Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Red Collar Pet Foods

On September 30, 2022, the Company acquired a business, which operates three dry pet food manufacturing plants in the United States, from Red Collar Pet Foods Holdings, Inc. and Red Collar Pet Foods Holdings, L.P. (collectively, “Red Collar Pet Foods”) for cash consideration of $727 in order to further support the global growth of its Hill’s Pet Nutrition business. The acquisition was financed with a combination of debt and cash and accounted for as a business combination in accordance with ASC 805.

The total purchase price of $727 has been allocated to the net assets acquired based on their respective estimated fair values as follows:

Inventories	$	29
Property, plant and equipment	372
Goodwill	407
Current liabilities	(3)
Intangible liability	(16)
Deferred income taxes	(62)
Fair value of net assets acquired	$	727

Goodwill of $407 was allocated to the Pet Nutrition segment. Goodwill will not be deductible for tax purposes.

The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above. The Company expects to finalize the purchase price allocation no later than third quarter of 2023.

Pro forma results of operations have not been presented as the impact on the Company’s Condensed Consolidated Financial Statements is not material.

Nutriamo S.r.l.

On April 28, 2022, the Company acquired the manufacturing assets of Nutriamo S.r.l. (“Nutriamo”), a canned pet food manufacturer based in Italy, which gives the Company additional capacity for the Hill’s wet pet nutrition diets, particularly in Europe. This acquisition was accounted for as a business combination in accordance with ASC 805. The impact of this acquisition on the Company’s Consolidated Financial Statements was not material.