Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

During the nine months ended September 30, 2024, the Company acquired Revela Foods, LLC (“Revela”), a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions, Fuerst Day Lawson Ltd. (“FDL”), a UK-based leading developer and producer of premium flavor and functional ingredient systems, PT Trouw Nutrition Indonesia (“PT”), a leading provider of functional and nutritional solutions for livestock farming in Indonesia, and Totally Natural Solutions Ltd. (“TNS”), a UK-based hops flavoring producer, for an aggregate cash consideration of $948 million.

The aggregate cash consideration of these acquisitions, net of $12 million in cash acquired, was allocated as follows, subject to final measurement period adjustments (in millions).


	Revela		FDL		PT		TNS		Total
Working capital, net of cash acquired	$	50	$	10	$	5	$	2	$	67
Property, plant, and equipment	38		34		5		2		79
Goodwill	410		138		5		8		561
Other intangible assets	166		93		—		10		269
Other long-term assets	28		11		—		—		39
Long-term liabilities	(43)		(36)		—		—		(79)
Aggregate cash consideration, net of cash acquired	$	649	$	250	$	15	$	22	$	936

During the three months ended September 30, 2024, the Company recorded certain measurement period adjustments to its initial allocation of the purchase price related to the FDL acquisition, resulting in an increase to goodwill of $10 million. There was no impact on the Consolidated Statements of Earnings from this measurement period adjustment.

Goodwill recorded in connection with the acquisitions is primarily attributable to the synergies expected to arise after the Company’s acquisition of the businesses. Of the $561 million allocated to goodwill, $373 million is expected to be deductible for tax purposes.

These acquisitions add capabilities to the Company’s Nutrition segment. The Company’s Consolidated Statements of Earnings for the three and nine months ended September 30, 2024 includes the post-acquisition results of the acquired businesses which were immaterial.

The following table sets forth the fair values and the useful lives of the other intangible assets acquired.


	Useful Lives			Revela		FDL		TNS		Total
	(In years)			(In millions)



Intangible assets with finite lives:

Customer lists	10	to	18	$	124	$	73	$	8	$	205
Recipes and others	10	to	21	42		20		2		64
Total other intangible assets acquired				$	166	$	93	$	10	$	269