Discontinued Operations

9 Months Ended

Sep. 30, 2011

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued Operations, [Text Block]

Discontinued Operations

North American Coatings and Composites Resins business

On May 31, 2011, the Company sold its North American coatings and composites resins (“CCR”) business to PCCR USA, Inc. ("PCCR"), a subsidiary of Investindustrial, a European investment group. The CCR business is engaged in the production of coating resins for architectural and original equipment manufacturers, alkyd resins, as well as composite resins for construction, transportation, consumer goods, marine and other applications and includes four manufacturing facilities in the United States.

In conjunction with the sale, as part of a Transitional Services Agreement, the Company is providing certain transitional services to PCCR for a period of nine months, with an option held by PCCR to extend the Transitional Services Agreement by three months. The purpose of these services is to provide short-term assistance to PCCR in assuming the operations of the CCR business. These services do not confer to the Company the ability to influence the operating or financial policies of the CCR business under its new ownership. The Company’s cash inflows and outflows from these services are expected to be insignificant during the transition period.

For the nine months ended September 30, 2011, the CCR business had net sales of $114 and pre-tax loss of $3. The CCR business had net sales of $89 and $252 and pre-tax (loss) income of $(1) and $8 for the three and nine months ended September 30, 2010, respectively. The CCR business is reported as a discontinued operation for all periods presented and was previously included in the Coatings segment in 2010 and the Epoxy, Phenolic and Coating Resins segment beginning in 2011 as a result of the Company's change in reportable segments in the first quarter of 2011 (see Note 9).

In addition, the Company incurred approximately $2 of transaction and other costs for the nine months ended September 30, 2011. The Company recorded a loss on sale of the CCR business of $1 in the nine months ended September 30, 2011.

IAR business

On January 31, 2011, the Company sold its Inks and Adhesive Resins (“IAR”) business to Harima Chemicals Inc ("Harima") for a purchase price of $120. The IAR business is engaged in the production of naturally derived resins and related products primarily used for the manufacture of printing inks, adhesives, synthetic rubber, specialty coatings and aroma chemicals and includes 11 manufacturing facilities in the United States, Europe and the Asia-Pacific region.

Harima also paid $14 for cash and $8 for working capital transferred to Harima at the time of closing as part of the Purchase Agreement, less indebtedness and pension plan liability transferred to Harima of $4. In the first quarter of 2011, a subsequent adjustment to the purchase price of $2 was accrued based upon the final expected working capital settlement as defined by the Purchase Agreement.

In conjunction with the sale, as part of a Transitional Services Agreement, the Company is providing certain transitional services to Harima for a period of six months. The purpose of these services is to provide short-term assistance to Harima in assuming the operations of the IAR business. These services do not confer to the Company the ability to influence the operating or financial policies of the IAR business under its new ownership. The Company’s cash inflows and outflows from these services are expected to be insignificant during the transition period.

For the nine month ended September 30, 2011, the IAR business had net sales of $31 and and pre-tax income of $6. The IAR business had net sales of $60 and $172 and pre-tax income of $2 and $0, for the three and nine months ended September 30, 2010, respectively. The IAR business is reported as a discontinued operation for all periods presented.

In addition, the Company incurred approximately $4 in transaction and other costs for the year ended December 31, 2010. The Company accrued a loss on sale of the IAR business of $1 in the fourth quarter of 2010.

The aggregate carrying values of the IAR and CCR businesses were $140 and $44, respectively, as of December 31, 2010. The major classes of assets and liabilities of discontinued operations included in the unaudited Condensed Consolidated Balance Sheets are as follows:

	December 31, 2010
	IAR business		CCR business		Total Discontinued Operations
Assets:
Accounts Receivable	$	69	$	20	$	89
Inventories	42		21		63
Other current assets	6		1		7
Total current assets	117		42		159
Property and equipment, net	54		21		75
Other intangible assets, net	6		—		6
Other assets	3		—		3
Total noncurrent assets	63		21		84
Total assets of discontinued operations	$	180	$	63	$	243
Liabilities:
Accounts and drafts payable	$	24	$	16	$	40
Other current liabilities	7		3		10
Total current liabilities	31		19		50
Long-term debt	4		—		4
Other long-term liabilities	5		—		5
Total noncurrent liabilities	9		—		9
Total liabilities of discontinued operations	$	40	$	19	$	59