Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.22.0.1
Note 4 - Discontinued Operations and Business Dispositions
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

 

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, 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 our consolidated statements of operations.

 

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. 

 

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,

 
   

2021

   

2020

   

2019

 

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

                       

Trade sales, services and fees, net(2)

  $     $ 7     $ 1,545  

Cost of goods sold(2)(3)

          (37 )     1,287  

Gain on sale of the Chemical Intermediates Businesses

          978        

Other (income) expense items, net

    (3 )     5       54  

Income from discontinued operations before income taxes

    3       1,017       204  

Income tax expense

    (3 )     (242 )     (35 )

Net income attributable to discontinued operations

  $     $ 775     $ 169  

 


(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. 

(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.

 

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. 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 year ended December 31, 2021, we recorded a loss of $28 million to record our investment in Venator 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. For the year ended December 31, 2019, we recorded a loss of $18 million, 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 disposal” on our consolidated statements of operations.