v3.10.0.1
Discontinued Operations (Notes)
 9 Months Ended
Sep. 28, 2018
Discontinued Operations [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations

Sale of Fluid Handling Business

The Company sold its Fluid Handling business to CIRCOR on December 11, 2017. After certain post-closing adjustments, total consideration for the sale was $860.6 million, consisting of $551.0 million of cash, 3.3 million shares of CIRCOR common stock (“CIRCOR Shares”), and assumption of $168.0 million of net retirement liabilities. All cash consideration has been collected.

During the three months ended June 29, 2018, the Company sold its CIRCOR Shares for $139.5 million, net of $5.8 million of underwriters' fees.

The key components of (Loss) income from discontinued operations for the three and nine months ended September 28, 2018 and September 29, 2017 were as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 28, 2018
 
September 29, 2017
 
September 28, 2018
 
September 29, 2017
 
(In thousands)

Net sales
$
—

 
$
114,524

 
$
—

 
$
343,690

Cost of Sales
—

 
77,379

 
—

 
224,373

Selling, general and administrative expense(1)
2,668

 
29,353

 
7,262

 
90,308

Divestiture-related expense, net(2)
1,013

 
5,675

 
3,371

 
7,275

Restructuring and other related items(3)
—

 
634

 
—

 
(7,628
)
Operating (loss) income
(3,681
)
 
1,483

 
(10,633
)
 
29,362

Interest income(4)
—

 
88

 
—

 
353

Loss on disposal
—

 
—

 
(4,337
)
 
—

(Loss) income from discontinued operations before income taxes
(3,681
)
 
1,571

 
(14,970
)
 
29,715

Income tax (benefit) expense (5)
(985
)
 
(511
)
 
16,292

 
7,925

(Loss) income from discontinued operations, net of taxes
$
(2,696
)
 
$
2,082

 
$
(31,262
)
 
$
21,790

             
(1) Pursuant to the Purchase Agreement, the Company retained its asbestos-related contingencies and insurance coverages. However, as the Company did not retain an interest in the ongoing operations of the business subject to the contingencies, the Company has classified asbestos-related activity in its Condensed Consolidated Statements of Income as part of (Loss) income from discontinued operations. See Note 14, “Commitments and Contingencies” for further information.
(2) Primarily related to professional and consulting fees associated with the divestiture including due diligence and preparation of regulatory filings, as well as employee benefit arrangements and other disposition-related activities.
(3) During the nine months ended September 29, 2017, the Company recorded a gain of approximately $12 million from the sale of a facility.
(4) Interest expense has not been allocated to the discontinued operations.
(5) Income tax expense for the nine months ended September 28, 2018 includes incremental tax expense due to changes in the estimated gain allocation by jurisdiction which were recognized during the three months ended June 29, 2018.

The Company did not have material cash flows for discontinued operations during the nine months ended September 28, 2018. Cash provided by operating activities of discontinued operations for the nine months ended September 29, 2017 was $33.9 million. Cash used in investing activities of discontinued operations was $6.0 million for the nine months ended September 29, 2017. There are no material items in the accompanying Condensed Consolidated Statements of Income that had been eliminated in consolidation prior to the disposal.