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Acquisitions | 9 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Acquisitions | Acquisitions 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 organization (the "DuPont Crop Protection Business") (collectively, 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 were 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 and nine months ended September 30, 2021 was approximately $26 million and $77 million, respectively. The amount recognized in revenue for the three and nine months ended September 30, 2020 was approximately $24 million and $87 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 significant costs associated with integrating the DuPont Crop Protection Business, which included planning for the exit of the transitional service agreement ("TSA") as well as the implementation of a new worldwide Enterprise Resource Planning ("ERP") system as a result of the TSA exit, the majority of which were capitalized in accordance with the relevant accounting literature. As used in this Form 10-Q, the terms "transaction-related expenses" and "transaction-related charges" refer to costs associated with the DuPont Crop Protection Business Acquisition, the associated TSA and the implementation of our new ERP system. The following table summarizes the costs incurred associated with these activities.
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in Millions) | 2021 |  | 2020 |  | 2021 |  | 2020
DuPont Crop Protection Business Acquisition |  |  |  |  |  |  |
Legal and professional fees (1) | $ | — |  |  | $ | 14.4 |  |  | $ | 0.4 |  |  | $ | 40.4 |
Total Transaction-related charges | $ | — |  |  | $ | 14.4 |  |  | $ | 0.4 |  |  | $ | 40.4 |
Restructuring charges |  |  |  |  |  |  |
DuPont Crop restructuring (2) | $ | 0.8 |  |  | $ | 6.4 |  |  | $ | 5.8 |  |  | $ | 29.6 |
Total DuPont Crop restructuring charges | $ | 0.8 |  |  | $ | 6.4 |  |  | $ | 5.8 |  |  | $ | 29.6 |
____________________ (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) See Note 10 for more information. These charges are recorded as a component of "Restructuring and other charges (income)" on the condensed consolidated statements of income (loss). We completed the integration of the DuPont Crop Protection Business as of June 30, 2020, except for the completion of certain in-flight initiatives, primarily associated with the finalization of our worldwide ERP system. The last phase of the ERP system transition went live in November 2020 with a stabilization period that ended in the first quarter of 2021. As a result of completing the implementation of our worldwide ERP system, we are progressing through a series of delayed restructurings under a separate initiative from those in the table above. These 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 initiative, primarily due to the fact we are performing activities in one ERP system as opposed to multiple, is substantially complete. This resulted in pre-tax severance charges of approximately $3 million for the twelve months ended December 31, 2020 and approximately $2 million for the nine months ended September 30, 2021, recorded as a component of restructuring and other charges. 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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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