XML 71 R35.htm IDEA: XBRL DOCUMENT v3.22.4
Acquisitions, Divestitures and Other Arrangements (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Fair Value Assets Acquired and Liabilities Assumed The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at August 27, 2021
Cash and cash equivalents$31 
Other net working capital13 
Property and equipment33 
Intangible assets, primarily acquired in-process research and development (IPR&D)333 
Deferred income taxes, net(30)
Total identifiable net assets380 
Goodwill35 
Settlement of liability related to previous license agreement29 
Total consideration transferred$444 
The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at August 1, 2020
Cash and cash equivalents$169 
Accounts receivable10 
Inventories487 
Prepaid expenses and other current assets60 
Property and equipment315 
Intangible assets:
Acquired in-process research and development 65 
Marketed products3,740 
Assets held for sale138 
Accounts payable and accrued liabilities(237)
Accrued retirement benefits(220)
Other noncurrent assets and liabilities - net (878)
Total identifiable net assets3,649 
Goodwill3,129 
Total consideration transferred$6,778 
Schedule of Purchase Consideration
Total consideration transferred to Bayer and its subsidiaries for the acquisition is summarized as follows:
Cash consideration (1)
$5,054 
Fair value of Elanco common stock (2)
1,724 
Fair value of total consideration transferred$6,778 
(1)Includes initial cash consideration of $5,170 million less working capital and tax adjustments of $116 million.
(2)Represents the acquisition date fair value of 73 million shares of Elanco common stock at $23.64 per share. Per the terms of the stock and asset purchase agreement, the number of shares was based on approximately $2.3 billion divided by the 20-day volume-weighted average stock price as of the last day of trading before the closing of the acquisition (but subject to a 7.5% symmetrical collar centered on the baseline share number of approximately $2.3 billion divided by an initial share price of $33.60).
Schedule of Pro Forma Information
The following table presents the estimated unaudited pro forma combined results of Elanco and Bayer Animal Health for the year ended December 31, 2020 as if the acquisition had occurred on January 1, 2019:
2020
Revenue$4,439 
Loss before income taxes
(680)
Schedule of Divestitures Activities
Assets considered held for sale in connection with the above divestitures were included in the respective line items on the consolidated balance sheet as follows:
December 31, 2021
Inventories$31 
Property and equipment, net50 
Total assets held for sale$81