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Acquisitions, Dispositions and Plant Closures
 12 Months Ended
Dec. 31, 2021
Acquisitions, Dispositions and Plant Closures [Abstract]  
Acquisitions, Dispositions and Plant Closures Acquisitions, Dispositions and Plant Closures
Acquisition
On December 1, 2021, the Company acquired the Santoprene™ thermoplastic vulcanizates ("TPV") elastomers business of Exxon Mobil Corporation ("Santoprene") for a purchase price of $1.15 billion in an all-cash transaction. The Company acquired the Santoprene™, Dytron™ and Geolast™ trademarks and product portfolios, customer and supplier contracts and agreements, both production facilities producing TPV, the TPV intellectual property portfolio with associated technical and R&D assets and employees of the TPV elastomer business. The acquisition of Santoprene substantially strengthens our existing elastomers portfolio, allowing the Company to bring a wider range of functionalized solutions into targeted growth areas including future mobility, medical and sustainability. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment.
Pro forma financial information since the respective acquisition date has not been provided as the acquisition did not have a material impact on the Company's financial information. The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the income, market or cost approach (or a combination thereof). Fair values of certain assets were determined based on Level 3 inputs including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, retention rates and terminal values, all of which require significant management judgment and are susceptible to change. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. We are in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including personal and real property, lease obligations, deferred taxes and intangible assets. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. However, any subsequent measurement period adjustments are not expected to have a material impact on the Company's results of operations.
The preliminary purchase price allocation for the Santoprene acquisition is as follows:
As of
December 1, 2021
(In $ millions)
Inventories207 
Property, plant and equipment, net194 
Goodwill (Note 9)(1)
295 
Intangible assets, net (Note 9)
441 
Other16 
Total fair value of assets acquired1,153 
Total fair value of liabilities assumed(26)
Net assets acquired1,127 
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(1)Goodwill consists of expected revenue and operating synergies resulting from the acquisition, a portion of which is expected to be deductible for income tax purposes.
During the year ended December 31, 2021, transaction related costs of $21 million were expensed as incurred to Selling, general and administrative expenses in the consolidated statements of operations. The amount of pro forma Earnings (loss) from continuing operations before tax of Santoprene was less than 3% (unaudited) of the Company's consolidated Earnings (loss) from continuing operations before tax, had the acquisition occurred as of the beginning of 2021. The amount of Santoprene Earnings (loss) from continuing operations before tax consolidated by the Company since the acquisition date was not material.