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Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.22.2.2
Note 4 - Discontinued Operations and Business Dispositions
9 Months Ended
Sep. 30, 2022
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS �

Ìý

SaLEÌýofÌýtEXTILE eFFECTS bUSINESSÌý

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On August 9, 2022, we entered into a definitive agreement to sell our Textile Effects Business to ArchromaÌýfor a total enterprise value of $718Ìýmillion, which includes the assumption of approximately $125 million in net underfunded pension liabilities as of December 31, 2021. We anticipate the transaction will close no later thanÌýthe first half of 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

Ìý

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 condensed consolidated balance sheets (dollars in millions):

Ìý

Ìý

Ìý Ìý

September 30,

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 $ 138 Ìý Ìý $ 171 Ìý

Inventories

Ìý Ìý 173 Ìý Ìý Ìý 163 Ìý

Other current assets

Ìý Ìý 12 Ìý Ìý Ìý 12 Ìý

Total current assets

Ìý Ìý Ìý Ìý Ìý 346 Ìý

Property, plant and equipment, net

Ìý Ìý 120 Ìý Ìý Ìý 133 Ìý

Deferred income taxes

Ìý Ìý 20 Ìý Ìý Ìý 26 Ìý

Operating lease right-of-use assets

Ìý Ìý 16 Ìý Ìý Ìý 22 Ìý

Other noncurrent assets

Ìý Ìý 4 Ìý Ìý Ìý 1 Ìý

Total noncurrent assets

Ìý Ìý Ìý Ìý Ìý 182 Ìý

Total assets held for sale(1)

Ìý $ 483 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 $ 75 Ìý Ìý $ 94 Ìý

Accrued liabilities

Ìý Ìý 43 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 105 Ìý Ìý Ìý 127 Ìý

Total noncurrent liabilities

Ìý Ìý Ìý Ìý Ìý 151 Ìý

Total liabilities held for sale(1)

Ìý $ 242 Ìý Ìý $ 314 Ìý

(1)

Total assets and liabilities held for sale as of September 30, 2022 are classified as current because it is probable that the sale of our Textile Effects Business will close within a year.

Ìý

The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income of discontinued operations, primarily related to our Textile Effects Business,Ìýas presented in our condensed consolidated statements of operations (dollars in millions):

Ìý

Ìý

Ìý Ìý

Three months

Ìý Ìý

Nine months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

September 30,

Ìý Ìý

September 30,

Ìý
Ìý Ìý

2022

Ìý Ìý

2021

Ìý Ìý

2022

Ìý Ìý

2021

Ìý

Major line items constituting pretax income of discontinued operations:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Trade sales, services and fees, net

Ìý $ 158 Ìý Ìý $ 188 Ìý Ìý $ 547 Ìý Ìý $ 588 Ìý

Cost of goods sold

Ìý Ìý 127 Ìý Ìý Ìý 142 Ìý Ìý Ìý 420 Ìý Ìý Ìý 443 Ìý

Other expense items, net

Ìý Ìý 25 Ìý Ìý Ìý 31 Ìý Ìý Ìý 83 Ìý Ìý Ìý 91 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 6 Ìý Ìý Ìý 15 Ìý Ìý Ìý 44 Ìý Ìý Ìý 54 Ìý

Income tax expense

Ìý Ìý (7 ) Ìý Ìý (9 ) Ìý Ìý (14 ) Ìý Ìý (18 )

Net (loss) income attributable to discontinued operations

Ìý $ (1 ) Ìý $ 6 Ìý Ìý $ 30 Ìý Ìý $ 36 Ìý

Ìý

SALE OF INDIA-BASED DO-IT-YOURSELF CONSUMER ADHESIVES BUSINESS

Ìý

On November 3, 2020, we completed the sale of the India-based DIYÌýbusiness to Pidilite Industries Ltd. and received cash of approximately $257 million. In the second quarter of 2021, we received the full payment ofÌý$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 condensed consolidated statements of operations.

Ìý

SaLEÌýof VenatorÌýInterEST

Ìý

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venatorâ€�). ConcurrentÌýwith 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 VenatorÌýas an investment in equity securities that are marked to fair value with changes in fair value reported in earnings.ÌýFor the three months ended September 30, 2022 and 2021, we recordedÌýnet lossesÌýof $7Ìýmillion and $3Ìýmillion, respectively, and for the nine months ended September 30, 2022Ìýand 2021, we recorded net losses ofÌý$9Ìýmillion and $28Ìýmillion, respectively, to record our investment in Venator and related option at fair value. These net lossesÌýwere recorded in “Fair value adjustments to Venator investment, netâ€� inÌýour condensed consolidated statements of operations.

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