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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.