Acquisitions

6 Months Ended

Jun. 30, 2019

The Company acquired Neovia SAS (Neovia), Florida Chemical Company (FCC), and the Ziegler Group (Ziegler) in January 2019, March 2019, and May 2019, respectively. These 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 Neovia, FCC, and Ziegler are reported in the Nutrition segment.

During the six months ended June 30, 2019, the Company acquired Neovia, FCC, Ziegler, and the remaining 50% interest in Gleadell Agriculture Ltd (Gleadell), for aggregate consideration of $2.0 billion in cash. The aggregate consideration of these acquisitions, net of $95 million in cash acquired, plus the acquisition-date value of the Company’s previously held equity interest in Gleadell of $15 million, were allocated as follows, subject to final measurement period adjustments:



In millions	Neovia			FCC		Ziegler			Gleadell			Total
Working capital	$	103		$	40	$	20		$	(6	)	$	157
Property, plant, and equipment	405			17		3			13			438
Goodwill	731			90		27			10			858
Other intangible assets	659			23		24			—			706
Other long-term assets	82			—		1			9			92
Long-term liabilities	(289		)	—		(7		)	(11		)	(307		)
Aggregate cash consideration, net of cash acquired, plus acquisition-date fair value of previously held equity interest	$	1,691		$	170	$	68		$	15		$	1,944

Goodwill allocated in connection with the acquisitions is primarily attributable to synergies expected to arise after the Company’s acquisition of the businesses. Of the $858 million preliminarily allocated to goodwill, $90 million is expected to be deductible for tax purposes.

The Company recognized pre-tax gains of $3 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 preliminary 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 finite lives:
Trademarks/brands	5	to	15	$	215	$	7	$	3	$	225
Customer lists	10	to	20	306		12		5		323
Developed technology	6	to	11	138		4		16		158
Total other intangible assets acquired				$	659	$	23	$	24	$	706