XML 61 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Business Divestiture
3 Months Ended
Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Assets Held For Sale BUSINESS DIVESTITURE
Divestiture of Microbial Control
The Company completed the divestiture of the Microbial Control business unit on July 1, 2022, which was acquired as part of the Company’s merger with Nutrition and Biosciences, Inc. (“N&B”), a wholly-owned subsidiary of DuPont, in 2021 (the “Merger”), and received net cash proceeds of approximately $1.169 billion. The Company also entered into transition services agreements with the buyer for providing certain general accounting, information technology and other services up to 19 months following the date of the sale for minimal consideration. The fair value of these transition services agreements was determined to be approximately $36 million, which was adjusted against the sale consideration and recognized as deferred transition services income. For the three months ended March 31, 2023, the transition services income under the transition services agreements was approximately $5 million and was recognized as a reduction to the costs incurred to provide services under the transition services agreements, which was included in Selling and administrative expenses on the Consolidated Statements of (Loss) Income and Comprehensive Income.
Liquidation of a Business in Russia
As part of the liquidation of a business in Russia in preparation for the sale of the portion of the Savory Solutions business, as disclosed in Note 18, the Company recognized a pre-tax loss of approximately $10 million presented in other expense (income), net, and approximately $2 million of tax benefits presented in provision for income taxes on the Consolidated Statements of (Loss) Income and Comprehensive Income for the three months ended March 31, 2023.
ASSETS AND LIABILITIES HELD FOR SALEDuring the fourth quarter of 2022, the Company announced it had entered into an agreement to sell a portion of its Savory Solutions business, which is part of the Nourish segment. In addition, in the first quarter of 2023, the Company announced it had entered into an agreement to sell its Flavor Specialty Ingredients business within the Scent segment. Both transactions are subject to customary closing conditions and are expected to close in the second quarter and third quarter of 2023, respectively.
The sales do not constitute a strategic shift of the Company’s operations and do not, and will not, have major effects on the Company’s operations and financial results; therefore, the transactions do not meet the discontinued operations criteria.
It was determined that the assets and liabilities of these businesses met the criteria to be presented as “held for sale.” As a result, as of March 31, 2023 and December 31, 2022, such assets and liabilities were classified as held for sale and are reported on the Consolidated Balance Sheets. The Company expects that the sale proceeds less costs to sell will exceed the preliminary estimate of the carrying value of the net assets for both businesses. The carrying value is subject to change based on developments leading up to the closing date.
Included in the Company’s Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 are the following carrying amounts of the assets and liabilities held for sale:
(DOLLARS IN MILLIONS)March 31, 2023December 31, 2022
Assets
Cash and cash equivalents$$52 
Trade receivables, net86 85 
Inventories165 157 
Property, plant and equipment, net104 92 
Goodwill361 348 
Other intangible assets, net440 428 
Operating lease right-of-use assets20 13 
Other assets22 25 
Total assets held-for-sale$1,202 $1,200 
Liabilities
Accounts payable$61 $56 
Deferred tax liability(1)
91 92 
Other liabilities64 64 
Total liabilities held-for-sale$216 $212 
_______________________
(1)The Company is currently analyzing the tax impact of the sale transaction and has included preliminary numbers for the deferred tax liability, which are subject to further updates.