XML 26 R9.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | Acquisitions Operating results of acquisitions are included in the Company’s financial statements from the date of acquisition. Fiscal Year 2017 acquisitions During the year ended December 31, 2017, the Company acquired Crosswind Industries, Inc., Chamtor SA, a 51% controlling interest in Industries Centers, and an 89% controlling interest in Biopolis SL for an aggregate consideration of $194 million in cash. The aggregate purchase price of these acquisitions, net of cash acquired of $7 million, was preliminarily allocated as follows:
| (In millions)
Working capital | $ | 19 |
Property, plant, and equipment | 116 |
Goodwill | 33 |
Other intangible assets | 47 |
Other long-term assets | 8 |
Long-term debt | (8 | )
Other long-term liabilities | (16 | )
Noncontrolling interest | (12 | )
Aggregate cash purchase price, net of cash acquired | $ | 187 |
The Company records the remaining 49% in Industries Centers and 11% in Biopolis SL in temporary equity - redeemable noncontrolling interest and noncontrolling interest, respectively. Fiscal Year 2016 acquisitions During the year ended December 31, 2016, the Company acquired a 90% interest in Harvest Innovations, an industry leader in minimally processed, expeller-pressed soy proteins, oils, and gluten-free ingredients; a 50% interest in Cairo-based Medsofts Group, a joint venture that owns and manages merchandising and supply chain operations; Caterina Foods, a leading toll manufacturer of specialty gluten-free and high-protein pastas; and a Casablanca, Morocco-based corn wet mill that produces glucose and native starch for an aggregate cost of $141 million in cash. The aggregate purchase price of these acquisitions, net of cash acquired of $11 million, was preliminarily allocated as follows:
| (In millions)
Working capital | $ | 15 |
Property, plant, and equipment | 23 |
Goodwill | 72 |
Other intangible assets | 41 |
Other long-term assets | 34 |
Long-term liabilities | (17 | )
Noncontrolling interest | (38 | )
Aggregate cash purchase price, net of cash acquired | $ | 130 |
The remaining 10% interest in Harvest Innovations is recorded in other long-term liabilities and accounted for as a mandatorily redeemable interest which the Company has agreed to acquire following two years of operations. The Company has an option three years from the date of acquisition to acquire the remaining 50% interest in Medsofts Group based on a fixed multiple of earnings before taxes, interest, and depreciation and amortization for the last twelve months of this three-year period. If the Company does not elect to exercise its option, the noncontrolling interest holder has the option to put the 50% interest to the Company on similar, though discounted, terms. The Company records the 50% remaining interest in temporary equity - redeemable noncontrolling interest. The finalization of the purchase price allocations related to these acquisitions did not result in material adjustments in 2017. Fiscal Year 2015 acquisitions On November 2, 2015, the Company completed the acquisition of the remaining 50 percent interest in Eaststarch C.V. The acquisition includes corn wet mills in Bulgaria and Turkey and a 50 percent stake in a wet mill in Hungary enhancing the Company’s capabilities to serve customers around the world. The 2015 post acquisition financial results of Eaststarch C.V. are reported in the Corn Processing segment. During the year ended December 31, 2015, the Company acquired four businesses, including the remaining interest in Eaststarch C.V. described above, for a total cost of $508 million. The purchase price, net of cash acquired of $29 million, plus the acquisition-date fair values of the Company’s previously held equity interests of $385 million in Eaststarch C.V. and $64 million in North Star Shipping and Minmetal included in Others below, were preliminarily allocated as follows:
(In millions) | Eaststarch C.V. | Others | Total
Trade receivables | $ | 27 |  | $ | 25 |  | $ | 52 |
Inventories | 47 |  | 15 |  | 62 |
Other current assets | 24 |  | 6 |  | 30 |
Investments in and advances to affiliates | 193 |  | — |  | 193 |
Goodwill | 132 |  | 119 |  | 251 |
Other intangible assets | 166 |  | 161 |  | 327 |
Property, plant, and equipment | 126 |  | 73 |  | 199 |
Other assets | — |  | 15 |  | 15 |
Trade payables | (16 | ) | (13 | ) | (29 | )
Accrued expense and other payables | (24 | ) | (13 | ) | (37 | )
Long-term debt | — |  | (43 | ) | (43 | )
Deferred income taxes | (32 | ) | (38 | ) | (70 | )
Other liabilities | (22 | ) | — |  | (22 | )
Total purchase price, net of cash acquired, plus acquisition date fair values of previously held equity interests | $ | 621 |  | $ | 307 |  | $ | 928 |
In the year ended December 31, 2015, the Company recognized pre-tax gains of $185 million on the Eaststarch C.V. transaction and $27 million on the North Star Shipping and Minmetal transaction included in Others above, representing the difference between the carrying values and acquisition-date fair values of the Company’s previously held equity interests. The acquisition date fair value was determined based on a discounted cash flow analysis using market participant assumptions (a Level 3 measurement under applicable accounting standards). Goodwill recorded in connection with the acquisitions is primarily attributable to the synergies expected to arise after the Company’s acquisition of the businesses. The following table sets forth the preliminary fair values and weighted average useful lives of the other intangible assets acquired.
| Weighted Average |  |  |
| Useful Life | Eaststarch C.V. | Others | Total
| (In years) | (In millions)
Intangible assets with indefinite lives: |  |  |  |
Trademarks/brands |  | $ | — |  | $ | 5 |  | $ | 5 |
Intangible assets with finite lives: |  |  |  |
Land rights | 33 | — |  | 122 |  | 122 |
Customer lists | 15 | 166 |  | 31 |  | 197 |
Recipes and other | 5 | — |  | 3 |  | 3 |
Total other intangible assets acquired |  | $ | 166 |  | $ | 161 |  | $ | 327 |
The Company’s consolidated statement of earnings for the year ended December 31, 2015 includes the post acquisition results of the acquired businesses which were immaterial. The 2016 finalization of the purchase price allocation related to the acquisition of Eaststarch C.V. resulted in increases in goodwill and other intangibles of $38 million and $4 million, respectively, with a corresponding decrease in other long-term liabilities. The finalization of the purchase price allocations related to the other acquisitions did not result in material adjustments in 2016.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration