Discontinued Operations, Divestitures and Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Summary of Discontinued Operations

Summary operating results of Diversey were as follows:

(In millions)	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Net sales	$	434.6		$	1,667.5
Cost of sales	249.1			949.5
Gross profit	185.5			718.0
Selling, general and administrative expenses	131.0			537.8
Amortization expense of intangible assets acquired	7.7			23.9
Operating profit	46.8			156.3
Other expense, net	(9.0		)	(17.0		)
Earnings from discontinued operations before income tax provision	37.8			139.3
Income tax provision from discontinued operations(1)	12.1			28.0
Net earnings from discontinued operations, net of tax	$	25.7		$	111.3

⁽¹⁾  For the three and nine months ended September 30, 2017, net earnings from discontinued operations was impacted by $12.1 million and $28.0 million expense, respectively, related to a change in the repatriation strategy of foreign earnings offset by favorable earnings mix in jurisdictions with lower rates

The following table presents selected financial information regarding cash flows of Diversey that are included within discontinued operations in the Condensed Consolidated Statements of Cash Flows:

(In millions)	Nine Months Ended September 30, 2017
Non-cash items included in net earnings from discontinued operations:
Depreciation and amortization	$	29.3
Share-based incentive compensation	10.2
Profit sharing expense	3.0
Provision for bad debt	2.3
Capital expenditures	11.9

Summary of Consideration transferred and the Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire AFP and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. As of September 30, 2018 there were no adjustments made to the preliminary allocation.

	Preliminary Allocation
(In millions)	As of August 1, 2018
Total consideration transferred	$	70.8
Assets:
Cash and cash equivalents	2.9
Trade receivables, net	30.8
Inventories, net	7.1
Prepaid expenses and other current assets	0.7
Property and equipment, net	3.5
Identifiable intangible assets, net	18.6
Goodwill	21.6
Other non-current assets	0.7
Total assets	$	85.9
Liabilities:
Accounts payable	13.8
Other current liabilities	1.3
Total liabilities	$	15.1

The following table summarizes the consideration transferred to acquire Fagerdala and the preliminary and final allocation of the purchase price among the assets acquired and liabilities assumed.  

	Preliminary Allocation		Measurement Period			Revised Allocation
(In millions)	As of October 2, 2017		Adjustments			As of September 30, 2018
Total consideration transferred	$	106.6	$	(0.4	)	$	106.2
Assets:
Cash and cash equivalents	13.3		—			13.3
Trade receivables, net	22.4		—			22.4
Inventories, net	10.0		0.1			10.1
Prepaid expenses and other current assets	8.4		—			8.4
Property and equipment, net	23.3		—			23.3
Identifiable intangible assets, net	41.4		0.7			42.1
Goodwill	39.3		(1.5		)	37.8
Total assets	$	158.1	$	(0.7	)	$	157.4
Liabilities:
Short-term borrowings	14.0		—			14.0
Accounts payable	6.9		—			6.9
Other current liabilities	15.1		(0.1		)	15.0
Long-term debt, less current portion	3.8		—			3.8
Non-current deferred taxes	11.7		(0.2		)	11.5
Total liabilities	$	51.5	$	(0.3	)	$	51.2

Schedule of Identifiable Intangible Assets, net and Their useful Life

The following tables summarizes the identifiable intangible assets, net and their useful life.

	Amount		Useful life
	(in millions)		(in years)
Customer relationships	$	16.6	11
Trademarks and tradenames	2.0		15
Total intangible assets with definite lives	$	18.6

The following tables summarizes the identifiable intangible assets, net and their useful life.

	Amount		Useful life
	(in millions)		(in years)
Customer relationships	$	25.4	17
Trademarks and tradenames	10.6		15
Technology	6.1		13
Total intangible assets with definite lives	$	42.1