Divestitures and Held for Sale

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

DIVESTITURES AND HELD FOR SALE

Embraco Sale Transaction

On April 23, 2018, our Board of Directors approved the sale of Embraco and we subsequently entered into an agreement to sell the compressor business for a cash purchase price of $1.08 billion, subject to customary adjustments including for indebtedness, cash and working capital at closing.

On July 1, 2019, we closed the sale of Embraco. Based on the cash purchase price, we estimate a gain, net of taxes, in the range of approximately $375 to $425 million. With the proceeds from this transaction, we will repay the outstanding term loan amount recorded in notes payable of approximately $1 billion as required under the Term Loan Agreement. The recognition of the gain and repayment of the outstanding term loan will occur in the third quarter of 2019.

The estimated gain is subject to change based on the final transaction amounts, including the net book value of held for sale assets at the closing date and the finalization of the amounts for closing costs, taxes and customary adjustments for indebtedness, cash and working capital. Please see "Embraco Sale Transaction" in the Management's Discussion and Analysis section for additional information on the agreement.

Embraco is reported within our Latin America reportable segment and meets the criteria for held for sale accounting. The operations of Embraco do not meet the criteria to be presented as discontinued operations.

The carrying amounts of the major classes of Embraco's assets and liabilities at June 30, 2019 and December 31, 2018 include the following:



Millions of dollars	June 30, 2019		December 31, 2018
Accounts receivable, net of allowance of $2 and $8, respectively	232		198
Inventories	234		165
Prepaid and other current assets	30		42
Property, net of accumulated depreciation of $532 and $616, respectively	386		364
Right of use assets	43		—
Other noncurrent assets	38		49
Total assets	$	963	$	818

Accounts payable	$	394	$	361
Accrued expenses	15		27
Accrued advertising and promotion	8		12
Other current liabilities	56		55
Lease liabilities	36		—
Other noncurrent liabilities	15		34
Total liabilities	$	524	$	489

The following table summarizes Embraco's earnings before income taxes for the periods presented:



	Three Months Ended June 30,				Six Months Ended June 30,
Millions of dollars	2019		2018		2019		2018
Earnings before income taxes	$	24	$	9	$	47	$	16

South Africa Sale Transaction

On June 28, 2019, we entered into an agreement to sell our South Africa operations for a cash purchase price of $5 million, subject to customary adjustments at closing.

The South Africa business is reported within our EMEA reportable segment and meets the criteria for held for sale accounting. The operations of South Africa do not meet the criteria to be presented as discontinued operations.

We recorded a charge of $68 million in the Consolidated Condensed Statements of Comprehensive Income during the second quarter of 2019 associated with this transaction. The loss includes a charge of $35 million for the write-down of the assets of the disposal group to fair value and $33 million of cumulative foreign currency translation adjustments included in the carrying amount of the disposal group to calculate the impairment.

The carrying amount of held for sale assets and liabilities of South Africa as of June 30, 2019 is $6 million and $34 million, respectively. Held for sale liabilities primarily includes the cumulative foreign currency translation adjustments that will be released upon closing of the transaction which will result in substantial liquidation of this foreign entity.

Earnings before income taxes for South Africa were immaterial for the periods presented.

For additional information see Note 11 to the Consolidated Condensed Financial Statements.

Turkey Divestiture Costs

For the six months ended June 30, 2019, we incurred approximately $11 million of divestiture related costs, primarily inventory liquidation costs, related to the exit from our domestic sales operations in Turkey.

For additional information see Note 13 to the Consolidated Condensed Financial Statements.