XML 27 R10.htm IDEA: XBRL DOCUMENT
v3.20.4

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
Acquisitions | AcquisitionsOperating results of acquisitions are included in the Company’s financial statements from the date of acquisition and were not significant for the year ended December 31, 2020. Goodwill allocated in connection with the acquisitions is primarily attributable to synergies expected to arise after the Company’s acquisition of the businesses. Fiscal year 2020 acquisitions During the year ended December 31, 2020, the Company acquired Yerbalatina and the remaining 70% interest in Anco Animal Nutrition Competence GmbH (“Anco”) for an aggregate cash consideration of $15 million. The aggregate cash consideration of these acquisitions plus the $3 million acquisition-date value of the Company’s previously held equity interest in Anco, were allocated as follows:
| (In millions)
Working capital | $ | 16 |
Property, plant, and equipment | 1 |
Goodwill | 2 |
Long-term liabilities | (1) |
Aggregate cash consideration plus acquisition-date fair value of previously held equity interest | $ | 18 |
The Company recognized a pre-tax gain of $2 million on the Anco transaction, representing the difference between the carrying value and acquisition-date fair value of the Company’s previously held equity interest. 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). Fiscal year 2019 acquisitions During the year ended December 31, 2019, the Company acquired Neovia SAS (“Neovia”), Florida Chemical Company (“FCC”), The Ziegler Group (“Ziegler”), and the remaining 50% interest in Gleadell Agriculture Ltd (“Gleadell”), for an aggregate cash consideration of $2.0 billion. The aggregate cash consideration of these acquisitions, net of $95 million in cash acquired, plus the $15 million acquisition-date value of the Company’s previously held equity interest in Gleadell, was allocated as follows:
(In millions) | Neovia | FCC | Ziegler | Gleadell | Total
Working capital | $ | 108 |  | $ | 31 |  | $ | 18 |  | $ | (6) |  | $ | 151 |
Property, plant, and equipment | 384 |  | 17 |  | 3 |  | 13 |  | 417 |
Goodwill | 773 |  | 94 |  | 23 |  | 10 |  | 900 |
Other intangible assets | 669 |  | 29 |  | 35 |  | — |  | 733 |
Other long-term assets | 83 |  | — |  | — |  | 9 |  | 92 |
Long-term liabilities | (325) |  | (1) |  | (10) |  | (11) |  | (347) |
Aggregate cash consideration, net of cash acquired, plus acquisition-date fair value of previously held equity interest | $ | 1,692 |  | $ | 170 |  | $ | 69 |  | $ | 15 |  | $ | 1,946 |
Of the $900 million allocated to goodwill, $94 million is expected to be deductible for tax purposes. The Company recognized a pre-tax gain of $4 million on the Gleadell transaction, representing the difference between the carrying value and acquisition-date fair value of the Company’s previously held equity interest. 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). The following table sets forth the fair values and the useful lives of the other intangible assets acquired.
| Useful Lives | Neovia | FCC | Ziegler | Total
| (In years) | (In millions)
Intangible assets with indefinite lives: |  |  |  |  |  |  |
Trademarks/brands |  |  |  | $ | 194 |  | $ | — |  | $ | — |  | $ | 194 |
Intangible assets with finite lives: |  |  |  |  |  |  |
Trademarks/brands | 5 | to | 15 | 12 |  | — |  | 4 |  | 16 |
Customer lists | 10 | to | 20 | 304 |  | 15 |  | 5 |  | 324 |
Other intellectual property | 6 | to | 10 | 159 |  | 14 |  | 26 |  | 199 |
Total other intangible assets acquired |  |  |  | $ | 669 |  | $ | 29 |  | $ | 35 |  | $ | 733 |
The Neovia, FCC, and Ziegler acquisitions are in line with the Company’s strategy to become one of the world’s leading nutrition companies. The post-acquisition financial results of these acquisitions are reported in the Nutrition segment. Fiscal year 2018 acquisitions During the year ended December 31, 2018, the Company acquired Probiotics International Limited (also known as Protexin), a British-based provider of probiotic supplements for human, pet, and production-animal uses, Rodelle Inc., a premium originator, processor and supplier of vanilla products, and certain soybean origination, crushing, refining, and bottling assets of Brazil-based Algar Agro, for an aggregate cash consideration of $506 million. The aggregate cash consideration of these acquisitions, net of $42 million in cash acquired, was allocated as follows:
| (In millions)
Working capital | $ | 30 |
Property, plant, and equipment | 133 |
Goodwill | 187 |
Other intangible assets | 132 |
Other long-term assets | 6 |
Deferred tax liabilities | (15) |
Noncontrolling interest | (9) |
Aggregate cash consideration, net of cash acquired | $ | 464 |
The acquisitions of Protexin and Rodelle Inc. expand the Company’s wide portfolio of health and wellness offerings for both human and animal nutrition consumers.

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://fasb.org/us-gaap/role/ref/legacyRef -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