Acquisitions

DuPont Crop Protection

On November 1, 2017, pursuant to the terms and conditions set forth in the Transaction Agreement entered into with E. I. du Pont de Nemours and Company (“DuPont"), we completed the acquisition of certain assets relating to DuPont's Crop Protection business and research and development ("R&D") organization (the "DuPont Crop Protection Business") (collectively, the "DuPont Crop Protection Business Acquisition"). In connection with this transaction, we sold to DuPont our FMC Health and Nutrition segment and paid DuPont $1.2 billion in cash which was funded with the 2017 Term Loan Facility which was secured for the purposes of the Acquisition. See Note 10 for more details.

The following table illustrates each component of the consideration paid as part of the DuPont Crop Protection Business Acquisition:



(in Millions)	Amount
Cash purchase price, net ⁽¹⁾	$	1,225.6
Cash proceeds from working capital adjustment	(13.2		)
Fair value of FMC Health and Nutrition sold to DuPont	1,968.6
Total purchase consideration	$	3,181.0

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(1)	Represents the cash portion of the total purchase consideration paid for the DuPont Crop Protection Business Acquisition.

As part of the DuPont Crop Protection Business Acquisition, we acquired various manufacturing contracts. The manufacturing contracts have been recognized as an asset or liability to the extent the terms of the contract are favorable or unfavorable compared with market terms of the same or similar items at the date of the acquisition. We also entered into supply agreements with DuPont, with terms of up to five years, to supply technical insecticide products required for their retained seed treatment business at cost. The unfavorable liability is recorded within both "Accrued and other liabilities" and "Other long-term liabilities" on the condensed consolidated balance sheets and is reduced and recognized to revenues within earnings as sales are made. The amount recognized in revenue for the three months ended March 31, 2018 was approximately $18 million.

Certain manufacturing sites and R&D sites will be transferred to us at a later date due to various local timing constraints; however, we will still obtain the economic benefit from these sites during the period from November 1, 2017 to when the sites legally transfer. No additional consideration will be paid at the date of transfer.

The DuPont Crop Protection Business is being integrated into our FMC Agricultural Solutions segment and has been included within our results of operations since the date of acquisition.

In the third quarter of 2017, both the European Commission and Competition Commission of India had conditionally approved our acquisition of certain assets of DuPont’s Crop Protection business. The DuPont Crop Protection Business Acquisition was conditioned upon us divesting the portfolio of products required by the respective regulatory bodies. These divestitures are expected to impact FMC Agricultural Solutions’ annual 2018 operating profit by approximately $20 million. On February 1, 2018, we completed the sale of a portion of FMC's European herbicide portfolio to Nufarm Limited and received proceeds of $85.0 million plus $2.0 million of working capital. We recorded a gain on sale of approximately $85 million. This divestiture satisfied FMC's commitments to the European Commission related to the DuPont Crop Protection Business Acquisition. In December 2017, the Competition Commission of India issued its final order describing the required Indian remedy. We are in the process of divesting products in compliance with that order and we expect the transaction to be completed during 2018.

Purchase Price Allocation

We applied acquisition accounting under the U.S. GAAP business combinations guidance. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The net assets of the DuPont Crop Protection Business Acquisition will be recorded at the estimated fair values using primarily Level 2 and Level 3 inputs (see Note 17 for an explanation of Level 2 and Level 3 inputs). In valuing acquired assets and assumed liabilities, valuation inputs include an estimate of future cash flows and discount rates based on the internal rate of return and the weighted average rate of return.

The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. Any changes to the initial allocation are referred to as measurement-period adjustments. Measurement-period adjustments since our initial preliminary estimates reported in our 2017 Form 10-K were primarily related to decreases in the estimated fair values of certain current assets and intangible assets as well as a net increase in the fair value of liabilities assumed. The cumulative effect of all measurement-period adjustments resulted in an increase to recognized goodwill of approximately $44 million.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of inventories, property, plant and equipment, intangible assets, contingent liabilities, including uncertain tax positions, deferred tax assets and liabilities as well as other assets and liabilities. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings.

The following table summarizes the consideration paid for the DuPont Crop Protection Business and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis.



Preliminary Purchase Price Allocation
(in Millions)
Trade receivables ⁽¹⁾	$	45.8
Inventories ⁽²⁾	380.0
Other current assets	77.5
Property, plant & equipment	436.4
Intangible assets:
Indefinite-lived brands	1,301.2
Customer relationships ⁽³⁾	761.4
Goodwill ⁽⁴⁾	735.6
Deferred tax assets	86.8
Other noncurrent assets	13.7
Total fair value of assets acquired	$	3,838.4

Accounts payable, trade and other ⁽¹⁾	$	32.9
Accrued and other current liabilities ⁽⁵⁾	145.6
Accrued pension and other postretirement benefits, long-term	7.6
Environmental liabilities ⁽⁶⁾	2.6
Deferred tax liabilities	29.1
Other long-term liabilities ⁽⁵⁾	439.6
Total fair value of liabilities assumed	$	657.4

Total purchase consideration paid	$	3,181.0
Less: Noncontrolling interest	(12.5		)
Total purchase consideration paid less noncontrolling interest	$	3,168.5

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(1)

Represents the accounts receivable and accounts payable of the legal entity stock sales as part of the DuPont Crop Protection Acquisition. As part of the Transaction Agreement, these balances will be settled subsequent to the closing date through reimbursement between FMC and DuPont. The offsetting amounts due from and due to DuPont are recorded within Other current assets and Accrued and other current liabilities, respectively.


(2)	Fair value of finished goods inventory acquired included a step-up in the value of $80.3 million. Approximately $50.1 million has been amortized, of which $29.9 million was amortized in the three months ended March 31, 2018 and included in "Cost of sales and services" on the condensed consolidated statements of income (loss).


(3)	The weighted average useful life of the acquired customer relationships is approximately 20 years.


(4)	Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination.


(5)	Includes the short-term and long-term portions of the unfavorable supply contract with Dupont of approximately $495 million recorded in "Accrued and other current liabilities" and "Other long-term liabilities", respectively.


(6)	Represents both the short-term and long-term portion of the environmental obligations at certain sites of the acquired DuPont Crop Protection Business that is indemnified by DuPont as part of the Transaction Agreement. The indemnification asset was recorded within Other assets.

Unaudited Pro Forma Financial Information

The following unaudited pro forma results of operations assume that the DuPont Crop Protection Business Acquisition occurred at the beginning of the periods presented. The pro forma amounts include certain adjustments, including interest expense on the borrowings used to complete the acquisition, depreciation and amortization expense and income taxes. The pro forma amounts for the three month period below exclude transaction-related charges. The pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the acquisition. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred as of January 1, 2017, nor are they indicative of future results of operations.



	Three Months Ended March 31,
(in Millions)	2018		2017
Pro forma Revenue ⁽¹⁾	$	1,210.7	$	1,043.0
Pro forma Diluted earnings per share from continuing operations ⁽¹⁾	1.91		1.39

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(1)	For the three months ended March 31, 2018, pro forma results and actual results are the same.

Transaction-related charges

Pursuant to US GAAP, costs incurred associated with the acquisitions and separation activities are expensed as incurred. The following table summarizes the costs incurred associated with these activities.



	Three Months Ended March 31,
(in Millions)	2018		2017
Transaction-related charges
Legal and professional fees ⁽¹⁾	$	22.3	$	9.2
Inventory fair value amortization ⁽²⁾	29.9		—
Total Transaction-related charges	$	52.2	$	9.2

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(1)	Represents transaction costs, costs for transitional employees, other acquired employees related costs, and integration-related and transactional-related legal and professional third-party fees. These charges are recorded as a component of “Selling, general and administrative expense" on the condensed consolidated statements of income (loss).


(2)	These charges are recorded as a component of "Costs of sales and services" on the condensed consolidated statements of income (loss).