Acquisitions

12 Months Ended

Dec. 31, 2021

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.

We 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, 2021, 2020, and 2019 was approximately $103 million, $111 million, and $105 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, of which the majority of costs were capitalized in accordance with the relevant accounting literature. Transaction-related charges were not material in 2021.

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


	Year Ended December 31,
(in Millions)	2021		2020		2019

DuPont Crop Protection Business Acquisition
Legal and professional fees (1)	$	0.4	$	53.3	$	77.8







Total transaction-related charges	$	0.4	$	53.3	$	77.8
Restructuring charges
DuPont Crop restructuring (2)	$	16.7	$	40.2	$	26.4

Total restructuring charges	$	16.7	$	40.2	$	26.4

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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)See Note 9 to the consolidated financial statements included within this Form 10-K for more information. These charges are recorded as a component of "Restructuring and other charges (income)" on the consolidated statements of income (loss).

We completed the integration of the DuPont Crop Protection Business in 2020, other than the completion of certain in-flight initiatives associated with the finalization of our worldwide ERP system in early 2021. Restructuring charges associated with the DuPont program are largely complete as of December 31, 2021 and any future charges are not expected to be material. Refer to Note 9