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Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
Purchase Price
The following table summarizes the aggregate purchase price consideration paid to acquire N&B (in millions, except share and per share data):
(DOLLARS IN MILLIONS)
Fair value of common stock issued to DuPont stockholders(1)
$15,929 
Fair value attributable to pre-merger service for replacement equity awards(2)
25 
Pension funding adjustment(3)
(12)
Total purchase consideration$15,942 
_______________________ 
(1)The fair value of common stock issued to DuPont stockholders represents 141,740,461 shares of the Company's common stock determined based on the number of fully diluted shares of IFF common stock, immediately prior to the Closing Date, multiplied by the quotient of 55.4%/44.6% and IFF common stock closing share price of $112.38 on the New York Stock Exchange on the Closing Date.
(2)At the time of the Transactions, each outstanding stock option, cash-settled stock appreciation right (“SAR”), restricted stock unit (“RSU”) award, and restricted stock award (“RSA”) with respect to DuPont common stock held by employees of N&B were canceled and converted into similar classes of equity awards of IFF’s Class A Common Stock. Further, each outstanding Performance Share Unit (“PSU”) award with respect to DuPont common stock held by employees of N&B were canceled and converted into IFF’s RSU awards. The conversion was based on the ratio of the volume-weighted average per share closing price of DuPont stock on the twenty trading days prior to the Closing Date and IFF’s stock on the twenty trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger (see Note 13 for additional information).
(3)The Merger related agreements provided that if the net pension balance of N&B as of the Closing Date differs from $220 million, such differential amount will be settled in cash. The Company has estimated the amount that it will receive and, accordingly, made an adjustment of $12 million to the total purchase consideration.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of February 1, 2021, presenting both the preliminary and final purchase price allocations:
(DOLLARS IN MILLIONS)Preliminary Estimated Fair Value as Reported in the First Quarter of 2021
Measurement Period Adjustments
(1)(2)
As Reported in the Fourth Quarter of 2021
Cash and cash equivalents$207 $(14)$193 
Receivables962 (9)953 
Inventory1,615 (25)1,590 
Prepaid expenses and other current assets342 32 374 
Property, plant and equipment3,242 (176)3,066 
Deferred income taxes75 8 83 
Intangible assets9,176 47 9,223 
Other assets702 116 818 
Accounts payable and accrued liabilities(1,028)(51)(1,079)
Accrued payroll and employee benefits(163)15 (148)
Deferred tax liabilities(3)
(2,369)(26)(2,395)
Long-term debt(7,636)— (7,636)
Other long-term liabilities(907)12 (895)
Total identifiable net assets assumed4,218 (71)4,147 
Non-controlling interest(26)4 (22)
Goodwill(4)
11,762 55 11,817 
Purchase price$15,954 $(12)$15,942 
_______________________
(1)The preliminary fair value purchase price allocation of the assets and liabilities acquired in the N&B Merger as reported in the first quarter of 2021 were updated during the nine months ended December 31, 2021 to reflect updated fair values for intangible assets, property, plant and equipment, equity method investments and inventory. In addition, the carrying amounts of certain assets and liabilities were updated based on additional analysis of acquired assets and liabilities that existed at the Closing Date.
(2)During the fourth quarter of 2021, the Company recorded an adjustment to reflect the receipt of approximately $53 million in cash from DuPont as a result of finalization of adjustments to the Special Cash Payment paid to DuPont by N&B, prior to the close of the Transactions.
(3)The change to deferred tax liabilities was primarily a result of the finalization of the jurisdictional allocation of the tangible and intangible assets. All measurement period adjustments were offset against goodwill.
(4)The cumulative impact of the adjustments during the nine months ended December 31, 2021 resulted in a $55 million increase to goodwill.
Schedule of intangible assets acquired
The fair value and useful lives of the identifiable intangible assets assumed as of February 1, 2021 are as follows:
(DOLLARS IN MILLIONS)AmountsUseful Lives
Indefinite lived intangible assets
In-process research and development$13 Indefinite
Finite lived intangible assets
Trade names261 
4 to 22 years
Customer relationships6,734 
11 to 27 years
Technological know-how2,194 
5 to 18 years
Other21 
2 years
Total finite lived intangible assets9,210 
Total$9,223 
Unaudited pro forma information
The unaudited pro forma results for the year ended December 31, 2021 and 2020 were as follows:
Year Ended December 31,
(DOLLARS IN MILLIONS)20212020
Unaudited pro forma net sales$12,163 $11,143 
Unaudited pro forma net income attributable to the Company687 192