

3.	Discontinued Operations and Divestitures

Discontinued Operations

Nuclear Imaging: On January 27, 2017, the Company completed the sale of its Nuclear Imaging business to IBA Molecular ("IBAM") for approximately $690.0 million before tax impacts, including up-front consideration of approximately $574.0 million, up to $77.0 million of contingent consideration and the assumption of certain liabilities. The Company recorded a pre-tax gain on the sale of the Nuclear Imaging business of $369.3 million during the three months ended March 31, 2017, which excluded any potential proceeds from the contingent consideration.

The following table summarizes the financial results of the Nuclear Imaging business presented in the unaudited condensed consolidated statements of income:



	Three Months Ended
Major line items constituting income from discontinued operations	March 31, 2017			March 25, 2016
Net sales	$	31.6		$	102.2
Cost of sales	15.6			47.7
Selling, general and administrative expenses	7.8			21.9
Restructuring charges, net	—			0.3
Other	(0.2		)	0.3
Income from discontinued operations	8.4			32.0
Gain on divestiture of discontinued operations	369.3			—
Income from discontinued operations, before income taxes	377.7			32.0
Income tax expense	5.4			10.2
Income from discontinued operations, net of income taxes	$	372.3		$	21.8

During the three months ended March 31, 2017 there was income tax expense of $1.1 million associated with the $369.3 million gain recognized on divestiture and a $4.3 million income tax expense associated with the $8.4 million income from discontinued operations. The tax impact of the gain recognized on divestiture was favorably impacted by receiving a benefit from permanently deductible items.

The following table summarizes the assets and liabilities of the Nuclear Imaging business that are classified as held for sale on the unaudited condensed consolidated balance sheets:



	March 31, 2017		December 30, 2016
Carrying amounts of major classes of assets included as part of discontinued operations
Accounts receivable	$	—	$	49.6
Inventories	—		20.0
Property, plant and equipment, net	—		188.7
Other current and non-current assets	—		52.6
Total assets classified as held for sale in the balance sheet	$	—	$	310.9

Carrying amounts of major classes of liabilities included as part of discontinued operations
Accounts payable	$	—	$	19.7
Other current and non-current liabilities	—		100.6
Total liabilities classified as held for sale in the balance sheet	$	—	$	120.3

The following table summarizes significant cash and non-cash transactions of the Nuclear Imaging business that are included within the unaudited condensed consolidated statements of cash flows for the respective periods:



	Three Months Ended
	March 31, 2017		March 25, 2016
Depreciation	$	—	$	4.8
Capital expenditures	0.3		2.6

All other notes to the unaudited condensed consolidated financial statements that were impacted by this discontinued operation have been reclassified accordingly.

CMDS

On November 27, 2015, the Company completed the sale of its contrast media and delivery systems ("CMDS") business to Guerbet S.A. ("Guerbet") for cash consideration of approximately $270.0 million, subject to net working capital adjustments. During the three months ended March 25, 2016, the Company had $1.1 million of net sales, a $0.2 million income tax benefit and a $1.7 million loss, net of tax, included in discontinued operations for the CMDS business.

Divestitures

On January 30, 2017, the Company announced that it had entered into a definitive agreement to sell its Intrathecal Therapy business to Piramal Enterprises Limited's subsidiary in the U.K., Piramal Critical Care ("Piramal"), for approximately $203.0 million, including fixed consideration of $171.0 million and contingent consideration of up to $32.0 million. The $171.0 million of fixed consideration consisted of $17.0 million received at closing and a $154.0 million note receivable that is due one year from the transaction closing date. The transaction was completed on March 17, 2017. The Company recorded a pre-tax gain on the sale of the business of $59.1 million during the three months ended March 31, 2017, which excluded any proceeds from the contingent consideration. The financial results of the Intrathecal Therapy business are presented within continuing operations as this divestiture did not meet the criteria for discontinued operations classification.

As part of the divestiture and calculation of the gain, the Company wrote off intangible assets of $48.7 million and $49.8 million of goodwill, from the Specialty Brands segment, ascribed to the Intrathecal Therapy business. The Company is committed to reimburse up to $7.3 million of product development expenses incurred by Piramal. The remaining items included in the gain calculation are attributable to inventory transferred and transaction costs incurred by the Company.