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Acquisitions, Dispositions and Plant Closures
 12 Months Ended
Dec. 31, 2024
Acquisitions, Dispositions and Plant Closures [Abstract]  
Acquisitions, Dispositions and Plant Closures Acquisitions, Dispositions and Plant Closures
Acquisitions
•    Mobility & Materials
In November 2022, the Company acquired 100% ownership of entities and assets consisting of a majority of the Mobility & Materials business ("M&M") of DuPont de Nemours, Inc. ("DuPont") (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction. The Company acquired a global production network of 29 facilities, including compounding and polymerization, customer and supplier contracts and agreements, an intellectual property portfolio, including approximately 850 patents with associated technical and R&D assets, and approximately 5,000 employees across the manufacturing, technical, and commercial organizations. This acquisition of M&M enhances the engineered materials product portfolio by adding new polymers, brands, product technology, and backward integration in critical polymers, allowing the Company to accelerate growth in high-value applications including future mobility, connectivity and medical. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment.
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. During the measurement period, there were no adjustments that materially impacted the Company's goodwill initially recorded.
The following unaudited pro forma financial information presents the consolidated results of operations as if the M&M Acquisition had occurred at the beginning of 2021. M&M's pre-acquisition results have been added to the Company's historical results. The pro forma results contained in the table below include adjustments for (i) increased depreciation expense as a result of acquisition date fair value adjustments, (ii) amortization of acquired intangibles, (iii) interest expense and amortization of debt issuance costs of $366 million related to borrowings entered into during the year ended December 31, 2022 and the issuance of $9.0 billion of senior unsecured notes registered under the Securities Act in July 2022 as if these had taken place at the beginning of 2021 for the year ended December 31, 2022, and (iv) net total inventory step up of inventory amortized to Cost of sales of $66 million for the year ended December 31, 2022.
These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisition occurred on the assumed date, nor are they necessarily an indication of future operating results.
Year Ended
December 31,
2022
(In $ millions)
Unaudited Consolidated Pro Forma Results
Proforma Net sales
12,614 
Proforma Earnings (loss) from continuing operations before tax
888 
The amount of M&M Net sales and Earnings (loss) from continuing operations before tax consolidated by the Company since the acquisition date through December 31, 2022 were $430 million and $(80) million, respectively.
During the year ended December 31, 2022, transaction related costs of $117 million were expensed as incurred to Selling, general and administrative expenses in the consolidated statements of operations.
•Nutrinova Joint Venture
In September 2023, the Company formed a food ingredients joint venture with Mitsui under the name Nutrinova. The Company contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of its food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. The Company is accounting for its interest in the joint venture as an equity method investment, and its portion of the results continues to be included in the Engineered Materials segment. A gain on the transaction of $515 million was included in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations for the year ended December 31, 2023.
Plant Closures
•Uentrop, Germany
In October 2023, the Company announced the intended closure of its Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at its facility in Uentrop, Germany to optimize production costs across its global network. These operations are included in the Company's Engineered Materials segment. The Company fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the year ended December 31, 2024.
The exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany were as follows:
Year Ended
December 31,
2024
(In $ millions)
Restructuring(1)
16 
Accelerated depreciation expense(2)
36 
Total52 
______________________________
(1)Included in Other (charges) gains, net in the consolidated statements of operations (Note 24).
(2)Included in Cost of sales in the consolidated statements of operations.
•Mechelen, Belgium
On February 29, 2024, the Company announced the intended closure of its facility in Mechelen, Belgium to optimize production costs across its global network. This operation is included in the Company's Engineered Materials segment. The Company fully ceased operations during the year ended December 31, 2024.
The exit and shutdown costs related to the closure of the facility in Mechelen, Belgium were as follows:
Year Ended
December 31,
2024
(In $ millions)
Restructuring(1)
55 
Accelerated depreciation expense(2)
35 
Total90 
______________________________
(1)Included in Other (charges) gains, net in the consolidated statements of operations (Note 24).
(2)Included in Cost of sales in the consolidated statements of operations.
The Company expects to incur additional exit and shutdown costs related to the closure of the facility in Mechelen, Belgium of approximately $20 million, inclusive of estimated employee termination costs, through 2028.