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Discontinued Operations and Disposal Groups (Notes)
12 Months Ended
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Discontinued OperationsOn September 27, 2020, the Company entered into a Purchase Agreement for the sale of PSR, Hexamine and European-based Forest Products Resins businesses (together with PSR, the “Held for Sale Business” or the “Business”) to Black Diamond Capital Management, LLC and Investindustrial (the “Buyers”) for a purchase price of approximately $425. The consideration consists of $335 in cash and certain assumed liabilities with the remainder in future contingent proceeds based on the performance of the Held for Sale Business. The final purchase price is subject to customary post-closing adjustments. The Held for Sale Business was formerly included in the Company’s Adhesives reportable segment.
Assets included in the transaction are the Company’s manufacturing sites in Barry, United Kingdom; Cowie, United Kingdom; Lantaron, Spain; Botlek, Netherlands; Iserlohn, Germany; Frielendorf, Germany; Solbiate, Italy; Kitee, Finland; Louisville, Kentucky; Acme, North Carolina; and the Company's 50% ownership interest in Hexion Schekinoazot Holding B.V. (the “Russia JV”), a joint venture that manufactures forest products resins in Russia.

The Held for Sale Business produces phenolic specialty resins and engineered thermoset molding compounds used in applications that require extreme heat resistance and strength, such as after-market automotive and original equipment manufacturing (“OEM”) truck brake pads, filtration, aircraft components and foundry resins. The Business is also a significant producer of formaldehyde-based resins in Europe and merchant formaldehyde and formaldehyde derivatives in the Louisville and Acme plants, respectively. Formaldehyde-based resins, also known as forest products resins, are a key adhesive and binding ingredient used in the production of a wide variety of engineered lumber products, including medium density fiberboard (“MDF”), particleboard and oriented strand board (“OSB”). These products are used in a wide range of applications in the construction, remodeling and furniture industries. Merchant formaldehyde and formaldehyde derivatives are intermediate ingredients that are used in a variety of durable and industrial products. The Business generated annual sales of approximately $500 in 2020 and was historically reported within the Adhesives reportable segment. The sale is subject to customary closing conditions, including European Works Council consultation, and is expected to close in the first quarter of 2021.

Until the closing date, the Company has agreed to operate the Held for Sale Business in the ordinary course. The Company has agreed to provide certain transitional services to the Buyers for a limited period of time following the closing.

As of December 31, 2020, the Company reclassified the assets and liabilities of the Held for Sale Business as held for sale on the Consolidated Balance Sheets and reported the results of the operations for the year ended December 31, 2020 as “(Loss) income from discontinued operations, net of tax” on the Consolidated Statements of Operations. Amounts for prior periods have similarly been retrospectively reclassified for all periods presented.
The Held for Sale Business had $14 of goodwill at both December 31, 2020 and 2019, and $61 and $63 of other intangible assets at December 31, 2020 and 2019, respectively. Goodwill was allocated based on the relative fair value of the European-based Forest Products Resins businesses, included in the Held for Sale Business, which is part of the Company’s Forest Product Resins reporting unit. Other intangible assets were specifically identified based on customer relationships within the Company’s Forest Products Resins reporting unit that are associated with the Held for Sale Business.
As a result of entering into the Purchase Agreement, the Company recognized a pre-tax charge of $75 within discontinued operations, representing the difference between the fair value of the Held for Sale Business, less costs to sell, and the carrying value of net assets held for sale as of December 31, 2020. Fair value represents the expected net cash proceeds, excluding any future contingent proceeds, from the sale of the Held for Sale Business. The Company has made an accounting policy election to account for the initial and subsequent measurement of the future contingent proceeds, of up to $90, as a gain contingency. Under this model, any future contingent consideration is not recognized until all future conditions are met and the Company has earned the proceeds. The contingent proceeds are based on performance targets of the Held for Sale Business over each of the next three years, as specified in the Purchase Agreement. Thus, for purposes of this impairment analysis the fair value of the future contingent proceeds was not considered in determination of the disposal group impairment. Further, the Company concluded that the impairment of the Held for Sale Business assets did not represent an impairment triggering event for the Company’s continuing 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 the Company’s Consolidated Balance Sheets:
December 31, 2020December 31, 2019
Carrying amounts of major classes of assets held for sale:
Accounts receivable$66 $49 
Finished and in-process goods1821
Raw materials and supplies1718
Other current assets1211
Total current assets11399
Investment in unconsolidated entities
Deferred tax assets— 
Other long-term assets11 
Property, plant and equipment, net310 297 
Operating lease assets13 12 
Goodwill14 14 
Other intangible assets, net61 63 
Discontinued operations impairment(75)— 
Total long-term assets337400
Total assets held for sale$450 $499 
Carrying amounts of major classes of liabilities held for sale:
Accounts payable$52 $52 
Income taxes payable— 
Accrued payroll
Current portion of operating lease liabilities
Other current liabilities10 
Total current liabilities67 69 
Long-term pension and post employment benefit obligations36 29 
Deferred income taxes22 15 
Operating lease liabilities
Other long-term liabilities
Total long-term liabilities71 56 
Total liabilities held for sale$138 $125 

In addition to the Held for Sale Business assets and liabilities classified as “held for sale” in the table above, the Company’s Consolidated Balance Sheets as of December 31, 2020 also includes $1 of current assets held for sale, noncurrent assets held for sale of $5, current liabilities associated with assets held for sale of $3 and noncurrent liabilities associated with assets held for sale of $3. These additional assets and liabilities classified as “held for sale” at December 31, 2020 are related to the Company’s other restructuring activities.

The following table shows the financial results of discontinued operations for the periods presented:

SuccessorPredecessor
Year Ended December 31, 2020July 2, 2019 through December 31, 2019January 1, 2019 through
July 1, 2019
Year Ended December 31, 2018
Major line items constituting pretax income of discontinued operations:
Net sales (1)
$493 $286 $309 $692 
Cost of sales (exclusive of depreciation and amortization)(1)
412 245 263 600 
Selling, general and administrative expense42 15 17 34 
Depreciation and amortization26 17 19 
Asset impairments75 — — — 
Business realignment costs
Other operating expense (income), net— (1)(1)
Operating (loss) income(65)20 38 
Reorganization items, net— — (135)— 
Other non-operating expense, net— — 
(Loss) income from discontinued operations before income tax, earnings from unconsolidated entities(70)155 38 
Income tax expense (benefit)21 
(Loss) income from discontinued operations, net of tax$(71)$$134 $29 
Earnings from unconsolidated entities, net of tax— (1)
Net (loss) income attributable to discontinued operations$(69)$$135 $28 
(1)    The Held for Sale Business has included $4, $5, $2 and $9 in both “Net sales” and “Cost of sales” within the discontinued operations for the year ended December 31, 2020, the Successor period July 2, 2019 through December 31, 2019 and the Predecessor periods January 1, 2019 through July 1, 2019 and year ended December 31, 2018, respectively, which represents sales from the Held for Sale Business to the Company’s continuing operations that were previously eliminated in consolidation. These reclassifications had no impact on “Net (loss) income” in the Consolidated Statements of Operations for any of the periods presented.

Equity Method Investments

The Company's 50% ownership interest in the Russia JV, accounted for using the equity method of accounting, is included in the Held for Sale Business. Summarized financial data for the Russia JV are shown in the following tables:

December 31, 2020December 31, 2019
Current assets$$
Non-current assets
Current liabilities11 
Non-current liabilities12 
SuccessorPredecessor
Year Ended December 31, 2020July 2, 2019 through December 31, 2019January 1, 2019 through July 1, 2019Year Ended December 31, 2018
Net sales$32 $14 $18 $43 
Gross profit
12 
Pre-tax income
Net income—