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  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

 

DISCONTINUED OPERATIONS

 

Sale of Textile Effects Business

 

On August 9, 2022, we entered into a definitive agreement to sell our Textile Effects Business to Archroma for 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 and subject to certain customary purchase price adjustments as set forth in the purchase agreement. We 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. 

 

Sale of Chemical Intermediates Businesses

 

On January 3, 2020, we completed the sale of our Chemical Intermediates Businesses to 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 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. In connection with this sale, we recognized approximately $19 million of income as a result of a liquidation of LIFO inventory.

 

During the year ended December 31, 2020, we paid $231 million of income taxes with respect to the gain on the sale of our Chemical Intermediates Businesses. With the sale of approximately 42.4 million 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. 

 

Financial Information for Discontinued Operations

 

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 our consolidated balance sheets (dollars in millions):

 

   

December 31,

   

December 31,

 
   

2022

   

2021

 

Carrying amounts of major classes of assets held for sale:

               

Accounts receivable

  $ 133     $ 171  

Inventories

    151       163  

Other current assets

    11       12  

Total current assets

          346  

Property, plant and equipment, net

    134       133  

Deferred income taxes

    13       26  

Operating lease right-of-use assets

    15       22  

Other noncurrent assets

    15       1  

Total noncurrent assets

          182  

Total assets held for sale(1)

  $ 472     $ 528  

Carrying amounts of major classes of liabilities held for sale:

               

Accounts payable

  $ 63     $ 94  

Accrued liabilities

    47       67  

Current operating lease liabilities

    2       2  

Total current liabilities

          163  

Noncurrent operating lease liabilities

    17       24  

Other noncurrent liabilities

    65       127  

Total noncurrent liabilities

          151  

Total liabilities held for sale(1)

  $ 194     $ 314  

 


(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.

 

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

 

   

Year ended December 31,

 
   

2022

   

2021

   

2020

 

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

                       

Trade sales, services and fees, net(2)

  $ 692     $ 783     $ 604  

Cost of goods sold(2)(3)

    531       592       437  

Gain on sale of the Chemical Intermediates Businesses

                978  

Other expense items, net

    130       121       122  

Income from discontinued operations before income taxes

    31       70       1,023  

Income tax expense

    (19 )     (21 )     (246 )

Income from discontinued operations, net of tax

    12       49       777  

Net income attributable to noncontrolling interests

    (3 )            

Net income attributable to discontinued operations

  $ 9     $ 49     $ 777  

 


(1)

Discontinued operations primarily include our Textile Effects Business and Chemical Intermediates Businesses. 

(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.

 

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

 

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 our consolidated statements of operations.

 

Separation and Deconsolidation of Venator

 

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”). 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 Default” 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 of $12 million and $28 million, 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, net” in our consolidated statements of operations.