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. The sale resulted in a gain of approximately $918 million ($727 million, net of tax). During the three months ended March 31, 2018, we recorded an additional gain on sale of $16 million, net of tax as a result of the final working capital settlement. 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.

As discussed in Note 4, certain sites will be transferred at a later date due to various local timing constraints. The results of our discontinued FMC Health and Nutrition operations are summarized below, including the results of these delayed sites included in the three months ended March 31, 2018:



(in Millions)	Three Months Ended March 31,
(in Millions)	2018			2017
Revenue	$	2.9		$	176.7
Costs of sales and services	2.8			111.4

Income (loss) from discontinued operations before income taxes ⁽¹⁾	$	(3.1	)	$	35.5
Provision (benefit) for income taxes	(0.6		)	26.7
Total discontinued operations of FMC Health and Nutrition, net of income taxes, before divestiture related costs and adjustments ⁽²⁾	$	(2.5	)	$	8.8
Adjustment to gain on sale of FMC Health and Nutrition, net of income taxes	16.2			—
Divestiture related costs of discontinued operations of FMC Health and Nutrition, net of income taxes	(0.5		)	(6.2		)
Adjustment to FMC Health and Nutrition Omega-3 net assets held for sale, net of income taxes ⁽³⁾	—			(164.7		)
Discontinued operations of FMC Health and Nutrition, net of income taxes	$	13.2		$	(162.1	)
Less: Discontinued operations of FMC Health and Nutrition attributable to noncontrolling interests	—			(0.1		)
Discontinued operations of FMC Health and Nutrition, net of income taxes, attributable to FMC Stockholders	$	13.2		$	(162.0	)

____________________


(1)	For the three months ended March 31, 2017, amounts include $5.0 million of allocated interest expense, $1.8 million of restructuring and other charges (income), and $3.9 million of a pension curtailment charge, respectively. See Note 15 for more information of the pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance.

(2)

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


(3)	Represents the impairment charge for the three months ended March 31, 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)	March 31, 2018			December 31, 2017
Assets
Current assets of discontinued operations held for sale ⁽¹⁾	$	6.5		$	7.2
Property, plant & equipment	—			0.1
Total assets of discontinued operations held for sale ⁽²⁾	$	6.5		$	7.3
Liabilities
Current liabilities of discontinued operations held for sale	$	(0.2	)	$	(1.3	)
Total liabilities of discontinued operations held for sale ⁽³⁾	(0.2		)	(1.3		)
Total net assets ⁽⁴⁾	$	6.3		$	6.0

____________________


(1)	Primarily consists of trade receivables and inventories.


(2)	Presented as "Current assets of discontinued operations held for sale" on the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017.


(3)	Presented as "Current liabilities of discontinued operations held for sale" on the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017.


(4)	In connection with the divestiture of FMC Health and Nutrition, certain sites will transfer to DuPont subsequent to November 1, 2017 due to various local timing constraints. Amounts represent the net assets of FMC Health and Nutrition that will be transferred to DuPont subsequent to the closing date.

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 March 31,
(in Millions)	2018			2017
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of ($1.0) and $1.3 for the three months ended March 31, 2018 and 2017, respectively	$	3.6		$	(0.4	)
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $0.5 and $1.0 for the three months ended March 31, 2018 and 2017, respectively ⁽¹⁾	(3.2		)	(2.8		)
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.8 and $1.9 for the three months ended March 31, 2018 and 2017, respectively	(7.1		)	(3.5		)
Discontinued operations of FMC Health and Nutrition, net of income tax benefit (expense) of ($2.6) and ($5.1) for the three months ended March 31, 2018 and 2017, respectively	13.2			(162.1		)
Discontinued operations, net of income taxes	$	6.5		$	(168.8	)

____________________


(1)	See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during 2018 in Note 12.