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Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Discontinued Operations and Business Disposition

v3.23.1
Note 3 - Discontinued Operations and Business Disposition
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITION

Ìý

SaLEÌýofÌýtEXTILE eFFECTS bUSINESSÌý

Ìý

On February 28, 2023, we completed the sale of our Textile Effects Business to Archroma, a portfolio company of SK Capital Partners (“Archromaâ€�),Ìýfor aÌýpurchase price of $593 million, which includes estimated adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. The final purchase price is subject to customary post-closing adjustments. Upon the completion of the sale, we received net proceeds of $530Ìýmillion, determined as the preliminary purchase price less $5 million for certain costs paid by Archroma on our behalf, $30 million of estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in 2023. In connection with the sale, we recognized a pre-tax gain of $153Ìýmillion in the first quarter of 2023. Through the first quarter of 2023, we have paid cash taxes of approximately $12Ìýmillion, and we expect to pay additional cash taxes of approximately $30Ìýmillion. Certain amounts for prior periods have been recastÌýto presentÌýthe results of operations of our Textile Effects Business as discontinued operations.

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

December 31,

Ìý
Ìý Ìý

2022

Ìý

Carrying amounts of major classes of assets held for sale:

Ìý Ìý Ìý Ìý

Accounts receivable

Ìý $ 133 Ìý

Inventories

Ìý Ìý 151 Ìý

Other current assets

Ìý Ìý 11 Ìý

Property, plant and equipment, net

Ìý Ìý 134 Ìý

Deferred income taxes

Ìý Ìý 13 Ìý

Operating lease right-of-use assets

Ìý Ìý 15 Ìý

Other noncurrent assets

Ìý Ìý 15 Ìý

Total current assets held for sale(1)

Ìý $ 472 Ìý

Carrying amounts of major classes of liabilities held for sale:

Ìý Ìý Ìý Ìý

Accounts payable

Ìý $ 63 Ìý

Accrued liabilities

Ìý Ìý 47 Ìý

Current operating lease liabilities

Ìý Ìý 2 Ìý

Noncurrent operating lease liabilities

Ìý Ìý 17 Ìý

Other noncurrent liabilities

Ìý Ìý 65 Ìý

Total current liabilities held for sale(1)

Ìý $ 194 Ìý

(1)

Total assets and liabilities held for sale as of December 31, 2022 are classified as current because we completed the sale of our Textile Effects BusinessÌýon February 28,Ìý2023.

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 Ìý

ended

Ìý
Ìý Ìý

March 31,

Ìý
Ìý Ìý

2023

Ìý Ìý

2022

Ìý

Major line items constituting pretax income of discontinued operations:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Trade sales, services and fees, net

Ìý $ 88 Ìý Ìý $ 197 Ìý

Cost of goods sold

Ìý Ìý 69 Ìý Ìý Ìý 147 Ìý

Gain on sale of our Textile Effects Business

Ìý Ìý 153 Ìý Ìý Ìý â€� Ìý

Other expense items, net

Ìý Ìý 35 Ìý Ìý Ìý 27 Ìý

Income from discontinued operations before income taxes

Ìý Ìý 137 Ìý Ìý Ìý 23 Ìý

Income tax expense

Ìý Ìý (15 ) Ìý Ìý (5 )

Net income attributable to discontinued operations

Ìý $ 122 Ìý Ìý $ 18 Ìý

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 March 31, 2023 and 2022, we recordedÌýnet lossesÌýof $1Ìýmillion and $2Ìýmillion, 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.