(3) Divestiture

On October 30, 2012, we signed a definitive agreement to sell our Diversey operations in Japan for gross proceeds of USD equivalent $377 million, subject to customary closing conditions. The transaction is expected to be completed in the fourth quarter of 2012. The transaction is expected to generate approximately $300 million in net cash, on an after tax basis. We intend to use the cash generated from this transaction to prepay a portion of our outstanding debt. We expect to record a pre-tax gain on the sale of approximately $260 million.

We have classified the operating results from this business, together with certain costs related to the divestiture transaction, as discontinued operations, net of tax, in the condensed consolidated statements of operations for the three and nine months ended September 30, 2012. This business was acquired as part of the acquisition of Diversey on October 3, 2011 and therefore no restatement of the condensed consolidated statements of operations for the three and nine months ended September 30, 2011 is necessary. See Note 4, “Acquisition of Diversey Holdings, Inc.” Assets and liabilities of this business are classified as “held for sale” in the condensed consolidated balance sheets as of September 30, 2012 and December 31, 2011.

Summary operating results for this discontinued operation were as follows:


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Net sales	$	78.9	$	230.8

Operating profit	$	9.8	$	25.9

Earnings before income tax provision	$	9.6	$	25.0

Income tax provision	$	3.7	$	9.7

Net earnings from discontinued operations, net of tax	$	5.9	$	15.3

We do not consider the results of the Diversey Japan to be material to our condensed consolidated financial statements.

The carrying value of the major classes of assets and liabilities for these discontinued operations were as follows:


	September 30, 2012		December 31, 2011
Assets:
Cash and cash equivalents	$	12.1	$	19.2
Receivables, net		61.0		68.8
Inventories		25.6		20.6
Deferred tax assets		9.4		9.3
Prepaid expenses and other current assets		2.8		8.8
Property and equipment, net		51.7		52.9
Goodwill		11.0		10.9
Intangible assets, net		66.8		69.4
Non-current deferred tax assets		20.1		17.0
Other assets, net		3.6		2.1

Assets held for sale	$	264.1	$	279.0

Liabilities:
Accounts payable	$	59.7	$	64.1
Other current liabilities		20.7		29.9
Long-term debt, less current portion		41.0		44.2
Non-current deferred tax liabilities		30.3		27.6
Other liabilities		46.8		50.9

Liabilities held for sale	$	198.5	$	216.7

In connection with the sale, the Company will enter into several agreements. While those agreements are expected to generate future revenues and cash flows for the Company, the estimated amounts and the Company’s continuing involvement in Diversey operations in Japan are not expected to be significant to the Company as a whole.