Acquisitions (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Purchase Price Consideration and Assets and Liabilities Assumed

Purchase Price

The following table summarizes the aggregate purchase price consideration paid to acquire N&B (in millions, except share and per share data):


(DOLLARS IN MILLIONS)
Fair value of common stock issued to DuPont stockholders(1)	$	15,929
Fair value attributable to pre-merger service for replacement equity awards(2)	25

Total purchase consideration	$	15,954

_______________________

(1)The fair value of common stock issued to DuPont stockholders represents 141,740,461 shares of the Company's common stock determined based on the number of fully diluted shares of IFF common stock, immediately prior to the Closing Date, multiplied by the quotient of 55.4%/44.6% and IFF common stock closing share price of $112.38 on the New York Stock Exchange on the Closing Date.

(2)At the time of the Transactions, each outstanding stock option, cash-settled stock appreciation right (“SAR”), restricted stock unit (“RSU”) award, and restricted stock award (“RSA”) with respect to DuPont common stock held by employees of N&B were canceled and converted into similar classes of equity awards of IFF’s Class A Common Stock. Further, each outstanding Performance Share Unit (“PSU”) award with respect to DuPont common stock held by employees of N&B were canceled and converted into IFF’s RSU awards. The conversion was based on the ratio of the volume-weighted average per share closing price of DuPont stock on the twenty trading days prior to the Closing Date and IFF’s stock on the twenty trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger (see Note 10 for additional information).

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed:


(DOLLARS IN MILLIONS)	Preliminary Estimated Fair Value
Cash and cash equivalents	$	207
Receivables	962
Inventory	1,615
Prepaid expenses and other current assets	342
Property, plant and equipment	3,242
Deferred income taxes	75
Intangible assets	9,176
Other assets	702
Accounts payable and accrued liabilities	(1,028)
Accrued payroll and employee benefits	(163)
Deferred tax liabilities	(2,369)
Long-term debt	(7,636)
Other long-term liabilities	(907)
Total identifiable net assets assumed	4,218
Non-controlling interest	(26)
Goodwill	11,762
Preliminary purchase price	$	15,954

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The estimated preliminary fair value and useful lives of the identifiable intangible assets are as follows:


(DOLLARS IN MILLIONS)	Estimated Amounts		Estimated Useful Lives



Finite lived intangible assets
Trade names	$	301	4 to 13 years
Customer relationships	6,745		13 to 25 years
Technological know-how	2,130		7 to 11 years
Total	$	9,176

Business Acquisition, Pro Forma Information

The unaudited pro forma results for the three months ended March 31, 2021 were as follows:


	Three Months Ended March 31,
(DOLLARS IN MILLIONS)	2021		2020
Unaudited pro forma net sales	$	2,972	$	2,898
Unaudited pro forma net income (loss) attributable to the Company	219		(201)