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Note 3 - Discontinued Operations and Business Disposition

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITION

SaLE of tEXTILE eFFECTS bUSINESS

On February 28, 2023, we completed the sale of our Textile Effects Business to Archroma, a portfolio company of SK Capital Partners (“Archroma”), for 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 $530 million, 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 $153 million in the first quarter of 2023. Through the first quarter of 2023, we have paid cash taxes of approximately $12 million, and we expect to pay additional cash taxes of approximately $30 million. Certain amounts for prior periods have been recast to present the results of operations of our Textile Effects Business as discontinued operations.

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):

		December 31,
		2022
Carrying amounts of major classes of assets held for sale:
Accounts receivable		$	133
Inventories			151
Other current assets			11
Property, plant and equipment, net			134
Deferred income taxes			13
Operating lease right-of-use assets			15
Other noncurrent assets			15
Total current assets held for sale(1)		$	472
Carrying amounts of major classes of liabilities held for sale:
Accounts payable		$	63
Accrued liabilities			47
Current operating lease liabilities			2
Noncurrent operating lease liabilities			17
Other noncurrent liabilities			65
Total current liabilities held for sale(1)		$	194

(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 Business on February 28, 2023.

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, as presented in our condensed consolidated statements of operations (dollars in millions):

		*Three months*
		*ended*
		*March 31,*
		*2023*				*2022*
Major line items constituting pretax income of discontinued operations:
Trade sales, services and fees, net		$	88			$	197
Cost of goods sold			69				147
Gain on sale of our Textile Effects Business			153				—
Other expense items, net			35				27
Income from discontinued operations before income taxes			137				23
Income tax expense			(15	)			(5	)
Net income attributable to discontinued operations		$	122			$	18

SaLE of Venator InterEST

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”). 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 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. We record 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 three months ended March 31, 2023 and 2022, we recorded net losses of $1 million and $2 million, 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, net” in our condensed consolidated statements of operations.