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Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.21.2
Note 4 - Discontinued Operations and Business Dispositions
6 Months Ended
Jun. 30, 2021
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS �

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S aLE of India-based do-it-Yourself consumer adhesives business
Ìý

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.ÌýUnder the terms of the agreement, we may receive up to approximately $28 million of additional cash under an earnout provision if the business achieves within 18 months certain sales revenue targets in line with the DIY business' 2019 performance.ÌýThe performance criteria of the earnout provision were satisfied in the second quarter of 2021, and we received the full payment of $28 million. As a result, we recognized an additional pretax gain of $28 million in the second quarter, which was recorded in gain on sale of India-based DIY business in our condensed consolidated statements of operations.

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SaLE of VenatorÌýInterEST

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On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venatorâ€�)Ìýand received approximately $99Ìýmillion in cash. Subsequent to this sale of ordinary shares, 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. Concurrently 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.ÌýWe recordÌýthis optionÌýat fair value with changes in fair value reported in earnings.

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For the three months ended June 30, 2021 and 2020, we recorded a net (loss) gainÌýof $( 6) million and $4Ìýmillion, respectively, and for the six months endedÌý June 30, 2021 and 2020, we recorded net lossesÌýofÌý $25Ìýmillion and $106Ìýmillion, respectively, toÌýrecord our investment in Venator and related option to sell our remaining Venator shares at fair value. These net (losses)ÌýgainsÌýwere recorded in “Fair value adjustments to Venator investmentâ€� on our condensed consolidated statements of operations.

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Summarized financial information of Venator for the three and six months ended June 30, 2020 is as follows (in millions):
Ìý
Ìý Ìý

Three months

Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý Ìý

June 30,

Ìý
Ìý Ìý

2020

Ìý Ìý

2020

Ìý

Revenues

Ìý $ 456 Ìý Ìý $ 988 Ìý

Gross profit

Ìý Ìý 45 Ìý Ìý Ìý 106 Ìý

Loss from continuing operations

Ìý Ìý (16 ) Ìý Ìý (9 )

Net loss

Ìý Ìý (16 ) Ìý Ìý (9 )

Net loss attributable to Venator

Ìý Ìý (19 ) Ìý Ìý (12 )

Sale of Chemical Intermediates Businesses�

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which includedÌýPO/MTBE, and our surfactants business (“Chemical Intermediates Businessesâ€�) to Indorama Ventures Holdings L.P. (“Indoramaâ€�) 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 recognized a net after-tax gain of $748 million in the first six months of 2020. Also, in connection with this sale, we entered into long-term supply agreements with Indorama to supply us withÌýcertain raw materials at market prices.

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

Ìý

Ìý Ìý

Three months

Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý Ìý

June 30,

Ìý
Ìý Ìý

2020

Ìý Ìý

2020

Ìý

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

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Trade sales, services and fees, net(2)

Ìý $ 1 Ìý Ìý $ 7 Ìý

Cost of goods sold(2)

Ìý Ìý 2 Ìý Ìý Ìý 11 Ìý

(Loss) gain on sale of the Chemical Intermediates Businesses

Ìý Ìý (12 ) Ìý Ìý 978 Ìý

Insurance proceeds

Ìý Ìý 20 Ìý Ìý Ìý 48 Ìý

Other expense items, net

Ìý Ìý 1 Ìý Ìý Ìý 1 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 6 Ìý Ìý Ìý 1,021 Ìý

Income tax expense

Ìý Ìý (1 ) Ìý Ìý (239 )

Net income attributable to discontinued operations

Ìý $ 5 Ìý Ìý $ 782 Ìý

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(1)

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

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(2)

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

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