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 (the “Buyer”). As part of the transaction, the Company will retain an approximate 10% equity interest in the business.

The Company determined that the estimated proceeds of the sale are approximately $4.180 billion and the remaining costs to sell are $78 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 September 30, 2026.

The Company has agreed with the Buyer to transfer cash on hand related to certain conveying entities, which differs from the original contractual terms of the transaction agreement. Therefore, the Company has recast the presentation of the assets of discontinued operations to include cash and cash equivalents held at such entities as cash from discontinued operations for all periods presented. As such, the Company has included $242 million and $243 million of cash and cash equivalents in total assets of discontinued operations as of September 30, 2026 and December 31, 2025, respectively. The recast presentation increases both the carrying value of assets and expected proceeds by the same amount.

The transaction is expected to close in 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. The Company concluded that the disposal plan represented a strategic shift that would have a major effect on its operations and financial results, and accordingly, met the discontinued operations accounting criteria during the second quarter of 2026. The SCL disposal group met the criteria for held for sale classification in the third quarter of 2025 and was divested on March 2, 2026. The Food Ingredients disposal group met the criteria for held for sale classification in the second quarter of 2026. Accordingly, the Company is separately reporting the combined results of the SCL and Food Ingredients disposal groups 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.

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 nine months ended September 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.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS)	2026		2025		2026		2025
Net sales	$	787	$	825	$	2,449	$	2,463
Cost of sales	570		641		1,835		1,890
Gross profit	217		184		614		573
Research and development expenses	11		12		35		33
Selling and administrative expenses	107		73		322		218
Amortization of acquisition-related intangibles	—		62		104		188
Impairment of goodwill	—		—		—		1,119
Restructuring and other charges	2		2		4		5
Operating profit (loss)	97		35		149		(990)
Losses on business disposals	—		—		7		—
Losses on assets classified as held for sale	—		108		—		108
Other (income) expense, net	(2)		1		(1)		(8)
Income (loss) from discontinued operations before tax	99		(74)		143		(1,090)
Provision (benefit) for income taxes from discontinued operations	27		(16)		38		4
Net income (loss) from discontinued operations, net of tax	$	72	$	(58)	$	105	$	(1,094)


	Nine Months Ended September 30,
(DOLLARS IN MILLIONS)	2026		2025
Cash flows from operating activities of discontinued operations:
Depreciation and amortization	$	152	$	286
Losses on business disposal	7		—
Impairment of goodwill	—		1,119
Cash flows from investing activities of discontinued operations:
Additions to property, plant and equipment	107		117
Supplemental Disclosures for discontinued operations:
Accrued capital expenditures	$	13	$	16


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

Cash and cash equivalents	$	242	$	243
Trade receivables, net	544		462
Inventories	731		775
Prepaid expenses and other current assets	144		144
Property, plant and equipment, net	1,384		1,441
Goodwill	43		43
Other intangible assets, net	1,960		2,168
Operating lease right-of-use assets	69		71
Other assets	64		73
Valuation allowance	—		(115)
Total assets of discontinued operations	5,181		5,305
Liabilities
Accounts payable	360		388
Accrued payroll and bonus	78		68
Other current liabilities	87		88
Long-term debt	2		2
Retirement liabilities	13		12
Operating lease liabilities	53		54
Deferred income taxes	538		539
Other liabilities	9		16
Total liabilities of discontinued operations	$	1,140	$	1,167

_______________________

(1)All assets and liabilities of discontinued operations were classified as current on the Consolidated Balance Sheets as of September 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.

On June 23, 2026, the Company entered into a definitive agreement to divest the CitraSource business, which is included in the Scent segment. The Company completed the divestiture on July 1, 2026, and received cash proceeds of approximately $43 million which is equal to the fair value of sale consideration.


(DOLLARS IN MILLIONS)	July 1, 2026
Assets

Trade receivables, net	$	3
Inventories	27
Property, plant and equipment, net	5
Goodwill	8
Other intangible assets, net	31


Less: Loss recognized on assets held-for-sale	(27)
Total assets held-for-sale	47
Liabilities
Accounts payable	3

Other liabilities	1
Total liabilities held-for-sale	$	4

The Company recorded a loss on assets classified as held for sale of $27 million during 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 as 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.

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 nine months ended September 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.


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer at time of sale	$	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 as Cash flows from operating activities.

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

_______________________

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 (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the nine months ended September 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.

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. During the nine months ended September 30, 2026, the Company received a net payment of $1 million related to post-closing adjustments.

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 as Cash flows from operating activities.

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 $11 million. A gain of $1 million and $10 million are presented within (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the nine months ended September 30, 2026 and 2025, respectively.

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

In July 2026, the Company entered into a definitive agreement to divest its Meat Cultures business, which is included in the Health & Biosciences segment. The Company completed the initial steps of the divestiture on October 5, 2026, and received cash proceeds of approximately $30 million.

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

In July 2026, the Company announced that it had entered into a definitive agreement to divest its portfolio of Botanical Extracts, Vitamins & Minerals and Food Enhancement Products (the “Botanicals & Food Enhancements disposal group”), which are primarily included in the Health & Biosciences and Taste segments. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2026.

The sale does not constitute a strategic shift of the Company’s operations and does not, and will not, have major effects 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 Botanicals & Food Enhancements disposal group met the criteria to be presented as “held for sale” during the third quarter of 2026. As a result, as of September 30, 2026, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets.

The classification of the Botanicals & Food Enhancements disposal group as held for sale was considered an event or change in circumstance requiring an assessment of the goodwill associated with the businesses included in the Botanicals & Food Enhancements disposal group. Goodwill was allocated to the Botanicals & Food Enhancements disposal group based on the relative fair value of the businesses included in the Botanicals & Food Enhancements disposal group compared to the reporting units to which those businesses relate. Following the allocation of goodwill, the Company performed a goodwill impairment test and determined that the carrying value exceeded the fair value of the Botanicals & Food Enhancements disposal group. As a result, the Company recognized a goodwill impairment charge of $23 million.

The Company determined that the fair value of $69 million less estimated costs to sell of $6 million of the disposal group was less than its book value. As such, the Company recorded an impairment loss of $236 million in the third quarter of 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 as 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. Due to the nature of estimates, the carrying value is subject to change based on developments leading up to the closing date, and the actual amounts realized upon sale may be more than or less than the estimated carrying value of the disposal group. Any difference will be recognized as a gain or loss in future financial statements.

Included in the Company’s Consolidated Balance Sheets as of September 30, 2026 are the following carrying amounts of the assets and liabilities held for sale, related to the Meat Cultures business and the Botanicals & Food Enhancements disposal group. There were no assets and liabilities held for sale as of December 31, 2025.


(DOLLARS IN MILLIONS)	September 30, 2026
Assets
Cash and cash equivalents	$	5
Trade receivables, net	36
Inventories	50
Property, plant and equipment, net	40
Goodwill(1)	14
Other intangible assets, net	175
Operating lease right-of-use assets	9
Other assets	24
Less: Loss recognized on assets held-for-sale	(236)
Total assets held-for-sale	117
Liabilities
Accounts payable	16

Other liabilities	16
Total liabilities held-for-sale	$	32

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