Acquisitions

9 Months Ended

Sep. 30, 2019

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



In millions	Neovia			FCC			Ziegler			Gleadell			Total
Working capital	$	104		$	40		$	18		$	(6	)	$	156
Property, plant, and equipment	384			17			3			13			417
Goodwill	739			85			23			10			857
Other intangible assets	679			29			35			—			743
Other long-term assets	83			—			—			9			92
Long-term liabilities	(297		)	(1		)	(10		)	(11		)	(319		)
Aggregate cash consideration, net of cash acquired, plus acquisition-date fair value of previously held equity interest	$	1,692		$	170		$	69		$	15		$	1,946

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 $857 million preliminarily allocated to goodwill, $90 million is expected to be deductible for tax purposes.

The Company recognized pre-tax gains of $4 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	$	216	$	10	$	4	$	230
Customer lists	10	to	20	304		15		5		324
Other intellectual property	6	to	11	159		4		26		189
Total other intangible assets acquired				$	679	$	29	$	35	$	743

The Neovia, FCC, and Ziegler 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 these acquisitions are reported in the Nutrition segment.