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Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.21.1
Note 4 - Discontinued Operations and Business Dispositions
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS �

Ìý

SaLE of VenatorÌýInterEST

Ìý

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venatorâ€�)Ìýand received approximately $99Ìýmillion in cash. Subsequent to this sale of ordinary shares of Venator, we no longer account for our current remaining ownership interest in Venator as an equity method investment, but rather as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise would result in a default or an "Event of Default" under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement.ÌýWe recordÌýthis option agreement at fair value with changes in fair value reported in earnings.

Ìý

For the three months ended March 31, 2021 and 2020, we recorded net losses ofÌý $19Ìýmillion and $110Ìýmillion, respectively,Ìýto record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net losses were recorded in “Fair value adjustments to Venator investmentâ€� on our condensed consolidated statements of operations.

Ìý

Summarized financial information of Venator for the three months ended March 31, 2020Ìýis as follows (in millions):
Ìý
Ìý Ìý

Three months

Ìý
Ìý Ìý

ended

Ìý
Ìý Ìý

March 31, 2020

Ìý

Revenues

Ìý $ 532 Ìý

Gross profit

Ìý Ìý 61 Ìý

Income from continuing operations

Ìý Ìý 8 Ìý

Net income

Ìý Ìý 8 Ìý

Net income attributable to Venator

Ìý Ìý 7 Ìý

Ìý

Sale of Chemical Intermediates Businesses�

Ìý

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which includes PO/MTBE, and our surfactants business (“Chemical Intermediates Businesses�) to Indorama Ventures Holdings L.P. (“Indorama�) in a transaction valued at approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. In connection with this sale, we recognized a net after-tax gain of $758 million in the first quarter of 2020. Also, in connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by the Chemical Intermediates Businesses.

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The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income of discontinued operations as presented in our condensed consolidated statements of operations (dollars in millions):

Ìý

Ìý Ìý

Three months

Ìý
Ìý Ìý

ended

Ìý
Ìý Ìý

March 31, 2020

Ìý

Major line items constituting pretax income of discontinued operations(1):

Ìý Ìý Ìý Ìý

Trade sales, services and fees, net(2)

Ìý $ 6 Ìý

Cost of goods sold(2)

Ìý Ìý 9 Ìý

Gain on sale of the Chemical Intermediates Businesses

Ìý Ìý 990 Ìý

Insurance proceeds

Ìý Ìý 28 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 1,015 Ìý

Income tax expense

Ìý Ìý (238 )

Net income attributable to discontinued operations

Ìý $ 777 Ìý

Ìý


(1)

Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented.

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(2)

Includes eliminations of trade sales, services and fees, net and cost of sales between continuing operations and discontinued operations.

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