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Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.24.0.1
Note 4 - Discontinued Operations and Business Dispositions
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements Ìý
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

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DISCONTINUED OPERATIONS

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Sale of Textile Effects Business

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On February 28, 2023, we completed the sale of our Textile Effects BusinessÌýto ArchromaÌýfor a purchase 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 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 the first quarter of 2024. In connection with the sale, we recognized a pre-tax gain of $154Ìýmillion inÌý2023. During 2023, we have paid cash taxes of approximately $23Ìýmillion, and we expect to pay additional cash taxes of approximately $15Ìýmillion.Ìý

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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 ourÌýconsolidated balance sheets (dollars in millions):

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Ìý Ìý

December 31,

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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 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 liabilities held for sale(1)

Ìý $ 194 Ìý

(1) Held for sale assets and liabilities are those of our Textile Effects Business. Total assets and liabilities held for sale as of December 31, 2022 are classified as current as we completed the sale of our Textile Effects Business on February 28, 2023.

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

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Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2023

Ìý Ìý

2022

Ìý Ìý

2021

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Major line items constituting pretax income of discontinued operations:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Trade sales, services and fees, net(1)

Ìý $ 88 Ìý Ìý $ 692 Ìý Ìý $ 783 Ìý

Cost of goods sold(1)

Ìý Ìý (69 ) Ìý Ìý (531 ) Ìý Ìý (592 )

Gain on sale of the Textile Effects Business

Ìý Ìý 154 Ìý Ìý Ìý â€� Ìý Ìý Ìý â€� Ìý

Other expense items, net

Ìý Ìý (38 ) Ìý Ìý (130 ) Ìý Ìý (121 )

Income from discontinued operations before income taxes

Ìý Ìý 135 Ìý Ìý Ìý 31 Ìý Ìý Ìý 70 Ìý

Income tax expense

Ìý Ìý (17 ) Ìý Ìý (19 ) Ìý Ìý (21 )

Income from discontinued operations, net of tax

Ìý Ìý 118 Ìý Ìý Ìý 12 Ìý Ìý Ìý 49 Ìý

Net income attributable to noncontrolling interests

Ìý Ìý â€� Ìý Ìý Ìý (3 ) Ìý Ìý â€� Ìý

Net income attributable to discontinued operations

Ìý $ 118 Ìý Ìý $ 9 Ìý Ìý $ 49 Ìý

(1) Includes eliminations of trade sales, services and fees, net and cost of goods sold between continuing operations and discontinued operations.Ìý

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

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On November 3, 2020, we completed the sale of the India-based do-it-yourself (“DIYâ€�) 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 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 ourÌýconsolidated statements of operations.

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Separation and Deconsolidation of Venator

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On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venatorâ€�). Concurrent 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 held in Venator at $2.15 per share. The option expired on June 23, 2023; however, prior to its expiration, we recorded this option at fair value with changes in fair value reported in earnings. We account for our remaining ownership interest in Venator 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 31, 2023, 2022 and 2021, we recorded net losses ofÌý$5Ìýmillion, $12 million andÌý$28Ìýmillion, respectively, to record our investment in Venator and related option at fair value. These net losses were recorded in “Fair value adjustments to Venator investment, netâ€� in our consolidated statements of operations.

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