Divestitures and Other Transactions

Merger Remedy - Divested Ag Business

As a condition of the regulatory approval of the Merger Transaction, the company is required to divest certain assets related to its Crop Protection business and research and development ("R&D") organization, specifically the company’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios, including Rynaxypyr^®, Cyazypyr^® and Indoxacarb as well as the Crop Protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs. On March 31, 2017, the company entered into a definitive agreement (the "FMC Transaction Agreement") with FMC Corporation ("FMC"). Under the FMC Transaction Agreement, FMC will acquire the Crop Protection business and R&D assets that DuPont is required to divest in order to obtain European Commission ("EC") approval of the Merger Transaction as described above, (the "Divested Ag Business") and DuPont has agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products, (the "Acquired H&N Business") (collectively, the "FMC Transactions"). The assets and liabilities related to the Divested Ag Business at September 30, 2017 are presented as held for sale in the interim Consolidated Balance Sheet. 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 Acquired H&N Business. The preliminary fair value as determined by the company of the Acquired H&N Business is $1,900 million. The FMC Transactions includes cash consideration payment to DuPont of approximately $1,200 million, which reflects the difference in value between the Divested Ag Business and the Acquired H&N Business, subject to adjustments for inventory of the Divested Ag Business and net working capital of the Acquired H&N Business.

The company will apply the acquisition method of accounting in accordance with ASC 805, Business Combinations, to the Acquired H&N Business which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. As a result of the very recent closing of the FMC Transactions and the company's limited access to Acquired H&N Business information prior to the closing, the initial accounting for the business combination is incomplete at this time. As a result, the company is unable to provide amounts recognized as of the acquisition date for major classes of assets acquired and liabilities assumed. In addition, the company is unable to provide the supplemental pro forma revenue and earnings for the combined business. The company will include this information in its Annual Report on Form 10-K for the year ending December 31, 2017.

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 - September 30, 2017			For the Period July 1 - August 31, 2017		Three Months Ended September 30, 2016			For the Period Jan. 1 - August 31, 2017		Nine Months Ended September 30, 2016
Net sales	$	116		$	191	$	271		$	1,068	$	1,077
Cost of goods sold	110			79		93			412		399
Other operating charges				5		4			17		14
Research and development expenses	9			24		32			95		101
Selling, general and administrative expenses	29			46		46			146		128
Restructuring and asset related charges - net	—			—		—			—		(3		)
Sundry income (expense) - net	—			—		(1		)	7		—
(Loss) income from discontinued operations before income taxes	(32		)	37		95			405		438
(Benefit from) provision for income taxes	(12		)	8		16			79		84
(Loss) Income from discontinued operations after income taxes	$	(20	)	$	29	$	79		$	326	$	354

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 - September 30, 2017		For the Period July 1 - August 31, 2017		Three Months Ended September 30, 2016		For the Period Jan. 1 - August 31, 2017		Nine Months Ended September 30, 2016
Depreciation	$	—	$	5	$	8	$	21	$	24
Capital expenditures	$	4	$	—	$	8	$	8	$	18

The carrying amount of major classes of assets and liabilities classified as assets and liabilities held for sale at September 30, 2017 and December 31, 2016 related to the Divested Ag Business consist of the following:



	Successor		Predecessor
(In millions)	September 30, 2017		December 31, 2016
Cash and cash equivalents	$	125	$	57
Accounts and notes receivable - net	39		12
Inventories	973		323
Other current assets	1		1
Property, plant and equipment - net	523		380
Goodwill	145		11
Other intangible assets	1,360		—
Other assets	5		5
Assets held for sale	$	3,171	$	789
Accounts payable	62		27
Accrued and other current liabilities	13		12
Deferred income tax liabilities	—		6
Pension and other post employment benefits - noncurrent	12		—
Other noncurrent obligations	21		29
Liabilities held for sale	$	108	$	74

Food Safety Diagnostic Sale

In February 2017, the company completed the sale of its global food safety diagnostic business, a part of the Nutrition & Health business, 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 (expense) - net in the company's interim 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 (expense) - net in the company's interim Consolidated Statement of Operations for the nine months ended September 30, 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, 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, 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. See Note 13 for further information. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At September 30, 2017, the indemnified assets are $96 million within accounts and notes receivable - net and $342 million within other assets on the interim Condensed Consolidated Balance Sheet. See Note 13 for further discussion of certain litigation and environmental matters indemnified by Chemours.

Income (loss) from discontinued operations after taxes in the company's interim Consolidated Statement of Operations during the period January 1 through August 31, 2017 reflects a tax benefit of $10 million associated with an adjustment to the tax benefit recognized in the first quarter of 2017 related to the charge for the perfluorooctanoic acid ("PFOA") multi-district litigation settlement. Income (loss) from discontinued operations after 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 PFOA multi-district litigation settlement. See Note 13 for further discussion. Income (loss) from discontinued operations after taxes during the three and nine months ended September 30, 2016, includes $10 million and $30 million, respectively, of costs in connection with the separation transaction primarily related to professional fees associated with preparation of regulatory filings and separation activities within finance, tax, legal, and information system functions.