XML 39 R28.htm IDEA: XBRL DOCUMENT v3.22.1
DIVESTITURES
 3 Months Ended
Apr. 02, 2022
Discontinued Operations and Disposal Groups [Abstract]  
DIVESTITURES DIVESTITURES
PENDING DIVESTITURES

Mechanical Access Solutions business
In April 2022, the Company announced that it had reached a definitive agreement for the sale of its remaining Security assets to Allegion plc for $900 million in cash. The proposed transaction includes the Company's Mechanical Access Solutions ("MAS") business comprising of the automatic doors business. As of April 2, 2022 and January 2, 2022, the assets and liabilities related to MAS were classified as held for sale on the Company's Condensed Consolidated Balance Sheets. The sale is subject to regulatory approval and other customary closing conditions, and is expected to close mid-year.
As part of the purchase and sale agreement, the Company will perform transition services relating to certain administrative functions for Purchaser primarily for a period of two years or less, pending integration of these functions into their pre-existing business processes.

Commercial Electronic Security and Healthcare businesses

In December 2021, the Company announced that it had reached a definitive agreement for the sale of most of its Security assets to Securitas AB ("Purchaser") for approximately $3.2 billion in cash. The proposed transaction includes the Company's Convergent Security Solutions ("CSS") business comprising of the commercial electronic security and healthcare businesses. As a result, the assets and liabilities related to CSS were classified as held for sale on the Company's Condensed Consolidated Balance Sheets. The sale is subject to regulatory approvals and other customary closing conditions, and the Company's current expectation is the transaction will close mid-year.

As part of the purchase and sale agreement, the Company will perform transition services relating to certain administrative functions for Purchaser primarily for a period of one year or less, pending integration of these functions into their pre-existing business processes. A portion of the $3.2 billion received at closing reimburses the Company for transition service costs expected to be incurred.
The MAS and CSS divestitures represent a single plan to exit the Security segment and are considered a strategic shift that will have a major effect on the Company’s operations and financial results. As such, the operating results of the MAS and CSS are reported as discontinued operations. Amounts previously reported have been reclassified to conform to this presentation to allow for meaningful comparison of continuing operations. These divestitures allow the Company to invest in other areas of the Company that fit into its long-term growth strategy.

Summarized operating results of discontinued operations are presented in the following table for the three months ended April 2, 2022 and April 3, 2021:
Year-to-Date
(Millions of Dollars)20222021
Net Sales$488.3 $476.3 
Cost of sales312.6 299.8 
Selling, general, and administrative(1)
138.2 133.7 
Other, net and restructuring charges15.3 11.7 
Earnings from discontinued operations before income taxes$22.2 $31.1 
Income taxes on discontinued operations2.4 3.9 
Net earnings from discontinued operations$19.8 $27.2 
(1) Includes provision for credit losses.

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to MAS and CSS that are included in the Condensed Consolidated Statements of Cash Flows (in millions) for the three months ended April 2, 2022 and April 3, 2021:

Year-to-Date
(Millions of Dollars)20222021
Depreciation and amortization$1.3 $16.6 
Capital expenditures$4.0 $4.9 
Stock-based compensation$9.3 $2.0 

The carrying amounts of the assets and liabilities that were aggregated in assets held for sale and liabilities held for sale as of April 2, 2022 and January 1, 2022 are presented in the following table:

(Millions of Dollars)April 2, 2022January 1, 2022
Cash and cash equivalents$150.8 $145.1 
Accounts and notes receivable, net495.7 513.9 
Inventories, net170.5 169.4 
Other current assets47.0 41.2 
Property, plant and equipment, net90.9 84.3 
Goodwill and other intangibles, net2,250.6 2,270.2 
Other assets287.0 281.3 
Total assets$3,492.5 $3,505.4 
Accounts payable and accrued expenses$463.5 $460.4 
Other long-term liabilities129.1 137.4 
Total liabilities$592.6 $597.8