On March 20, 2000, the Company signed a definitive agreement with BASF Aktiengesellschaft (BASF) to sell the Cyanamid Agricultural Products business which manufactures, distributes and sells crop protection and pest control products worldwide. On June 30, 2000, the sale was completed, and BASF paid the Company $3,800,000,000 in cash and assumed certain debt. The Company recorded an after-tax loss on the sale of this business of $1,572,993,000 or $1.20 per share-diluted and reflected this business as a discontinued operation in the 2000 first quarter. The loss on the sale included closing costs from the transaction and operating income of the discontinued business from April 1, 2000 through June 30, 2000 (the disposal date). The loss on the sale was due primarily to a difference in the basis of the net assets sold for financial reporting purposes compared with the Company's basis in such net assets for tax purposes. This difference related, for the most part, to goodwill, which is not recognized for tax purposes. As a result, the transaction generated a taxable gain requiring the recording of a tax provision, in addition to a book loss related to a write-off of net assets in excess of the selling price. The Consolidated Financial Statements and related notes for the periods ended December 31, 1999 and 1998 have been restated, where applicable, to reflect the Cyanamid Agricultural Products business as a discontinued operation.

Operating results of discontinued operations were as follows:

(In thousands except per share amounts)	Statement of Operations Data
Years Ended December 31,	2000	1999	1998
Net revenue	$ 546,790	$1,668,980	$2,194,117
Income (loss) before federal   and foreign taxes	160,635	(18,327)	495,524
Provision for federal and   foreign taxes	57,289	1,551	173,530
Income (loss) from operations   of discontinued agricultural   products business	103,346	(19,878)	321,994
Loss on disposal of agricultural   products business   (including federal and   foreign tax charges   of $855,248)	(1,572,993)	-	-
Income (loss) from   discontinued operations	$(1,469,647)	$ (19,878)	$ 321,994
Diluted income (loss)   per share from   discontinued operations	$ (1.12)	$ (0.02)	$ 0.24

Sale of Immunex Common Stock

In October 2000, the Company increased its ownership in Immunex from approximately 53% to approximately 55% by converting a $450,000,000 convertible subordinated note into 15,544,041 newly issued shares of common stock of Immunex. In November 2000, through a joint public equity offering, Immunex sold 20 million shares of newly issued Immunex common stock, and the Company sold 60.5 million shares of Immunex common stock. Proceeds to the Company were approximately $2,404,875,000, resulting in a gain on the sale of $2,061,204,000 ($1,414,859,000 after-tax or $1.08 per share-diluted). Included in the gain on the sale was a noncash pre-tax gain of $303,192,000 ($200,247,000 after-tax), representing the Company's increase in its proportionate share of the net book value of Immunex from Immunex's issuance of 20 million shares of its common stock at a price above the net book value per share owned by the Company. The Company used the net proceeds from the sale of its Immunex common stock to reduce outstanding commercial paper and for other general corporate purposes.

The public equity offering reduced the Company's ownership in Immunex from approximately 55% to approximately 41%, which represented the ownership at December 31, 2000. As a result of the reduction in ownership below 50%, the Company included the financial results of Immunex on an equity basis retroactive to January 1, 2000. Quarterly results of operations in 2000, reflected in "Quarterly Financial Data" herein, were restated to reflect the accounting for Immunex on an equity basis; however, there was no impact on income from continuing operations.

Key elements of related agreements between the Company and Immunex included the future sale by the Company of its recently acquired biotechnology facility in Rhode Island to Immunex and the Company's agreement, if requested, to supply up to $550,000,000 in financing guarantees relating to Immunex's financing of its proposed new research and technology center in Seattle, Washington. All existing licensing and marketing rights to Enbrel remain unchanged.

Other Acquisitions and Divestitures

In July 1998, the Company purchased the vitamin and nutritional supplement products business of Solgar Vitamin and Herb Company Inc. and its related affiliates (Solgar) for $425,041,000 in cash. The purchase price exceeded the net assets acquired by $397,568,000. The excess purchase price has been recorded in Goodwill and other intangibles and is being amortized over periods of four to 25 years. In December 2000, based on projected profitability and future cash flows, the carrying value of Solgar goodwill was determined to be impaired (see Note 3). As a result, a pre-tax charge of $170,000,000 was recorded to write down the carrying value of Solgar goodwill to its fair value of $189,644,000 at December 31, 2000.

In February 1998, the Company sold the Sherwood-Davis & Geck medical devices business for approximately $1,770,000,000, resulting in a pre-tax gain of $592,084,000. The proceeds from the sale were used primarily to reduce outstanding commercial paper. Income and diluted earnings per share from continuing operations for 1998 included an after-tax gain on the sale of $330,782,000 and $0.25, respectively.

The Company had other acquisitions and divestitures during 2000, 1999 and 1998, the effects of which, individually and in the aggregate, were not material to the Company's financial position, results of operations or cash flows. The operations of all businesses acquired and divested during 2000, 1999 and 1998, individually and in the aggregate, except for the sale of the Cyanamid Agricultural Products business, were not material to the Company's financial position, results of operations or cash flows in any of these years.