Assets/Liabilities Held for Sale and Divestitures

In September 2018, the Company entered into an agreement (subject to regulatory approval) to sell a portfolio of select standalone customer care contracts to Skyview Capital LLC. The assets and liabilities related to this portfolio, collectively referred to as the Disposal Group, have been reclassified to held for sale and measured at the lower of carrying value or fair value less cost to sell. The fair value less estimated cost to sell, as measured by the terms of the sale’s agreement, was less than the carrying amount by $47 million. Accordingly, the Company recorded a $47 million impairment charge, which included a write-off of goodwill of $10 million and long-lived assets of $8 million. This impairment charge was included in the (Gain) loss on divestitures and transaction costs line in the Consolidated Statements of Income(Loss). This Disposal Group is reported in the Commercial Industries segment. The revenues generated from this business were $103 million and $336 million for the three and nine months ended September 30, 2018, respectively and $483 million for the year ended December 31, 2017.

Following is a summary of the major categories of assets and liabilities that have been reclassified to held for sale.



(in millions)	September 30, 2018
Accounts Receivable, net	$	35
Total Assets held for sale	$	35

Accounts payable	$	1
Accrued compensation	9
Unearned revenue	4
Other	7
Total Liabilities held for sale	$	21

In September 2018, the Company completed the sale of its local and municipal constituent government software solutions business to Avenu Insights & Analytics. The proceeds from this divestiture were $106 million in cash and the transaction generated a pre-tax gain of $1 million. The revenues generated from this business were $26 million and $81 million for the three and nine months ended September 30, 2018, respectively and $113 million for the year ended December 31, 2017.

In August 2018, the Company completed the sale of its U.S. human resource consulting and actuarial business and the human resource consulting and outsourcing business located in Canada and the United Kingdom (U.K.) to H.I.G. Capital. The proceeds from this divestiture include $168 million in cash paid at closing, $20 million to be collected in installments over four years and a contingent consideration of $6 million. The transaction generated a pre-tax loss of $5 million. The revenues generated from this business were $29 million and $166 million for the three and nine months ended September 30, 2018, respectively and $279 million for the year ended December 31, 2017.

In July 2018, the Company completed the sale of its off-street parking business, including the Multipark System in France and the U.K., along with its U.S. Airport Parking business to Andera Partners. The proceeds from this divestiture were $26 million in cash and the transaction generated a pre-tax gain of $8 million. The revenues generated from this business were $1 million and $18 million for the three and nine months ended September 30, 2018, respectively and $42 million for the year ended December 31, 2017.

In June 2018, the Company completed the sale of its Commercial Vehicle Operations (CVO) business to Alinda Capital Partners. During the third quarter of 2018, the Company recorded a final working capital adjustment for the sale of the CVO business in the amount of $3 million, increasing the cash proceeds received and pre-tax gain recorded to $403 million and $77 million, respectively. The revenue generated from this business was $33 million for the six months ended June 30, 2018 and $66 million for the year ended December 31, 2017.