisitions.Weselectivelypursuetheacquisitionof
businessesandinvestmentsthatcomplementourcurrentport-
folioandallowexpansionintoadjacentproductlinesoraccess
to new technologies. We have made a number of such niche
acquisitionsofbusinessesduringthepastseveralyears.Over
thelastfiveyears,wehavecompleted10suchacquisitionsfor
an aggregate purchase price of approximately $1.5 billion.
Conversely,wemayalsoexplorethesaleofbusinesses,invest-
mentsandsurplusrealestate.Ifweweretodecidetosellany
suchbusinessesorrealestate,theresultinggains,ifany,would
be recorded when the transactions are consummated and
losses,ifany,wouldberecordedwhenthevalueoftherelated
assetisdeterminedtobeimpaired.
In 2005, we completed the purchase of The SYTEX Group,
Inc.(SYTEX).Thetotalpurchaseprice,includingtransaction-
relatedcosts,wasapproximately$480million.Approximately
$380millionofthepurchasepricewaspaidincashatclosing,
withmostofthe remainderpayable in2006. Theacquisition
wasaccounted forunderthe purchasemethodofaccounting.
Purchaseaccountingadjustmentswererecordedbyallocating
thepurchasepricetotheassetsacquiredandliabilitiesassumed
based on their estimated fair values, and included recording
goodwillof$395million,ofwhich$360millionwillbeamor-
tized for tax purposes. The acquisition expands the
Corporation’sinformationtechnologysolutionsandtechnical
support services businesses with the DoD and other federal
agencies. The operations of SYTEX are included in the
Information&TechnologyServicesbusinesssegment.
In 2005,wealsocompletedtheacquisitionsofSTASYS
Limited,aU.K.-basedtechnologyandconsultingfirmspecial-
izinginnetworkcommunicationsanddefenseinteroperability;
INSYS Group Limited, a U.K.-based diversified supplier of
military communications systems, weapons systems and
advancedanalysisservices;andCoherentTechnologies,Inc.,
aU.S.-basedsupplierofhigh-performance,laser-basedremote
sensingsystems.Theaggregatecashpurchasepriceforthese
three acquisitions was $180 million. Purchase accounting
adjustmentsincludedrecordingcombinedgoodwillof$164mil-
lion.Theseacquisitions werenotmaterialtoour consolidated
resultsofoperationsfor2005.InJanuary2006,weacquired
Aspen Systems Corporation, a U.S.-based company that
providesa rangeofbusiness processand technologysolu-
tions primarily to civil agencies of the U.S. Government.
Thisacquisition isnotexpectedtohaveamaterialimpact
onconsolidatedresultsofoperations,financialpositionor
cashflows.
During2005and2004,wecontinuedtoexecutethestrategyto
monetizecertainofourequityinvestments,asfollows:
InJanuary2005,wecompletedthesaleofour25%inter-
estinIntelsat,Ltd.toaprivateequityfirmfor$18.75pershare,
or $752 million in total proceeds. The transaction resulted
in the recording of a gain, net of state income taxes, of $47
millioninotherincomeandexpenses,andanincreaseinnet
earningsof$31million($0.07pershare).
In June 2005, Inmarsat plc (Inmarsat), a company in
which we held a 14% interest, completed an initial public
offering (IPO) of 150 million of its ordinary shares on the
London Stock Exchange. The IPO had the effect of diluting
ourownershipto8.9%andwastheprimarydriverforourrec-
ognitionofa $42milliondeferred gain that was recorded in
2003 related to this investment. In October 2005, we sold
approximately16millionofourInmarsatsharesfor$89mil-
lion,furtherreducingourownershippercentageto5.3%.These
transactions resulted in the recording of gains, net of state
income taxes, totaling $126 million in other income and
expenses,andanincreaseinnetearningsof$82million($0.18
pershare).AtDecember31,2005,weheld24millionsharesof
Inmarsatwithatotalmarketvalueof$146million.InJanuary
2006,wesoldanadditional12millionsharesofInmarsatfor
$75million.Thegainisexpectedtoincrease2006netearnings
by$47million($0.11pershare).
In the fourth quarter of 2005, we completed the sale of
our interest in NeuStar, Inc. The transaction resulted in the
recordingofagain,netofstateincometaxes,of$30million
inotherincomeandexpenses,andanincreaseinnetearnings
of$19million($0.04pershare).