Assets and Liabilities Held for Sale and Business Divestitures

6 Months Ended

Jun. 30, 2026

Discontinued Operations and Disposal Groups [Abstract]

Assets and Liabilities Held for Sale and Business Divestitures

DISCONTINUED OPERATIONS

Food Ingredients Disposal Group

On May 29, 2026, the Company announced that it had entered into a definitive agreement to sell its Food Ingredients disposal group, which was included in the Food Ingredients segment, to CVC Capital Partners. As part of the transaction, the Company will retain an approximate 10% equity interest in the business.

The Company determined estimated proceeds of $3.832 billion less remaining costs to sell of $98 million. As this exceeds the carrying value of the net assets of the Food Ingredients disposal group, including amounts in Accumulated Other Comprehensive Income, there was not a loss on classification of the disposal group as held for sale as of June 30, 2026.

The transaction is expected to close by the end of the second quarter of 2027, subject to customary closing conditions and receipt of regulatory approvals. The sale consideration is subject to certain post-closing adjustments, which are primarily related to working capital balances and other adjustments per the transaction agreement.

The Company determined that the sale of the Food Ingredients disposal group, combined with the SCL disposal group comprised a single disposal plan to sell the majority of the Food Ingredients segment and represented a strategic shift and met the held for sale and discontinued operations accounting criteria during the second quarter of 2026. Accordingly, the Company is separately reporting the results of this disposal plan for the combined SCL disposal group and Food Ingredients disposal group as discontinued operations in its Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and Consolidated Balance Sheets for all periods presented. Cash flows from discontinued operations have not been shown separately in the Consolidated Statements of Cash Flows for all periods presented.

Soy Crush, Concentrates & Lecithin Disposal Group

On August 5, 2025, the Company announced it had entered into a definitive agreement to divest its Soy Crush, Concentrates, and Lecithin business, which was included in the Food Ingredients segment, and is now included within discontinued operations. The Company completed the divestiture on March 2, 2026, and results of the SCL disposal group are now presented within discontinued operations for all periods presented. The Company received cash proceeds of approximately $105 million and recognized a pre-tax loss of approximately $7 million in connection with this sale, presented within Income (loss) from discontinued operations before tax on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the six months ended June 30, 2026. This is in addition to the life-to-date loss on assets classified as held for sale of $115 million as of December 31, 2025.

The sale consideration is subject to certain post-closing adjustments in accordance with the transaction agreement.


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	105
Direct costs to sell	(2)
Fair value of sale consideration	$	103

Selected Financial Information Related to Discontinued Operations

The following table presents the components of discontinued operations, net of income taxes, in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS)	2026		2025		2026		2025
Net sales	$	827	$	845	$	1,662	$	1,638
Cost of sales	619		639		1,265		1,249
Gross profit	208		206		397		389
Research and development expenses	12		12		24		21
Selling and administrative expenses	122		74		215		145
Amortization of acquisition-related intangibles	42		63		104		126
Impairment of goodwill	—		—		—		1,119
Restructuring and other charges	—		1		2		3
Operating profit (loss)	32		56		52		(1,025)
Losses on business disposals	—		—		7		—
Other (income) expense, net	1		(10)		1		(9)
Income (loss) from discontinued operations before tax	31		66		44		(1,016)
Provision for income taxes from discontinued operations	13		17		11		20
Net income (loss) from discontinued operations, net of tax	$	18	$	49	$	33	$	(1,036)

The following table presents selected financial information included in cash flows from discontinued operations:


	Six Months Ended June 30,
(DOLLARS IN MILLIONS)	2026		2025
Cash flows from operating activities of discontinued operations:
Depreciation and amortization	$	158	$	190
Losses on business disposal	7		—
Impairment of goodwill	—		1,119
Cash flows from investing activities of discontinued operations:
Additions to property, plant and equipment	68		66
Supplemental Disclosures for discontinued operations:
Accrued capital expenditures	$	18	$	12

The following table presents the assets and liabilities included in discontinued operations as of June 30, 2026 and December 31, 2025, in the Consolidated Balance Sheets.


(DOLLARS IN MILLIONS)	June 30, 2026(1)		December 31, 2025
Assets


Trade receivables, net	$	485	$	462
Inventories	726		775
Prepaid expenses and other current assets	135		144
Property, plant and equipment, net	1,358		1,441
Goodwill	43		43
Other intangible assets, net	1,965		2,168
Operating lease right-of-use assets	64		71
Other assets	64		73
Valuation allowance	—		(115)
Total assets of discontinued operations	4,840		5,062
Liabilities
Accounts payable	411		388
Accrued payroll and bonus	65		68
Other current liabilities	82		88
Long-term debt	2		2
Retirement Liabilities	12		12
Operating Lease Liabilities	52		54
Deferred Income Taxes	538		539
Other liabilities	8		16
Total liabilities of discontinued operations	$	1,170	$	1,167

_______________________

(1)All assets and liabilities of discontinued operations were classified as current on the Consolidated Balance Sheets as of June 30, 2026 as it was probable that the sale of the Food Ingredients disposal group would be completed within one year from the balance sheet date.

ASSETS AND LIABILITIES HELD FOR SALE AND BUSINESS DIVESTITURES

Assets and Liabilities Held for Sale

Sale of CitraSource Business

On June 23, 2026, the Company entered into a definitive agreement to divest the CitraSource business, which is included in the Scent segment. This transaction was closed on July 1, 2026.

The sale does not constitute a strategic shift of the Company’s operations and does not, and will not, have a major effect on the Company’s operations and financial results. Therefore, the transaction does not meet the discontinued operations criteria.

The Company determined that the assets and liabilities of the CitraSource business met the criteria to be presented as “held for sale” during the second quarter of 2026. As a result, as of June 30, 2026, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets.

The Company determined that the fair value less costs to sell of $41 million of the CitraSource business was less than its net book value. As such, the Company recorded a loss on assets classified as held for sale of $27 million for the three months ended June 30, 2026 to adjust the net book value of this business to its fair value less costs to sell. The Company recorded the loss on classification of held for sale as a valuation allowance on the group of assets held for sale, without allocation to the individual assets or major classes of assets within the group.

Carrying Amount of Assets and Liabilities Held for Sale

Included in the Company’s Consolidated Balance Sheets as of June 30, 2026 are the following carrying amounts of the assets and liabilities held for sale, related to the CitraSource business.


(DOLLARS IN MILLIONS)	June 30, 2026
Assets

Trade receivables, net	$	1
Inventories	27
Property, plant and equipment, net	4
Goodwill	8
Other intangible assets, net	31


Less: Loss recognized on assets held-for-sale	(27)
Total assets held-for-sale	44
Liabilities
Accounts payable	3


Total liabilities held-for-sale	$	3

Business Divestitures

Divestiture of the Pharma Solutions Disposal Group

During March 2024, the Company announced it had entered into an agreement to sell its Pharma Solutions business that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable operating segment (the “Pharma Solutions disposal group”). The Company completed the divestiture on May 1, 2025, and received gross cash proceeds of $2.581 billion at the time. During the six months ended June 30, 2026, the Company received an additional $97 million of proceeds related to an earnout for 2024 performance and has paid $11 million primarily related to indemnifications payable. The Company and the buyer are still in the process of determining the final earnout amount related to the 2025 performance and other post-closing adjustments, which are primarily related to cash, working capital balances, and other adjustments per the transaction agreement. The fair value estimation of the final earnout amount uses Level 3 unobservable inputs as categorized within the ASC Topic 820 fair value hierarchy, as discussed in Note 3 of the Company’s 2025 Form 10-K. Based on the final calculation of 2025 results and post-closing adjustments, there could be a significant increase or decrease in the total sale consideration.

The following table summarizes the fair value of sale consideration received in connection with the business divestiture:


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	2,581

2024 earnout	97
Receivable for 2025 earnout and other post-closing adjustments	46
Indemnifications and other payable	(16)
Direct costs to sell	(30)
Fair value of sale consideration	$	2,678

The net proceeds received from the business divestiture presented under Cash flows from investing activities represent the cash portion of the sale consideration, reduced by the cash transferred to the buyer as part of the transaction. Amounts paid for direct costs to sell are presented under Cash flows from operating activities.

The following table summarizes the components of net proceeds received from the business divestiture presented under Cash flows from investing activities for the six months ended June 30, 2026 and 2025.


	Six Months Ended June 30,
(DOLLARS IN MILLIONS)	2026		2025
Cash proceeds from the buyer	$	97	$	2,581
Cash transferred to the buyer at close	—		(29)
Payments to the buyer	(11)		—
Net Cash flows from investing activities	$	86	$	2,552

The carrying value of net assets associated with the Pharma Solutions disposal group, adjusted for currency translation adjustment, NCI, and pension adjustments, amounted to approximately $2.799 billion. The major classes of assets and liabilities sold consisted of the following:


(DOLLARS IN MILLIONS)	May 1, 2025
Assets
Cash and cash equivalents	$	29
Trade receivables, net	218
Inventories	289
Property, plant and equipment, net	439
Goodwill(1)	1,190
Other intangible assets, net	1,093
Operating lease right-of-use assets	68
Deferred tax assets	17
Other assets	116
Less: Loss recognized on assets held-for-sale(2)	(307)
Total assets	3,152
Liabilities
Accounts payable	$	(131)
Deferred tax liability	(75)
Other liabilities	(166)
Total liabilities	(372)
Equity
Accumulated other comprehensive income - currency translation adjustment	$	49
Accumulated other comprehensive income - pension adjustment	(26)
Non-controlling Interests (NCI)	(4)
Total equity	19
Carrying value of net assets (adjusted for currency translation, pension, and NCI adjustments)	$	2,799

_______________________

(1) The goodwill presented here is net of the $64 million goodwill impairment charge.

(2) A loss was recorded on assets held-for-sale in the amount of $307 million through March 31, 2025.

As a result of the business divestiture, the Company recognized a pre-tax loss of approximately $121 million, subject to certain post-closing adjustments, presented in Losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the six months ended June 30, 2025. This is in addition to the life-to-date loss on assets classified as held for sale of $307 million recognized through March 31, 2025.

Divestiture of the Nitrocellulose Business

During October 2024, the Company entered into an agreement to sell its Nitrocellulose business (including the related industrial park in Germany), which was included within the Company’s existing Pharma Solutions reportable operating segment. The Company completed the divestiture on May 9, 2025, and received cash proceeds of approximately $161 million. The sale consideration is subject to certain post-closing adjustments, which are primarily related to cash, working capital balances, and other adjustments per the transaction agreement. The Company made a payment of $1 million related to post-closing adjustments during the three months ended June 30, 2026.

The following table summarizes the fair value of sale consideration received in connection with the business divestiture:


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	161
Direct costs to sell	(3)
Other post-closing adjustments	(1)
Fair value of sale consideration	$	157

The net proceeds received from the business divestiture presented under Cash flows from investing activities represent the cash portion of the sale consideration, which was determined as the fair value of sale consideration adjusted by the cash transferred to the buyer as part of the transaction. Amounts paid for direct costs to sell are presented under Cash flows from operating activities.

The following table summarizes the components of net proceeds received from the business divestiture presented under Cash flows from investing activities for the six months ended June 30, 2025.


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	161
Cash transferred to the buyer at close	(9)
Net Cash flows from investing activities	$	152

The carrying amount of net assets associated with the Nitrocellulose business, adjusted for currency translation adjustment and pension adjustments, was approximately $148 million. The major classes of assets and liabilities sold consisted of the following:


(DOLLARS IN MILLIONS)	May 9, 2025
Assets
Cash and cash equivalents	$	9
Trade receivables, net	33
Inventories	15
Property, plant and equipment, net	60
Goodwill	77
Other intangible assets, net	19

Other assets	40
Total assets	253
Liabilities
Accounts payable	$	(30)

Other liabilities	(50)
Total liabilities	(80)
Equity
Accumulated other comprehensive income - currency translation adjustment	(1)
Accumulated other comprehensive income - pension adjustment	(24)
Total equity	(25)
Carrying value of net assets (adjusted for currency translation and pension adjustments)	$	148

As a result of the business divestiture, the Company recognized a pre-tax gain of approximately $9 million, subject to certain post-closing adjustments. A loss of $1 million and a gain of $10 million are presented within Losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, respectively.

Divestiture of a Tobacco Flavoring Business in North America

The Company completed the divestiture of the Tobacco Flavoring Business in North America on April 1, 2025, and received gross cash proceeds of approximately $20 million.

As a result of the divestiture, the Company recognized a pre-tax gain of $1 million presented in Losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2025.