Divestitures and Held for Sale

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As part of the Company’s ATP, during 2018, the Company announced it was exploring strategic options for its industrial and commercial product assets, including the Waddington Group, the Process Solutions business, the Commercial Business and the Rexair business, as well as non-core consumer businesses, including Jostens, Pure Fishing, Rawlings, Goody and The United States Playing Card Company. During the Third and Fourth Quarter of 2019, the Company’s Board of Directors approved the decision to not continue pursuing the sale of the Commercial Business (see Footnote 1). These businesses, with the exception of the Commercial Business were classified as discontinued operations. During 2018 and 2019, the Company sold Goody, Jostens, the Process Solutions business, Pure Fishing, Rawlings, Rexair, Waddington, The United States Playing Card Company and other related subsidiaries as part of the ATP. The Company completed the ATP with the sale of The United States Playing Card Company.

The following table provides a summary of amounts included in discontinued operations for the years ended December 31, (in millions):



	2019			2018			2017
Net sales (1)	$	368.2		$	2,879.1		$	3,524.4
Cost of products sold (1)	266.2			1,798.3			2,245.6
Selling, general and administrative expenses	47.7			623.8			753.1
Restructuring costs, net	—			3.2			16.6
Impairment of goodwill, intangibles and other assets	112.1			1,464.4			0.7
Operating income (loss)	(57.8		)	(1,010.6		)	508.4
Non-operating expense (income) (2)	(9.3		)	(830.4		)	(1.3		)
Income (loss) before income taxes	(48.5		)	(180.2		)	509.7
Income tax expense	31.0			129.5			195.2
Net income (loss)	$	(79.5	)	$	(309.7	)	$	314.5


(1)	2018 includes a reclassification from cost of products sold to net sales of $12.8 million related to the adoption of Topic 606.


(2)	2019 and 2018 include gains on sale of discontinued operations of $7.3 million and $831 million, respectively.

Held for Sale

The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities held for sale in the Consolidated Balance Sheets at December 31, (in millions):



	2019		2018
Accounts receivable, net	$	—	$	98.9
Inventories	—		161.1
Prepaid expenses and other current assets	—		23.6
Property, plant and equipment, net	—		215.4
Goodwill	—		38.7
Other intangible assets, net	—		699.8
Other assets	—		6.3
Current assets held for sale	$	—	$	1,243.8

Accounts payable	$	—	$	84.6
Accrued compensation	—		23.2
Other accrued liabilities	—		27.1
Deferred income taxes	—		152.7
Other liabilities	—		4.8
Current liabilities held for sale	$	—	$	292.4

Divestitures

2019

On May 1, 2019, the Company sold its Rexair business to investment funds affiliated with Rhône Capital for approximately $235 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax gain of $1.6 million, which is included in the income (loss) from discontinued operations.

On May 1, 2019, the Company sold its Process Solutions business to an affiliate of One Rock Capital Partners, LLC, for approximately $500 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax loss of $6.8 million, which is included in the income (loss) from discontinued operations.

On December 31, 2019, the Company sold its Playing Cards business to Cartamundi Inc. and Cartamundi España S.L. for $220 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax loss of $5.0 million, which is included in the income (loss) from discontinued operations.

During 2019, the Company recorded impairment charges of $112 million, which is included in the income (loss) from discontinued operations, related to the write-down of the carrying value of the net assets of certain held for sale businesses based on their estimated fair value.

2018

On June 29, 2018, the Company sold Rawlings, its Team Sports business, to a fund managed by Seidler Equity Partners with a co-investment of Major League Baseball for approximately $400 million, subject to customary working capital and other post-closing adjustments. As a result, during 2018, the Company recorded a pre-tax loss of $128 million, which is included in the income (loss) from discontinued operations.

On June 29, 2018, the Company sold Waddington to Novolex Holdings LLC for approximately $2.3 billion, subject to customary working capital and other post-closing adjustments. As a result, during 2018, the Company recorded a pre-tax gain of $599 million, which is included in the income (loss) from discontinued operations.

On August 31, 2018, the Company sold its Goody business, to a fund managed by ACON Investments, L.L.C. for approximately $109 million, subject to customary working capital and other post-closing adjustments. As a result, during 2018, the Company recorded a pre-tax gain of $20.3 million, which is included in the income (loss) from discontinued operations.

On December 21, 2018, the Company sold Jostens to Platinum Equity for approximately $1.3 billion, subject to customary working capital and other post-closing adjustments. As a result, during 2018, the Company recorded a pre-tax loss of $32.1 million, which is included in the income (loss) from discontinued operations.

On December 21, 2018, the Company sold Pure Fishing to Sycamore Partners for approximately $1.3 billion, subject to customary working capital and other post-closing adjustments. As a result, during 2018, the Company recorded a pre-tax gain of $372 million, which is included in the income (loss) from discontinued operations.

During 2018, the Company recorded an impairment charge primarily related to goodwill and indefinite-lived intangible assets totaling $1.5 billion, which is included in the income (loss) from discontinued operations, primarily related to the write-down of the carrying value of the net assets of certain held for sale businesses based on their estimated fair value.

2017

On July 14, 2017, the Company sold its Winter Sports business for a selling price of approximately $240 million, subject to customary working capital and other post-closing adjustments. For 2017, net sales from the Winter Sports business were not material. During 2017, the Company recorded an impairment charge of $59.1 million related to the write-down of the carrying value of the net assets of the Winter Sports business to their estimated fair market value.

During 2017, the Company sold its Rubbermaid^® consumer storage totes business, its stroller business under the Teutonia^® brand, its Lehigh business, its Firebuilding business and its triathlon apparel business under the Zoot^® and Squadra^® brands. The selling prices for these businesses were not significant. During 2017, the Company recorded impairment charges of $15.3 million related to the write down of the carrying value of the net assets of the Firebuilding and Teutonia^® stroller businesses to their estimated fair market value.

In March 2017, the Company sold its Tools business, including the Irwin^®, Lenox^® and Hilmor^® brands. The selling price was $1.95 billion, subject to customary working capital and other post-closing adjustments. As a result, during 2017, the Company recorded a pre-tax gain of $768 million, which is included in other (income) expense, net. Net sales for the Tools business in 2017 were not material.