Discontinued Operations and Disposal Groups

9 Months Ended

Sep. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure

ASSETS HELD FOR SALE

Microbial Control

During the third quarter of 2021, the Company announced it had entered into an agreement to sell its Microbial Control business unit, which is a part of the Health & Biosciences segment. The Company acquired the Microbial Control business unit as part of the merger with N&B.

The Company classifies assets as "held for sale" when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. Pursuant to ASC 360, assets held for sale were recorded at the lower of carrying value or the fair market value, less costs to sell. 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.

Based on the agreement to sell, it was determined that the assets and liabilities of the Microbial Control business unit met the criteria to be presented as “held for sale." As a result, as of September 30, 2021, such assets and liabilities were classified as held for sale and are reported on the Consolidated Balance Sheets. The Company expects that the transaction will close for approximately $1.274 billion in the second quarter of 2022 and that the sale proceeds less costs to sell will exceed the carrying value of the net assets.

Included in the Company's Consolidated Balance Sheets as of September 30, 2021 are the following carrying amounts of the assets and liabilities held for sale:

(DOLLARS IN MILLIONS)	September 30, 2021
Assets
Trade Receivables, net	$	60
Inventories	130
Property, plant and equipment, net	30
Goodwill	473
Other intangible assets, net	349
Other assets	83
Total assets held-for-sale	$	1,125
Liabilities
Accounts payable	$	61
Other liabilities	17
Total liabilities held-for-sale	$	78

The carrying amounts of the assets and liabilities held for sale are based on preliminary purchase price allocation and subject to changes within the measurement period. The Company is currently analyzing the tax impact of the sale transaction and, as such, has not included deferred tax liabilities, which are expected to be assumed by the buyer.

Fruit Preparation

During the second quarter of 2021, the Company entered into an agreement to divest its fruit preparation business, which is a part of the Nourish segment. As a result, for the period ended September 30, 2021, such assets and liabilities were classified as held for sale and are reported as current assets and liabilities on the Consolidated Balance Sheets in the amounts of approximately $120 million and $9 million, respectively. The transaction closed subsequent to the end of the third quarter on October 1, 2021. Although the transaction closed during the fourth quarter of 2021, the Company received cash proceeds of approximately $115 million during the third quarter of 2021, which is being held as restricted cash as of September 30, 2021. The Company is currently analyzing the tax impact of the sale transaction.