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Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.22.4
Note 4 - Discontinued Operations and Business Dispositions
12 Months Ended
Dec. 31, 2022
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

Ìý

DISCONTINUED OPERATIONS

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Sale of Textile Effects Business

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On August 9, 2022, we entered into a definitive agreement to sell our Textile Effects Business to ArchromaÌýfor a purchase price of $593 million in cash plus the assumption of underfunded pension liabilities, and we expect the net after tax cash proceeds to be approximately $540 million before fees andÌýsubject to certain customary purchase price adjustments as set forth in the purchase agreement.ÌýWe expect the transaction to close on February 28, 2023. Beginning in the third quarter of 2022, the results of our Textile Effects Business are reported as discontinued operations for all periods presented.Ìý

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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.

Ìý

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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Financial Information for Discontinued Operations

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The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that are classified as held for sale in ourÌýconsolidated balance sheets (dollars in millions):

Ìý

Ìý Ìý

December 31,

Ìý Ìý

December 31,

Ìý
Ìý Ìý

2022

Ìý Ìý

2021

Ìý

Carrying amounts of major classes of assets held for sale:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Accounts receivable

Ìý $ 133 Ìý Ìý $ 171 Ìý

Inventories

Ìý Ìý 151 Ìý Ìý Ìý 163 Ìý

Other current assets

Ìý Ìý 11 Ìý Ìý Ìý 12 Ìý

Total current assets

Ìý Ìý Ìý Ìý Ìý 346 Ìý

Property, plant and equipment, net

Ìý Ìý 134 Ìý Ìý Ìý 133 Ìý

Deferred income taxes

Ìý Ìý 13 Ìý Ìý Ìý 26 Ìý

Operating lease right-of-use assets

Ìý Ìý 15 Ìý Ìý Ìý 22 Ìý

Other noncurrent assets

Ìý Ìý 15 Ìý Ìý Ìý 1 Ìý

Total noncurrent assets

Ìý Ìý Ìý Ìý Ìý 182 Ìý

Total assets held for sale(1)

Ìý $ 472 Ìý Ìý $ 528 Ìý

Carrying amounts of major classes of liabilities held for sale:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Accounts payable

Ìý $ 63 Ìý Ìý $ 94 Ìý

Accrued liabilities

Ìý Ìý 47 Ìý Ìý Ìý 67 Ìý

Current operating lease liabilities

Ìý Ìý 2 Ìý Ìý Ìý 2 Ìý

Total current liabilities

Ìý Ìý Ìý Ìý Ìý 163 Ìý

Noncurrent operating lease liabilities

Ìý Ìý 17 Ìý Ìý Ìý 24 Ìý

Other noncurrent liabilities

Ìý Ìý 65 Ìý Ìý Ìý 127 Ìý

Total noncurrent liabilities

Ìý Ìý Ìý Ìý Ìý 151 Ìý

Total liabilities held for sale(1)

Ìý $ 194 Ìý Ìý $ 314 Ìý

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(1) Held for sale assets and liabilities are those of our Textile Effects Business. Total assets and liabilities held for sale as of December 31, 2022 are classified as current as we anticipate the sale of our Textile Effects Business will close in February 2023.

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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):

Ìý

Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2022

Ìý Ìý

2021

Ìý Ìý

2020

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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 $ 692 Ìý Ìý $ 783 Ìý Ìý $ 604 Ìý

Cost of goods sold(2)(3)

Ìý Ìý 531 Ìý Ìý Ìý 592 Ìý Ìý Ìý 437 Ìý

Gain on sale of the Chemical Intermediates Businesses

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

Other expense items, net

Ìý Ìý 130 Ìý Ìý Ìý 121 Ìý Ìý Ìý 122 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 31 Ìý Ìý Ìý 70 Ìý Ìý Ìý 1,023 Ìý

Income tax expense

Ìý Ìý (19 ) Ìý Ìý (21 ) Ìý Ìý (246 )

Income from discontinued operations, net of tax

Ìý Ìý 12 Ìý Ìý Ìý 49 Ìý Ìý Ìý 777 Ìý

Net income attributable to noncontrolling interests

Ìý Ìý (3 ) Ìý Ìý â€� Ìý Ìý Ìý â€� Ìý

Net income attributable to discontinued operations

Ìý $ 9 Ìý Ìý $ 49 Ìý Ìý $ 777 Ìý

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(1)

Discontinued operations primarily include our Textile Effects Business andÌýChemical Intermediates Businesses.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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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 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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Separation and Deconsolidation of Venator

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On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venatorâ€�). Concurrent with the sale of 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 Defaultâ€� under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement. We record this option at fair value with changes in fair value reported in earnings. We account for our remaining ownership interest in Venator as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. For the years ended December 31, 2022 and 2021, we recorded net losses ofÌý$12 million andÌý$28Ìýmillion, respectively, to record our investment in Venator and related option at fair value. For the year ended December 31, 2020, we recorded a loss of $88 million, primarily consisting of a loss of $43 million to record our investment in Venator at fair value, a loss 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. These net losses were recorded in “Fair value adjustments to Venator investment, netâ€� in our consolidated statements of operations.

Ìý