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Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations and Business Dispositions

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

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

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Sale of India-Based Do-It-Yourself Consumer Adhesives Business

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On November 3, 2020, we completed the sale of the India-based DIY business to Pidilite Industries Ltd. and received cash of approximately $257 million. In the second quarter of 2021, we received the full payment of $28 million pursuant to an earnout provision based on the DIY business’s achievement, within 18 months, of certain sales revenue targets in line with its 2019 performance. As a result, we recognized an additional pretax gain of $28 million in the second quarter of 2021, which was recorded in gain on sale of India-based DIY business in ourÌýconsolidated statements of operations.

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Sale of Chemical Intermediates Businesses

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On January 3, 2020, we completed the sale of our Chemical Intermediates Businesses to IndoramaÌýin 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 received proceeds of approximately $1.92 billion and recognized a net after-tax gain of $748 million in 2020. Additionally, in connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by our former Chemical Intermediates Businesses.ÌýIn connection with this sale, we recognized approximately $19 million of income as a result of a liquidation of LIFO inventory.

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During the year ended December 31, 2020, we paid $231Ìýmillion of income taxes with respect to the gain on the sale of our Chemical Intermediates Businesses. With the sale of approximately 42.4Ìýmillion ordinary shares we held in Venator to SK Capital Partners, LP completed on December 23, 2020, we offset the capital loss on the sale of the Venator shares against the capital gain realized on the sale of our Chemical Intermediates Businesses.Ìý

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

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Ìý Ìý

Year ended December 31,

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Ìý Ìý

2021

Ìý Ìý

2020

Ìý Ìý

2019

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

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Trade sales, services and fees, net(2)

Ìý $ â€� Ìý Ìý $ 7 Ìý Ìý $ 1,545 Ìý

Cost of goods sold(2)(3)

Ìý Ìý â€� Ìý Ìý Ìý (37 ) Ìý Ìý 1,287 Ìý

Gain on sale of the Chemical Intermediates Businesses

Ìý Ìý â€� Ìý Ìý Ìý 978 Ìý Ìý Ìý â€� Ìý

Other (income) expense items, net

Ìý Ìý (3 ) Ìý Ìý 5 Ìý Ìý Ìý 54 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 3 Ìý Ìý Ìý 1,017 Ìý Ìý Ìý 204 Ìý

Income tax expense

Ìý Ìý (3 ) Ìý Ìý (242 ) Ìý Ìý (35 )

Net income attributable to discontinued operations

Ìý $ â€� Ìý Ìý $ 775 Ìý Ìý $ 169 Ìý

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(1)

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

(2)

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

(3) Includes $48 million of proceeds related to insurance recoveries during the year ended December 31, 2020.

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Separation and Deconsolidation of Venator

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In August 2017, we separated our Titanium Dioxide and Performance Additives business and conducted an initial public offering of ordinary shares of Venator. Beginning in December 2018, following a series of public offerings and sales of Venator ordinary shares, our ownership in Venator decreased to approximately 49%, and we began accounting for our remaining interest in Venator as an equity method investment using the fair value option. On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator and received approximately $99Ìýmillion in cash.ÌýSubsequent 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.ÌýFor the year ended December 31, 2021, we recorded a loss of $28Ìýmillion to record our investment in Venator at fair value. For the year ended December 31, 2020, we recorded a loss of $88Ìýmillion, primarily consisting of a loss of $43 million to record our investment in Venator at fair value, aÌýloss of $12 million related to the sale of approximately 42.4 million Venator ordinary shares and a loss of $31 million on the write off of a receivable related to certain income tax benefits that were reduced upon the completion of the sale of Venator shares to SK Capital Partners, LP. For the year ended December 31, 2019, we recorded a loss of $18Ìýmillion, primarily to record our investment in Venator at fair value. These net losses were recorded in “Fair value adjustments to Venator investment and related loss on disposalâ€� on our consolidated statements of operations.

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