

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 $363.4 million during the six months ended June 30, 2017, which excluded any potential proceeds from the contingent consideration and reflects a charge of $5.9 million during the three months ended June 30, 2017 primarily as a result of ongoing working capital adjustments associated with the purchase agreement.

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



	Three Months Ended					Six Months Ended
Major line items constituting income from discontinued operations	June 30, 2017			June 24, 2016		June 30, 2017			June 24, 2016
Net sales	$	—		$	104.0	$	31.6		$	206.2
Cost of sales	—			51.5		15.6			99.2
Selling, general and administrative expenses	—			23.5		7.8			45.4
Restructuring charges, net	—			0.1		—			0.4
Other	—			1.1		(0.2		)	1.4
Income from discontinued operations	—			27.8		8.4			59.8
(Loss) gain on divestiture of discontinued operations	(5.9		)	—		363.4			—
(Loss) income from discontinued operations, before income taxes	(5.9		)	27.8		371.8			59.8
Income tax (benefit) expense	(0.1		)	8.8		5.3			19.0
(Loss) income from discontinued operations, net of income taxes	$	(5.8	)	$	19.0	$	366.5		$	40.8

During the three months ended June 30, 2017 there was income tax benefit of $0.1 million associated with the $5.9 million loss recognized on divestiture. During the six months ended June 30, 2017, there was income tax expense of $1.0 million associated with the $363.4 million gain 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 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:



	June 30, 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				Six Months Ended
	June 30, 2017		June 24, 2016		June 30, 2017		June 24, 2016
Depreciation	$	—	$	5.0	$	—	$	9.8
Capital expenditures	—		1.2		0.3		3.8

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 June 24, 2016, the Company had $0.7 million of net sales and a gain on the sale of business of $1.7 million, with no related income tax effect. During the six months ended June 24, 2016, the Company had $1.8 million of net sales, a $0.2 million income tax benefit and no income (loss), net of tax. All activity related to the CMDS business has been reported in discontinued operations.

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 United Kingdom ("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 $57.0 million during the six months ended June 30, 2017, which excluded any potential proceeds from the contingent consideration and reflects a post-sale adjustment of $2.1 million during the three months ended June 30, 2017. 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 goodwill of $49.8 million, 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.