DIVESTITURES AND OTHER TRANSACTIONS

Merger Remedy - Divested Ag Business

On March 31, 2017, the company and FMC entered into the FMC Transaction Agreement. Under the FMC Transaction Agreement, FMC acquired the Divested Ag Business that DuPont was required to divest in order to obtain EC approval of the Merger Transaction as described in Note 1 and DuPont agreed to acquire the H&N Business. The sale of the Divested Ag Business meets the criteria for discontinued operations and as such, earnings are included within "(Loss) Income from discontinued operations after income taxes" for all periods presented.

On November 1, 2017, the company completed the FMC Transactions through the disposition of the Divested Ag Business and the acquisition of the H&N Business. The preliminary fair value as determined by the company of the H&N Business is $1,970 million. The FMC Transactions include a cash consideration payment to DuPont of approximately $1,200 million, which reflects the difference in value between the Divested Ag Business and the H&N Business, as well as favorable contracts with FMC of $495 million, subject to adjustments for inventory of the Divested Ag Business and net working capital of the H&N Business. Due to the proximity of the Merger and the closing of the sale, the carrying value of the Divested Ag Business approximated the fair value of the consideration received, thus no resulting gain or loss was recognized on the sale. Refer to Note 3 for further information on the H&N Business.

The results of operations of the Divested Ag Business are presented as discontinued operations as summarized below:



	Successor			Predecessor
(In millions)	For the Period September 1 through December 31, 2017¹			For the Period January 1 through August 31, 2017		For the Year Ended December 31, 2016			For the Year Ended December 31, 2015
Net sales	$	199		$	1,068	$	1,385		$	1,473
Cost of goods sold	194			412		514			521
Other operating charges				17		19			25
Research and development expenses	30			95		139			163
Selling, general and administrative expenses²	102			146		176			187
Restructuring and asset related charges - net	(1		)	—		(4		)	15
Sundry (expense) income - net	(1		)	7		1			7
(Loss) Income from discontinued operations before income taxes	(127		)	405		542			569
(Benefit from) Provision for income taxes	(50		)	79		103			121
(Loss) Income from discontinued operations after income taxes	$	(77	)	$	326	$	439		$	448


^1.	Includes results of operations for the period September 1 through October 31, 2017, as the Divested Ag Business was disposed of on November 1, 2017.


^2.	Successor period includes $44 million of transaction costs associated with the disposal of the Divested Ag Business.

The following table presents depreciation and capital expenditures of the discontinued operations related to the Divested Ag Business:



	Successor		Predecessor
(In millions)	For the Period September 1 through December 31, 2017		For the Period January 1 through August 31, 2017		For the Year Ended December 31, 2016		For the Year Ended December 31, 2015
Depreciation	$	—	$	21	$	32	$	30
Capital expenditures	$	5	$	8	$	40	$	77

The carrying amount of major classes of assets and liabilities classified as assets and liabilities of discontinued operations at December 31, 2016 related to the Divested Ag Business consist of the following:



	Predecessor
(In millions)	December 31, 2016
Cash and cash equivalents	$	57
Accounts and notes receivable - net	12
Inventories	323
Other current assets	1
Property, plant and equipment - net	380
Goodwill	11
Other assets	5
Assets held for sale	$	789
Accounts payable	27
Accrued and other current liabilities	12
Deferred income tax liabilities	6
Other noncurrent obligations	29
Liabilities held for sale	$	74

Upon closing and pursuant to the terms of the FMC Transaction Agreement, DuPont and FMC entered into favorable supply agreements and certain ancillary agreements, including manufacturing service agreements and transition service agreements. Under the terms of the favorable supply agreements, FMC will supply product to DuPont at cost for a period of up to five years and, as a result, DuPont recorded an intangible asset of $495 million upon closing that will amortize over a period of five years.

Food Safety Diagnostic Sale

In February 2017, the company completed the sale of global food safety diagnostics to Hygiena LLC. The sale resulted in a pre-tax gain of $162 million ($86 million net of tax). The gain was recorded in sundry income - net in the company's Consolidated Statement of Operations for the period January 1 through August 31, 2017.

DuPont (Shenzhen) Manufacturing Limited

In March 2016, the company recognized the sale of its 100 percent ownership interest in DuPont (Shenzhen) Manufacturing Limited to the Feixiang Group. The sale of the entity, which held certain buildings and other assets, resulted in a pre-tax gain of $369 million ($214 million net of tax). The gain was recorded in sundry income - net in the company's Consolidated Statement of Operations for the year ended December 31, 2016.

Performance Chemicals

On July 1, 2015, DuPont completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of The Chemours Company (the "Separation"). In connection with the Separation, the company and The Chemours Company ("Chemours") entered into a Separation Agreement (the "Separation Agreement"), discussed below, and a Tax Matters Agreement and certain ancillary agreements, including an employee matters agreement, agreements related to transition and site services, and intellectual property cross licensing arrangements. In addition, the companies have entered into certain supply agreements.

Separation Agreement

The company and Chemours entered into a Separation Agreement that sets forth, among other things, the agreements between the company and Chemours regarding the principal transactions necessary to effect the Separation and also sets forth ancillary agreements that govern certain aspects of the company’s relationship with Chemours after the separation. Among other matters, the Separation Agreement and the ancillary agreements provide for the allocation between DuPont and Chemours of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the completion of the Separation.

Pursuant to the Separation Agreement and the Amendment to the Separation Agreement, as discussed below, Chemours indemnifies DuPont against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In 2017, DuPont and Chemours amended the Separation Agreement to provide for a limited sharing of potential future PFOA liabilities for a period of five years beginning July 6, 2017. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At December 31, 2017, the indemnified assets are $80 million within accounts and notes receivable - net and $340 million within other assets along with the corresponding liabilities of $80 million within accrued and other current liabilities and $340 million within other noncurrent obligations on the Condensed Consolidated Balance Sheet. See Note 14 for further discussion of the amendment to the Separation Agreement and certain litigation and environmental matters indemnified by Chemours.

The results of operations of the Performance Chemicals segment are presented as discontinued operations as summarized below:



	Predecessor
(In millions)	For the Period January 1 through August 31, 2017			For the Year Ended December 31, 2016			For the Year Ended December 31, 2015
Net sales	$	—		$	—		$	2,810
Cost of goods sold	—			—			2,215
Other operating charges	335			36			386
Research and development expense	—			—			40
Selling, general and administrative expenses	—			—			(87		)
Restructuring and asset related charges - net	—			—			59
Sundry income - net	3			3			27
Interest expense	—			—			32
(Loss) income from discontinued operations before income taxes	(332		)	(33		)	192
(Benefit from) provision for income taxes	(125		)	(28		)	106
(Loss) income from discontinued operations after income taxes	$	(207	)	$	(5	)	$	86

Income (loss) from discontinued operations after income taxes for the period January 1 through August 31, 2017 includes a charge of $335 million ($214 million net of tax) in connection with the perfluorooctanoic acid (“PFOA”) multi-district litigation settlement.

During the years ended December 31, 2016 and 2015, the company incurred $35 million and $306 million of costs, respectively, in connection with the separation primarily related to professional fees associated with preparation of regulatory filings and separation activities within finance, tax, legal, and information system functions. (Loss) income from discontinued operations during the years ended December 31, 2016 and 2015, includes $35 million and $260 million of these costs, respectively. Income from continuing operations during the year ended December 31, 2015 includes $26 million of these costs, recorded in other operating charges in the company's Consolidated Statements of Operations. Income from continuing operations during the year ended December 31, 2015 also included $20 million of transaction costs incurred for a premium associated with the early retirement of DuPont debt. The company exchanged notes received from Chemours in May 2015 (as part of a dividend payment) for DuPont debt that it then retired. These costs were reported in interest expense in the company's Consolidated Statements of Operations.

In connection with the separation, income from discontinued operations during the year ended December 31, 2015 included pension and other post employment benefit plan curtailment gain of $281 million. In addition, income from discontinued operations during the year ended December 31, 2015, included a restructuring charge of $59 million, consisting of severance and related benefit costs associated with the Performance Chemicals segment to achieve fixed cost and operational productivity improvements for Chemours post-spin.

In connection with the spin-off, the company received a dividend from Chemours in May 2015 of $3,923 million comprised of a cash distribution of $3,416 million and a distribution in-kind of $507 million of 7 percent senior unsecured notes due 2025 (Chemours Notes Received). Chemours financed the dividend payment through issuance of approximately $4,000 million of debt, including the Chemours Notes Received (Chemours' Debt). Net assets of $431 million were transferred to Chemours on July 1, 2015, including the $4,000 million of Chemours' Debt.

The following table presents the depreciation, amortization and purchases of property, plant and equipment of the discontinued operations related to Performance Chemicals:



(In millions)	Predecessor
For the year ended December 31,	2015
Depreciation	$	126
Amortization of intangible assets	2
Capital Expenditures	235