DIVESTITURE (Notes)

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

DIVESTITURES

Divestiture of Rail Infrastructure Operations and Assets

On July 2, 2020, TDCC entered into a definitive agreement to sell its rail infrastructure operations and assets at certain sites in the U.S. and Canada to an affiliate of Watco Companies, L.L.C. ("Watco affiliate") and the transaction closed September 30, 2020. As part of this transaction, UCC sold certain related operations and assets, including existing agreements to provide rail services to unrelated third parties, located at its sites in St. Charles, Louisiana ("St. Charles"), and Seadrift, Texas, with a net book value of $9 million, to the Watco affiliate. UCC retained ownership of the sites and underlying real property where the divested operations are located. UCC and the Watco affiliate entered into mutual long-term service agreements designed to ensure the continuation of rail services for UCC's existing operations at the impacted sites. The rail-service agreements include variable fees that have an initial term of 25 years. As part of the sale, UCC received proceeds of $95 million from TDCC, subject to customary post-closing adjustments, and recognized a pretax gain on the sale of $86 million, included in "Sundry income (expense) - net" in the consolidated statements of income. See Note 19 for more information on the cash management process.

The Corporation evaluated the divestiture of the rail infrastructure operations and assets and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, the divestiture is not reported as discontinued operations.

Divestiture of Marine and Terminal Operations and Assets

On September 14, 2020, TDCC entered into a definitive agreement to sell certain U.S. Gulf Coast marine and terminal operations and assets, including certain operations and assets located at UCC's site in St. Charles, to an affiliate of Royal Vopak ("Vopak affiliate"), and the transaction closed December 1, 2020. As part of this transaction, UCC sold certain related operations and assets located at its St. Charles site, including existing agreements to provide marine and terminal services to unrelated third parties, with a net book value of $41 million to the Vopak affiliate. UCC retained ownership of the site and the underlying real property where the divested operations are located. UCC and the Vopak affiliate entered into mutual long-term service agreements designed to ensure the continuation of marine and terminal services for UCC's existing St. Charles operations. The marine and terminal service agreements include fixed and variable fees that have initial terms of up to 25 years. Certain of these agreements contain leases, resulting in operating lease ROU assets and lease liabilities of $38 million. As part of the sale, UCC received proceeds of $226 million from TDCC, subject to customary post-closing adjustments, and recognized a pretax gain on the sale of $185 million, included in "Sundry income (expense) - net" in the consolidated statements of income. See Note 15 for additional information related to leases and Note 19 for additional information on the cash management process.

The Corporation evaluated the divestiture of the marine and terminal operations and assets and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, the divestiture is not reported as discontinued operations.

Divestiture of Acetone Derivatives Assets

On November 1, 2019, the Corporation completed the sale of its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC for net proceeds of $17 million. The sale included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included railcars valued at $3 million, which were previously owned by TDCC and transferred to UCC in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019. In the fourth quarter of 2019, the Corporation recorded a $5 million pretax loss on the sale, included in "Sundry income (expense) - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia, site as a tenant. See Notes 6, 18 and 19 for additional information.

The Corporation evaluated the divestiture of the acetone derivatives product line and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, this divestiture was not reported as discontinued operations.