Discontinued Operations and Other Dispositions

Sale of Balcke Dürr Business

As indicated in Note 1, on December 30, 2016, we completed the sale of Balcke Dürr for cash proceeds of less than $0.1. In addition, we left $21.1 of cash in Balcke Dürr at the time of the sale and provided the Buyer with a non-interest bearing loan of $9.1, payable in installments due at the end of 2018 and 2019. In connection with the sale, we recorded a net loss of $78.6 to “Gain (loss) on disposition of discontinued operations, net of tax” during the fourth quarter of 2016.

The purchase agreement provides that existing parent company guarantees and bank and surety bonds, which totaled approximately Euro 79.0 and Euro 79.0, respectively, at the time of sale (and Euro 76.1 and Euro 47.9, respectively, at December 31, 2017), will remain in place through each instrument’s expiration date, with such expiration dates occurring through 2022. Balcke Dürr and the Buyer have provided us a full indemnity in the event that any of these guarantees or bonds are called. Also, at the time of sale, Balcke Dürr provided cash collateral of Euro 4.0 and mutares AG provided a guarantee of Euro 5.0 as a security for the above indemnifications (Euro 4.0 and Euro 3.0, respectively, at December 31, 2017). The net loss recorded at the time of the sale of $78.6 includes a charge of $5.1 associated with the estimated fair value of the guarantees and bonds, after consideration of the indemnifications provided in the event any of the guarantees or bonds are called. See Note 15 for further details regarding the estimated fair value of these guarantees and bonds.

The final sales price for Balcke Dürr is subject to adjustment based on cash and working capital existing at the closing date and is subject to agreement with the Buyer. Final agreement of the cash and working capital amounts with the Buyer has yet to occur. Accordingly, it is possible that the sales price and resulting loss for this divestiture may be materially adjusted in subsequent periods.

As indicated in Note 1, the results of Balcke Dürr are presented as a discontinued operation within the accompanying consolidated financial statements. Major classes of line items constituting pre-tax loss and after-tax loss of Balcke Dürr for the years ended December 31, 2016 and 2015 are shown below:



	Year ended December 31,
	2016			2015
Revenues	$	153.4		$	160.3
Costs and expenses:
Costs of products sold	144.2			143.8
Selling, general and administrative	31.4			37.9
Impairment of goodwill	—			13.7
Special charges (credits), net	(1.3		)	12.7
Other expense	(0.2		)	(0.9		)
Loss before taxes	(21.1		)	(48.7		)
Income tax benefit	4.5			9.1
Loss from discontinued operations	$	(16.6	)	$	(39.6	)

The following table presents selected financial information for Balcke Dürr that is included within discontinued operations in the consolidated statements of cash flows for the years ended December 31, 2016 and 2015:



	Year ended December 31,
	2016		2015
Non-cash items included in income (loss) from discontinued operations, net of tax
Depreciation and amortization	$	2.0	$	2.2
Impairment of goodwill	—		13.7
Capital expenditures	0.7		1.9

During 2017, we reduced the net loss associated with the sale of Balcke Dürr by $6.8. The reduction was comprised of an additional income tax benefit recorded for the sale of $9.4, partially offset by the impact of adjustments to liabilities retained in connection with the sale and certain other adjustments.

Spin-Off of SPX FLOW

As indicated in Note 1, we completed the Spin-Off of SPX FLOW on September 26, 2015. The results of SPX FLOW are presented as a discontinued operation within the accompanying consolidated statements of operations and consolidated statements of cash flows. Major classes of line items constituting pre-tax income and after-tax income of SPX FLOW for the year ended December 31, 2015 ⁽¹⁾ are shown below:



Revenues	$	1,775.1
Costs and expenses:
Costs of products sold	1,179.3
Selling, general and administrative ⁽²⁾	368.2
Intangible amortization	17.7
Impairment of intangible assets	15.0
Special charges	41.2
Other income, net	1.3
Interest expense, net	(32.6		)
Income before taxes	122.4
Income tax provision	(43.0		)
Income from discontinued operations	79.4
Less: Net loss attributable to noncontrolling interest	(0.9		)
Income from discontinued operations attributable to common shareholders	$	80.3


⁽¹⁾	Represents financial results for SPX FLOW through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by $1.4 that was recorded during the fourth quarter of 2015.


⁽²⁾	Includes $30.8 of professional fees and other costs that were incurred in connection with the Spin-Off.

The following table presents selected financial information for SPX FLOW that is included within discontinued operations in the consolidated statement of cash flows for the year ended December 31, 2015⁽¹⁾:



Non-cash items included in income from discontinued operations, net of tax
Depreciation and amortization	$	44.3
Impairment of intangible assets	15.0
Capital expenditures	43.1


⁽¹⁾	Represents financial results for SPX FLOW through the date of Spin-Off (i.e., the nine months ended September 26, 2015).

In connection with the Spin-Off, we entered into definitive agreements with SPX FLOW that, among other matters, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with SPX FLOW after the Spin-Off, including the following:


•	Separation and Distribution Agreement;


•	Tax Matters Agreement;


•	Employee Matters Agreement; and


•	Trademark License Agreement.

Pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement, SPX FLOW has agreed to indemnify us for certain liabilities, and we have agreed to indemnify SPX FLOW for certain liabilities, in each case for uncapped amounts. As of December 31, 2017, no indemnification claims have been initiated.

The financial activity governed by these agreements between SPX FLOW and us was not material to our consolidated financial results for the years ended December 31, 2017, 2016 and 2015.

We also entered into a five-year agreement with SPX FLOW to lease office space for our corporate headquarters. Annual lease costs associated with the agreement are $2.1.

Other Discontinued Operations Activity

In addition to the businesses discussed above, we recognized net losses of $1.5, $2.7 and $5.2 during 2017, 2016 and 2015, respectively, resulting from adjustments to gains/losses on dispositions of businesses discontinued prior to 2015.

Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.

For the years ended December 31, 2017, 2016 and 2015, results of operations from our businesses reported as discontinued operations were as follows:



	Year ended December 31,
	2017			2016			2015 ⁽¹⁾
Balcke Dürr
Loss from discontinued operations	$	(2.6	)	$	(107.0	)	$	(48.7	)
Income tax benefit	9.4			11.8			9.1
Income (loss) from discontinued operations, net	6.8			(95.2		)	(39.6		)

SPX FLOW
Income from discontinued operations	—			—			122.4
Income tax provision	—			—			(43.0		)
Income from discontinued operations, net	—			—			79.4

All other
Loss from discontinued operations	(4.0		)	(3.7		)	(8.6		)
Income tax benefit	2.5			1.0			3.4
Loss from discontinued operations, net	(1.5		)	(2.7		)	(5.2		)

Total
Income (loss) from discontinued operations	(6.6		)	(110.7		)	65.1
Income tax (provision) benefit	11.9			12.8			(30.5		)
Income (loss) from discontinued operations, net	$	5.3		$	(97.9	)	$	34.6


⁽¹⁾	For SPX FLOW, represents financial results through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by $1.4 that was recorded during the fourth quarter of 2015.

Other Dispositions

As indicated in Note 1, on March 30, 2016, we completed the sale of our dry cooling business for cash proceeds of $47.6 (net of cash transferred with the business of $3.0). In connection with the sale, we recorded a gain of $18.4. The gain includes a reclassification from “Equity” of other comprehensive income of $40.4 related to foreign currency translation.