| Disposal Groups, Including Discontinued Operations |
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 | |
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 dateIncluded 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 | | | | | | | |
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 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 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. 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 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 | |
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