v3.26.1
Acquisition of Business
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition Acquisition of Business
We account for acquisitions using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations and have included the results of operations of the acquired business in our Consolidated Statements of Income from the date of acquisition.
We develop the allocation of the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed using estimates of fair value.
On October 1, 2025, we completed the acquisition of Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca) for $218 million. Calca has one manufacturing facility in Louisiana and is the nation's leading producer of Ultra Pure® and high-purity hydrazine - essential, mission-critical propellants that enable advanced aerospace and defense applications. Calca's products are integral to in-space propulsion systems for satellites, space probes, and other vehicles that operate in the most demanding environments. For more than 70 years, Calca has supplied high-purity hydrazine to the U.S. Department of War's Defense Logistics Agency - Energy.
This acquisition was funded by cash on hand and borrowings under our revolving credit facility. Acquisition-related charges totaling $1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in the period incurred.
We have initiated a purchase price valuation to determine the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. The amounts recorded for certain assets and liabilities, including but not limited to deferred taxes, intangible assets, and goodwill, are preliminary and are subject to adjustment if additional information is obtained about facts that existed as of the acquisition date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date. During the first six months of 2026, intangible assets and goodwill were adjusted by $3 million each.
A preliminary allocation of the purchase price of Calca is as follows (in millions):
Cash and cash equivalents$6 
Trade and other accounts receivable, net4 
Inventories5 
Prepaid expenses and other current assets2 
Property, plant, and equipment, net22 
Goodwill48 
Intangible assets171 
Accounts payable(5)
Accrued expenses(3)
Other noncurrent liabilities(32)
Fair value of net assets acquired$218 

Identified intangible assets acquired consisted of the following (in millions):
Fair ValueEstimated Useful Lives (in years)
Customer base$119 
9 to 20
Backlog20 5
Formulas and technology31 
9 to 20
Trademarks and trade names1 5
Total identified intangible assets$171 
As part of the acquisition, we recorded $48 million of goodwill. The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the skilled assembled workforce of Calca. All of the goodwill recognized is part of the specialty materials segment, and none is deductible for income tax purposes.