Divestitures and Held for Sale

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As part of the Company’s Accelerated Transformation Plan, during 2018, the Company announced it was exploring strategic options for its industrial and commercial product assets, including its Waddington Group, Process Solutions, Rubbermaid Commercial Products, Rexair and Mapa/Spontex businesses, as well as non-core consumer businesses, including its Jostens, Pure Fishing, Rawlings, Rubbermaid Outdoor, Closet, Refuse and Garage, Goody Products and U.S. Playing Cards businesses. These businesses are classified as discontinued operations. Prior periods have been reclassified to conform with the current presentation. During 2018 and 2019, the Company sold Goody Products, Inc. (“Goody”), Jostens, Inc. (“Jostens”), Process Solutions, Pure Fishing, Inc. (“Pure Fishing”), the Rawlings Sporting Goods Company, Inc. (“Rawlings”), Rexair and Waddington Group, Inc. (“Waddington”) and other related subsidiaries as part of the Accelerated Transformation Plan. The Company currently expects to complete the remaining divestitures by the end of 2019 (see Footnote 19).

The following table provides a summary of amounts included in discontinued operations for the periods indicated (in millions):



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Net sales	$	455.8	$	1,527.2		$	996.7		$	2,733.1
Cost of products sold	312.7		934.5			691.5			1,740.3
Selling, general and administrative expenses	65.8		260.0			142.5			514.1
Restructuring costs, net	1.3		2.5			1.3			5.0
Impairment of goodwill, intangibles and other assets	11.0		454.0			185.7			454.0
Operating income (loss)	65.0		(123.8		)	(24.3		)	19.7
Non-operating expense (income)	5.9		(461.4		)	2.7			(461.0		)
Income (loss) before income taxes	59.1		337.6			(27.0		)	480.7
Income tax expense (benefit)	52.3		129.5			45.6			164.6
Net income (loss)	$	6.8	$	208.1		$	(72.6	)	$	316.1

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 condensed consolidated balance sheets as of the dates indicated (in millions):



	June 30, 2019		December 31, 2018
Accounts receivable, net	$	331.6	$	411.7
Inventories	218.1		338.7
Prepaid expenses and other	19.7		42.8
Property, plant and equipment, net	304.1		515.9
Operating lease assets, net	41.6		—
Goodwill	880.9		942.4
Other intangible assets, net	741.0		1,270.8
Other assets	8.7		12.9
Current assets held for sale	$	2,545.7	$	3,535.2

Accounts payable	$	180.1	$	256.7
Accrued compensation	38.2		57.0
Other accrued liabilities	145.0		154.3
Deferred income taxes	137.1		251.7
Operating lease liabilities	29.3		—
Other liabilities	8.3		15.1
Current liabilities held for sale	$	538.0	$	734.8

2019 Divestiture Activity

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 the three and six months ended June 30, 2019, the Company recorded a pre-tax gain of $5.6 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 the three and six months ended June 30, 2019, the Company recorded a pre-tax loss of $22.0 million, which is included in the income (loss) from discontinued operations.

On June 4, 2019, the Company entered into a definitive agreement to sell its U.S. Playing Cards business to Cartamundi Inc. and Cartamundi España S.L. for approximately $220 million, subject to customary adjustments for working capital and other post-closing adjustments. The Company expects the transaction to be completed in the second half of 2019, subject to certain customary conditions, including regulatory approvals.

During the three and six months ended June 30, 2019, the Company recorded impairment charges totaling $11.0 million and $186 million respectively, which are 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 Divestiture Activity

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 the three and six months ended June 30, 2018, the Company recorded a pretax loss of $136 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 the three and six months ended June 30, 2018, the Company recorded a pretax gain of approximately $600 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, LLC for approximately $110 million, subject to customary working capital and other post-closing adjustments.

On December 21, 2018, the Company sold Jostens to a fund managed by Platinum Equity, LLC for approximately $1.3 billion, subject to customary working capital and other post-closing adjustments.

On December 21, 2018, the Company sold Pure Fishing to a fund managed by Sycamore Partners L.P. for approximately $1.3 billion, subject to customary working capital and other post-closing adjustments.