Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.20.4
Note 4 - Discontinued Operations and Business Dispositions
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

 

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. For more information on the sale of ordinary shares we hold in Venator to SK Capital Partners, LP, see “Note 1. Recent Developments – Sale of Venator Interest.”

 

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 were classified as held for sale in our consolidated balance sheets (dollars in millions):

 

   

December 31,

 
   

2019

 

Carrying amounts of major classes of assets held for sale:

       

Accounts receivable

  $ 145  

Inventories

    105  

Property, plant and equipment, net

    720  

Operating lease right-of-use assets

    69  

Deferred income taxes

    4  

Other noncurrent assets

    165  

Total assets held for sale(1)

  $ 1,208  

Carrying amounts of major classes of liabilities held for sale:

       

Accounts payable

  $ 152  

Accrued liabilities

    26  

Current operating lease liabilities

    20  

Deferred income taxes

    135  

Noncurrent operating lease liabilities

    51  

Other noncurrent liabilities

    128  

Total liabilities held for sale(1)

  $ 512  

(1)

The assets and liabilities held for sale are classified as current as of December 31, 2019 because the sale of our Chemical Intermediates Businesses was completed on January 3, 2020.

 

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

 

   

Year ended December 31,

 
   

2020

   

2019

   

2018

 

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

                       

Trade sales, services and fees, net(2)

  $ 7     $ 1,545     $ 3,923  

Cost of goods sold(2)

    (37 )     1,287       2,847  
Gain on sale of the Chemical Intermediates Businesses     978              

Other expense items, net that are not major

    5       54       332  
Income from discontinued operations before income taxes     1,017       204       744  

Income tax expense

    (242 )     (35 )     (86 )

Loss on disposal

                (427 )

Valuation allowance

                (270 )
Income (loss) from discontinued operations, net of tax     775       169       (39 )

Net income attributable to noncontrolling interests

                (6 )
Net income (loss) attributable to discontinued operations   $ 775     $ 169     $ (45 )

 


(1)

Discontinued operations primarily include our Chemical Intermediates Businesses for all periods presented. We began accounting for our investment in Venator as an equity method investment on December 3, 2018. Therefore, the summarized financial data only includes the results of Venator applicable to the period from January 1, 2017 through December 2, 2018.

(2)

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

 

Separation and Deconsolidation of Venator

 

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 $99 million in cash. See “Note 1. General—Recent Developments—Sale of Venator Interest.” 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. For the years ended December, 2020, 2019 and 2018, we recorded a loss of $55 million, $19 million and $62 million, respectively. The loss of $88 million for the year ended December 31, 2020 primarily includes the marked to fair value adjustment of $43 million for the Venator ordinary shares we hold, 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 gains and losses were recorded in “Fair value adjustments to Venator investment and related loss on disposal” on our consolidated statements of operations.

 

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

 

On November 3, 2020, we completed the sale of the India-based DIY business, previously part of our Advanced Materials segment, to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may receive up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves certain sales revenue targets in line with the DIY business' 2019 performance. In connection with this sale, we recognized a pretax gain of $247 million in the fourth quarter of 2020, which was recorded in gain on sale of India-based DIY business in our consolidated statements of operations.