Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

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 and other adjustments	(21.5		)
Fair value of FMC Health and Nutrition sold to DuPont	1,968.6
Total purchase consideration	$	3,172.7

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

The following table summarizes the consideration paid for the DuPont Crop Protection Business and the amounts of the assets acquired and liabilities assumed.



Purchase Price Allocation
(in Millions)	As of 9/30/2018
Trade receivables ⁽¹⁾	$	45.8
Inventories ⁽²⁾	379.8
Other current assets	53.4
Property, plant and equipment	424.3
Intangible assets:
Indefinite-lived brands	1,301.2
Customer relationships ⁽³⁾	763.7
Goodwill ⁽⁴⁾	972.9
Deferred tax assets	79.7
Other noncurrent assets	14.2
Total fair value of assets acquired	$	4,035.0

Accounts payable, trade and other ⁽¹⁾	$	32.9
Accrued and other current liabilities ⁽⁵⁾	156.2
Accrued pension and other postretirement benefits, long-term	9.1
Environmental liabilities ⁽⁶⁾	2.6
Deferred tax liabilities	196.0
Other long-term liabilities ⁽⁵⁾	452.3
Total fair value of liabilities assumed	$	849.1

Total net assets acquired	$	3,185.9
Less: Noncontrolling interest	(13.2		)
Total purchase consideration	$	3,172.7

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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 $89.8 million, of which $1.3 million and $69.6 million was amortized in the three and nine months ended September 30, 2018 and included in "Cost of sales and services" on the condensed consolidated statements of income (loss). The remaining amount was amortized during 2017.


(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 current assets and Other noncurrent assets.

Pro forma 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 and nine month periods 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 September 30,				Nine Months Ended September 30,
(in Millions)	2018		2017		2018		2017
Pro forma Revenue ⁽¹⁾	$	1,035.6	$	974.6	$	3,508.6	$	3,160.7
Pro forma Diluted earnings per share from continuing operations ⁽¹⁾	0.57		1.15		3.48		4.09

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(1)	For the three and nine months ended September 30, 2018, pro forma results and actual results are the same.

Acquisition costs

The following table summarizes the costs incurred associated with these activities.



	Three Months Ended September 30,				Nine Months Ended September 30,
(in Millions)	2018		2017		2018		2017
Transaction-related charges
Acquisition-related charges - DuPont Crop
Legal and professional fees ⁽¹⁾	$	16.9	$	48.8	$	64.7	$	78.7
Inventory fair value amortization ⁽²⁾	1.3		—		69.6		—
Separation-related charges - FMC Lithium
Legal and professional fees ⁽¹⁾	$	6.8	$	—	$	14.8	$	—
Total Transaction-related charges	$	25.0	$	48.8	$	149.1	$	78.7

Restructuring charges
DuPont Crop restructuring	$	20.0	$	—	$	92.5	$	—
Total DuPont Crop restructuring charges ⁽³⁾	$	20.0	$	—	$	92.5	$	—

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(1)	Represents transaction costs, costs for transitional employees, other acquired employees related costs, and transactional-related costs such as 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).


(3)	See Note 9 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss).