Discontinued Operations

FMC Health and Nutrition:

On August 1, 2017, we completed the sale of the Omega-3 business to Pelagia AS for $38 million.

On November 1, 2017, we completed the previously disclosed sale of our FMC Health and Nutrition business to DuPont. In connection with the sale, we entered into a customary transitional services agreement with DuPont to provide for the orderly separation and transition of various functions and processes. These services will be provided by us to DuPont for up to 24 months after closing, with an optional six months extension. These services include information technology services, accounting, human resource and facility services among other services, while DuPont assumes the operations of FMC Health and Nutrition.

Assets held for sale under U.S. GAAP are required to be reported at the lower of carrying value or fair value, less costs to sell. We expected a significant gain on the FMC Health and Nutrition assets sold to DuPont and therefore these assets held for sale were reported at their carrying value. However, the fair value of the Omega-3 business, which was previously part of the broader FMC Health and Nutrition reporting unit, was significantly less than its carrying value, which included accumulated foreign currency translation adjustments that were subsequently reclassified to earnings after completion of the sale. As a result, we recorded an impairment charge of approximately $171 million ($151 million, net of tax) during the six months ended June 30, 2017 to reflect the definitive agreement. As the sale occurred August 1, 2017, the charge was revised to reflect the sales price less the carrying value at the sale date. The impairment charge for the nine months ended September 30, 2017 was approximately $168 million ($148 million, net of tax).

The results of our discontinued FMC Health and Nutrition operations are summarized below:



(in Millions)	Three Months Ended September 30					Nine Months Ended September 30
(in Millions)	2017			2016		2017			2016
Revenue	$	163.3		$	178.9	$	502.1		$	566.3
Costs of sales and services	101.7			114.0		309.0			370.1
Income (loss) from discontinued operations before income taxes ⁽¹⁾	33.0			40.2		108.2			117.0
Provision for income taxes ⁽²⁾	22.7			6.1		62.9			28.1
Total discontinued operations of FMC Health and Nutrition, net of income taxes, before divestiture related costs and adjustments ⁽³⁾	$	10.3		$	34.1	$	45.3		$	88.9
Divestiture related costs of discontinued operations of FMC Health and Nutrition, net of income taxes	(5.4		)	—		(14.9		)	—
Adjustment to FMC Health and Nutrition Omega-3 net assets held for sale, net of income taxes ⁽⁴⁾	3.1			—		(147.8		)	—
Discontinued operations of FMC Health and Nutrition, net of income taxes	8.0			34.1		(117.4		)	88.9
Less: Discontinued operations of FMC Health and Nutrition attributable to noncontrolling interests	0.1			—		0.1			—
Discontinued operations of FMC Health and Nutrition, net of income taxes, attributable to FMC Stockholders	$	7.9		$	34.1	$	(117.5	)	$	88.9

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(1)

For the three months ended September 30, 2017 and 2016, amounts include $4.7 million and $4.9 million of allocated interest expense and $3.9 million and $0.3 million of restructuring and other charges (income), respectively. For the nine months ended September 30, 2017 and 2016, amounts include $15.1 million and $14.7 million of allocated interest expense, $7.0 million and $6.4 million of restructuring and other charges (income), and $3.9 million and zero of a pension curtailment charge, respectively. See Note 14 for more information of the pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance.

(2)

Includes the accrual of income taxes of $3.0 million and $20.8 million for the three and nine months ended September 30, 2017, respectively, associated with unremitted earnings of foreign FMC Health and Nutrition subsidiaries held for sale. Also includes incremental tax cost of $14.7 million for the three and nine months ended September 30, 2017 related to certain legal entity restructuring executed during the third quarter to facilitate the FMC Health and Nutrition divestiture.


(3)	In accordance with US GAAP, effective March 2017 we stopped amortizing and depreciating all assets classified as held for sale.


(4)	Represents the impairment charge for the nine months ended September 30, 2017 of approximately $168 million ($148 million, net of tax) associated with the disposal activities of the Omega-3 business to write down the carrying value to its fair value.

The following table presents the major classes of assets and liabilities of FMC Health and Nutrition:



(in Millions)	September 30, 2017			December 31, 2016
Assets
Current assets of discontinued operations held for sale (primarily trade receivables and inventories)	$	362.6		$	381.5
Property, plant & equipment ⁽¹⁾	412.2			464.0
Goodwill ⁽¹⁾	302.8			278.8
Other intangibles, net ⁽¹⁾	36.7			73.5
Other non-current assets ⁽¹⁾	13.0			19.3
Total assets of discontinued operations held for sale ⁽²⁾	$	1,127.3		$	1,217.1
Liabilities
Current liabilities of discontinued operations held for sale	(72.0		)	(59.0		)
Noncurrent liabilities of discontinued operations held for sale ⁽¹⁾	(74.8		)	(67.7		)
Total liabilities of discontinued operations held for sale ⁽²⁾	(146.8		)	(126.7		)
Total net assets	$	980.5		$	1,090.4

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(1)	Presented as "Noncurrent assets / Long-term liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of December 31, 2016.


(2)	Presented as "Current assets / liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of September 30, 2017.

Discontinued operations include the results of the FMC Health and Nutrition segment as well as provisions, net of recoveries, for environmental liabilities and legal reserves and expenses related to previously discontinued operations and retained liabilities. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities.

Our discontinued operations comprised the following:



(in Millions)	Three Months Ended September 30						Nine Months Ended September 30
(in Millions)	2017			2016			2017			2016
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $0.2 and ($0.2) for the three and nine months ended September 30, 2017 and ($1.0) and ($0.8) for the three and nine months ended 2016, respectively ⁽¹⁾	$	0.4		$	3.4		$	2.1		$	3.3
Provision for environmental liabilities, net of recoveries, net of income tax benefit (expense) of $9.9 and $14.4 for the three and nine months ended September 30, 2017 and $1.8 and $4.2 for the three and nine months ended 2016, respectively ⁽²⁾	(19.3		)	(3.4		)	(30.0		)	(8.3		)
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $2.2 and $6.4 for the three and nine months ended September 30, 2017 and $1.7 and $5.7 for the three and nine months ended 2016, respectively	(4.2		)	(3.0		)	(12.0		)	(9.9		)
Discontinued operations of FMC Health and Nutrition, net of income tax benefit (expense) of ($21.0) and ($38.6) for the three and nine months ended September 30, 2017 and ($6.1) and ($28.1) for the three and nine months ended 2016, respectively	8.0			34.1			(117.4		)	88.9
Discontinued operations, net of income taxes	$	(15.1	)	$	31.1		$	(157.3	)	$	74.0

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(1)	See a roll forward of our restructuring reserves in Note 8.


(2)	See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during 2017 in Note 11.