DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

On June 3, 2024, the Company entered into a definitive agreement to sell its Critical Care product group ("Critical Care") to Becton, Dickinson and Company in an all-cash transaction for $4.2 billion, subject to certain customary adjustments as set forth in the agreement. The closing of the transaction is subject to regulatory approvals and other customary closing conditions.

Critical Care was historically reported in each of the Company's segments (United States, Europe, Japan, and Rest of World).

The Company concluded that Critical Care met the criteria to be classified as held-for-sale in June 2024 and determined that the conditions for discontinued operations presentation had been met with respect to Critical Care. A component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the divestiture of Critical Care, including its significance to the Company’s overall net income and total assets, and determined that those conditions for discontinued operations presentation had been met. As such, the historical financial condition and results of Critical Care have been reflected as discontinued operations in the Company's consolidated condensed financial statements. The assets and liabilities associated with Critical Care are classified as assets and liabilities of discontinued operations in the Company's consolidated condensed balance sheets. Prior period amounts have been adjusted to reflect the discontinued operations presentation.

In connection with the sale, the Company plans to enter into a Transition Services Agreement ("TSA") to provide certain support services for up to 36 months from the closing date of the sale (with certain extension rights as provided therein). These services may include, among others, accounting, information technology, human resources, quality assurance, regulatory affairs, customer support, and global supply chain. Income recognized related to the TSA will be recorded in Other Operating Income, net on the Company's consolidated condensed statements of operations.

Details of Income from Discontinued Operations are as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net sales	$	246.4	$	234.7	$	497.7	$	456.6
Cost of sales	91.2		86.1		180.5		176.6
Gross profit	155.2		148.6		317.2		280.0
Selling, general, and administrative expenses	57.7		58.3		114.6		112.6
Research and development expenses	30.6		26.6		58.0		53.0


Separation costs	79.7		—		121.0		—

Operating (loss) income, net	(12.8)		63.7		23.6		114.4


Other expense (income), net	1.1		0.3		1.4		(0.1)
(Loss) income from discontinued operations before provision for income taxes	(13.9)		63.4		22.2		114.5
(Benefit from) provision for income taxes from discontinued operations	(12.5)		12.1		(0.7)		24.9
Net (loss) income from discontinued operations	(1.4)		51.3		22.9		89.6

Separation costs related primarily to consulting, legal, tax, and other professional advisory services associated with the planned sale of Critical Care.

Details of assets and liabilities of discontinued operations are as follows (in millions):


	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	9.2	$	7.9

Accounts receivable, net of allowances	4.9		3.6
Other receivables	4.1		5.2
Inventories	261.9		249.9
Prepaid expenses	17.9		18.0
Other current assets	6.8		14.4
Total current assets of discontinued operations	$	304.8	$	299.0

Property, plant, and equipment, net	158.6		156.6
Operating lease right-of-use assets	14.2		9.6
Goodwill	101.0		101.0
Other intangible assets, net	27.3		29.0
Deferred income taxes	5.2		5.2
Other assets	0.3		0.6
Total non-current assets of discontinued operations	$	306.6	$	302.0
Accounts payable	$	13.3	$	14.8
Accrued and other liabilities	90.9		110.9
Operating lease liabilities	3.0		2.0
Total current liabilities of discontinued operations	$	107.2	$	127.7



Operating lease liabilities	11.4		7.8
Uncertain tax positions	4.3		4.3

Other liabilities	14.3		13.0
Total non-current liabilities of discontinued operations	$	30.0	$	25.1

Cash flows attributable to the Company's discontinued operations are included in the Company's consolidated condensed statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in millions):


	Six Months Ended June 30,
	2024	2023
Depreciation and amortization	11.7	11.2
Stock-based compensation	11.9	7.8
Inventory write off	6.7	3.5
Capital expenditures	11.4	13.4