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These excerpts taken from the GIS 10-K filed Jul 11, 2008. NOTE 3. ACQUISITIONS
AND DIVESTITURES
Subsequent to our fiscal 2008 year-end, we acquired Humm Foods,
Inc. (Humm), the maker of Lärabar
fruit-and-nut
energy bars. We issued 0.9 million shares of our common
stock to the shareholders of Humm as consideration for the
acquisition.
During fiscal 2008, the 8th Continent soymilk business was sold.
Our 50 percent share of the after-tax gain on the sale was
$2.2 million, of which we recognized $1.7 million in
after-tax earnings from joint ventures in fiscal 2008. We will
record an additional after-tax gain of up to $0.5 million
in the first quarter of fiscal 2010 if certain conditions are
satisfied. Also during fiscal 2008, we acquired a controlling
interest in HD Distributors (Thailand) Company Limited. Prior to
acquiring the controlling interest, we accounted for our
investment as a joint venture. The purchase price, net of cash
acquired, resulted in a $1.3 million cash inflow classified
in acquisitions on the Consolidated Statements of Cash Flows.
During fiscal 2007, we sold our Bakeries and Foodservice frozen
pie product line, including a plant in Rochester, New York. We
received $1.2 million in proceeds and recorded a
$3.6 million loss on the sale. We also sold our Bakeries
and Foodservice par-baked bread product line, including plants
in Chelsea, Massachusetts and Tempe, Arizona. We received
$12.5 million in proceeds and recorded a $6.0 million
loss on the sale in fiscal 2007, including the write off of
$6.2 million of goodwill.
During fiscal 2007, we completed the acquisition of Saxby Bros.
Limited, a chilled pastry company in the United Kingdom, for
approximately $24.1 million. This business, which had sales
of $23.8 million in calendar 2006, complements our existing
frozen pastry business in the United Kingdom. In addition, we
completed an acquisition in Greece for $2.8 million.
During fiscal 2007, our 50 percent joint venture Cereal
Partners Worldwide (CPW) completed the acquisition of the Uncle
Tobys cereal business in Australia for $385.6 million. We
funded our 50 percent share of the purchase price by making
additional advances to and equity contributions in CPW totaling
$135.1 million (classified as investments in affiliates,
net, on the Consolidated Statements of Cash Flows) and by
acquiring a 50 percent undivided interest in certain
intellectual property for $57.7 million (classified as
acquisitions on the Consolidated Statements of Cash Flows).
During fiscal 2008, we completed the allocation of our purchase
price and reclassified $16.3 million from goodwill to other
intangible assets on our Consolidated Balance Sheets.
During fiscal 2006, we acquired Elysées Consult SAS, the
franchise operator of a Häagen-Dazs shop in France,
and Croissant King, a producer of frozen pastry products in
Australia. We also acquired a controlling financial interest in
Pinedale Holdings Pte. Limited, an operator of
Häagen-Dazs cafes in Singapore and Malaysia. The
aggregate purchase price of our fiscal 2006 acquisitions was
$26.5 million.
NOTE 3. ACQUISITIONS AND DIVESTITURES Subsequent to our fiscal 2008 year-end, we acquired Humm Foods, Inc. (Humm), the maker of Lärabar fruit-and-nut energy bars. We issued 0.9 million shares of our common stock to the shareholders of Humm as consideration for the acquisition. During fiscal 2008, the 8th Continent soymilk business was sold. Our 50 percent share of the after-tax gain on the sale was $2.2 million, of which we recognized $1.7 million in after-tax earnings from joint ventures in fiscal 2008. We will record an additional after-tax gain of up to $0.5 million in the first quarter of fiscal 2010 if certain conditions are satisfied. Also during fiscal 2008, we acquired a controlling interest in HD Distributors (Thailand) Company Limited. Prior to acquiring the controlling interest, we accounted for our investment as a joint venture. The purchase price, net of cash acquired, resulted in a $1.3 million cash inflow classified in acquisitions on the Consolidated Statements of Cash Flows. During fiscal 2007, we sold our Bakeries and Foodservice frozen pie product line, including a plant in Rochester, New York. We received $1.2 million in proceeds and recorded a $3.6 million loss on the sale. We also sold our Bakeries and Foodservice par-baked bread product line, including plants in Chelsea, Massachusetts and Tempe, Arizona. We received $12.5 million in proceeds and recorded a $6.0 million loss on the sale in fiscal 2007, including the write off of $6.2 million of goodwill. During fiscal 2007, we completed the acquisition of Saxby Bros. Limited, a chilled pastry company in the United Kingdom, for approximately $24.1 million. This business, which had sales of $23.8 million in calendar 2006, complements our existing frozen pastry business in the United Kingdom. In addition, we completed an acquisition in Greece for $2.8 million. During fiscal 2007, our 50 percent joint venture Cereal Partners Worldwide (CPW) completed the acquisition of the Uncle Tobys cereal business in Australia for $385.6 million. We funded our 50 percent share of the purchase price by making additional advances to and equity contributions in CPW totaling $135.1 million (classified as investments in affiliates, net, on the Consolidated Statements of Cash Flows) and by acquiring a 50 percent undivided interest in certain intellectual property for $57.7 million (classified as acquisitions on the Consolidated Statements of Cash Flows). During fiscal 2008, we completed the allocation of our purchase price and reclassified $16.3 million from goodwill to other intangible assets on our Consolidated Balance Sheets. During fiscal 2006, we acquired Elysées Consult SAS, the franchise operator of a Häagen-Dazs shop in France, and Croissant King, a producer of frozen pastry products in Australia. We also acquired a controlling financial interest in Pinedale Holdings Pte. Limited, an operator of Häagen-Dazs cafes in Singapore and Malaysia. The aggregate purchase price of our fiscal 2006 acquisitions was $26.5 million. This excerpt taken from the GIS 10-Q filed Mar 20, 2008. (2) Acquisitions and Divestitures During the third quarter of fiscal 2008, the 8th Continent soymilk business was sold. Our 50 percent share of the after-tax gain on the sale was $2.2 million. During the third quarter, we recognized $1.7 million of this gain in after-tax earnings from joint ventures. We will record an additional after-tax gain of up to $0.5 million in the first quarter of fiscal 2010 if certain conditions are satisfied. During the first quarter of fiscal 2008, we acquired a controlling interest in HD Distributors (Thailand) Company Limited. Prior to acquiring the controlling interest, we accounted for our investment as a joint venture. The purchase price, net of cash acquired, resulted in a $1.3 million cash inflow classified in acquisitions on the Consolidated Statements of Cash Flows. The pro forma effect of this acquisition was not material. During the first quarter of fiscal 2007, our Cereal Partners Worldwide (CPW) joint venture acquired the Uncle Tobys cereal business in Australia for $385.6 million. We funded our 50 percent share of the purchase price by making additional advances to and equity contributions in CPW totaling $135.1 million (classified as investments in affiliates, net, on the Consolidated Statements of Cash Flows) and by acquiring a 50 percent beneficial interest in certain intellectual property for $57.7 million (classified as acquisitions on the Consolidated Statements of Cash Flows). During the nine-month period ended February 24, 2008, we completed the allocation of our purchase price and reclassified $16.3 million from goodwill to other intangible assets on our Consolidated Balance Sheets. We also sold our par-baked bread product line, including plants in Chelsea, Massachusetts and Tempe, Arizona, and recorded a $5.9 million loss on the sale, including the write-off of $6.2 million of goodwill, in restructuring, impairment, and other exit costs during the nine-month period ended February 25, 2007. 7 This excerpt taken from the GIS 10-Q filed Dec 19, 2007. (2) Acquisitions and Divestitures During the first quarter of fiscal 2008, we acquired a controlling interest in HD Distributors (Thailand) Company Limited. Prior to acquiring the controlling interest, we accounted for our investment as a joint venture. The purchase price, net of cash acquired, resulted in a $1.3 million cash inflow classified in acquisitions on the Consolidated Statements of Cash Flows. The pro forma effect of this acquisition was not material. During the first quarter of fiscal 2007, our Cereal Partners Worldwide (CPW) joint venture completed the acquisition of the Uncle Tobys cereal business in Australia for $385.6 million. We funded our 50 percent share of the purchase price by making additional advances to and equity contributions in CPW totaling $135.1 million (classified as investments in affiliates, net, on the Consolidated Statements of Cash Flows) and by acquiring a 50 percent beneficial interest in certain intellectual property for $57.7 million (classified as acquisitions on the Consolidated Statements of Cash Flows). During the six-month period ended November 25, 2007, we completed the allocation of our purchase price and reclassified $16.3 million from goodwill to other intangible assets on our Consolidated Balance Sheets. We also sold our par-baked bread product line, including plants in Chelsea, Massachusetts and Tempe, Arizona, and recorded a $5.9 million loss on the sale, including the write-off of $6.2 million of goodwill, in restructuring, impairment, and other exit costs. 7 | EXCERPTS ON THIS PAGE:
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