Acquisitions

12 Months Ended

Dec. 31, 2020

DuPont Crop Protection Business

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.

The DuPont Crop Protection Business has been integrated into our business and has been included within our results of operations since the date of 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 consolidated balance sheets and is reduced and recognized to revenues within earnings as sales are made. The amount recognized in revenue for the years ended December 31, 2020, 2019, and 2018 was approximately $111 million, $105 million, and $92 million, respectively.

Transaction-related charges

Pursuant to U.S. GAAP, costs incurred associated with acquisition activities are expensed as incurred. Historically, these costs have primarily consisted of legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of these activities. Given the significance and complexity around the integration of the DuPont Crop Protection Business, we have incurred costs associated with integrating the DuPont Crop Protection Business, which included planning for the termination of the transitional service agreement ("TSA") as well as implementation of a new worldwide Enterprise Resource Planning ("ERP") system in connection with the termination of the TSA, the majority of which were capitalized in accordance with the relevant accounting literature.

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


	Year Ended December 31,
(in Millions)	2020		2019		2018

DuPont Crop Protection Business Acquisition
Legal and professional fees (1)	$	53.3	$	77.8	$	86.9
Inventory fair value amortization (2)	—		—		69.6






Total transaction-related charges	$	53.3	$	77.8	$	156.5
Restructuring charges
DuPont Crop restructuring (3)	$	40.2	$	26.4	$	108.3

Total restructuring charges	$	40.2	$	26.4	$	108.3

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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 consolidated statements of income (loss).

(2)These charges are included in "Costs of sales and services" on the 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 consolidated statements of income (loss).

Except for the completion of certain in-flight initiatives, primarily associated with the finalization of our worldwide ERP system, we completed the integration of the DuPont Crop Protection Business as of June 30, 2020. As noted, the TSA is now terminated and the last phase of the ERP system transition went live in November 2020 with a stabilization period that will go into the first quarter of 2021. Estimated remaining charges are expected to be less than $5 million for the completion of these defined in-flight initiatives over that time period. We will also have remaining in-flight restructuring charges as we complete the established DuPont Crop Restructuring program associated with integration which are nearing completion. Refer to Note 9 for further information.

As a result of completing the implementation of our worldwide ERP system, we will have a series of delayed restructurings under a separate initiative from those discussed above. These future restructurings are the result of consolidating activities into one system as well as into several shared service centers allowing us to improve productivity and gain efficiencies in our processes. The first wave of this new initiative is anticipated to run through 2021 and is estimated to result in pre-tax severance charges of approximately $5 million to $8 million, of which $3 million was recorded in 2020, primarily due to the fact we will

be performing activities in one ERP system as opposed to multiple. Severance associated with the outer years of these restructurings is not expected to be material and will be determined as we progress through the initiative.