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 transaction closed on May 1, 2025.

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 Pharma Solutions disposal group met the criteria to be presented as “held for sale” during the second quarter of 2024. As a result, at March 31, 2025, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets.

The Company engaged an independent third party to assist management with determining the fair value of the Pharma Solutions disposal group for the purposes of calculating loss on assets classified as held for sale. At March 31, 2025, the Company determined that the fair value of the Pharma Solutions disposal group was $2,728 million (fair value of $2,760 million less estimated costs to sell of $32 million). As of March 31, 2025, the life-to-date loss on assets classified as held for sale was $337 million, which was all recorded in 2024. The loss on assets classified as held for sale is recorded 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.

In addition, pursuant to the terms agreed under the 2026 Term Loan Facility, a portion of the net cash proceeds received from the sale of the Pharma Solutions disposal group, must be used to repay our borrowings under the 2026 Term Loan Facility. Therefore, the Company reclassified the 2026 Term Loan Facility balance from “Long-term debt” to “Short-term debt and current portion of long-term debt”.

During October 2024, the Company entered into an agreement to sell its Nitrocellulose business (including the related industrial park in Germany), which is within the Company’s existing Pharma Solutions reportable operating segment. The transaction is subject to certain customary closing conditions and is expected to close during the second quarter of 2025.

The Company determined that the assets and liabilities of the Nitrocellulose business met the criteria to be presented as “held for sale” during the third quarter of 2024. As a result, at March 31, 2025, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets. The Company determined that, as of March 31, 2025, the fair value less estimated costs to sell of the Nitrocellulose business exceeded the underlying carrying value.

During the first quarter of 2025, the Company entered into an agreement to sell certain assets and liabilities of its Tobacco Flavoring business in North America, which is within the Company’s existing Taste reportable operating segment.

The Company determined that the assets and liabilities of the Tobacco Flavoring business in North America met the criteria to be presented as held for “held for sale” during the first quarter of 2025. As a result, at March 31, 2025, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets. The Company determined that, as of March 31, 2025, the fair value less estimated costs to sell of the Tobacco Flavoring business in North America exceeded the underlying carrying value.

The Company’s Consolidated Balance Sheet as of March 31, 2025 included the carrying amounts of the assets and liabilities of the Pharma Solutions disposal group, Nitrocellulose disposal group, and Tobacco Flavoring Business in North America as held for sale.

The Company’s Consolidated Balance Sheet as of December 31, 2024 included the carrying amounts of the assets and liabilities of the Pharma Solutions disposal group, Nitrocellulose disposal group, and a portion of the Savory Solutions business in Turkey as held for sale. The Company completed the sale of a portion of the Savory Solutions business in Turkey during the three months ended March 31, 2025.


(DOLLARS IN MILLIONS)	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	37	$	2
Trade receivables, net	233		187
Inventories	305		274
Property, plant and equipment, net	479		451
Goodwill(1)	1,244		1,216
Other intangible assets, net	1,103		1,078
Operating lease right-of-use assets	57		57
Other assets	133		112
Less: Loss recognized on assets held-for-sale(2)	(337)		(347)
Total assets held-for-sale	$	3,254	$	3,030
Liabilities
Accounts payable	$	155	$	90
Deferred tax liability	56		51
Other liabilities	232		191
Total liabilities held-for-sale	$	443	$	332

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(2)Includes the impact of $87 million, primarily related to losses on foreign currency translation, expected to be reclassified out of accumulated other comprehensive loss upon close of the sales.

The sale of the Tobacco Flavoring Business in North America was completed on April 1, 2025, and the Company received gross cash proceeds of $20 million in connection with the transaction.

The sale of the Pharma Solutions disposal group was completed on May 1, 2025. The Company received gross cash proceeds of approximately $2.6 billion in connection with the transaction, reflecting preliminary estimates of closing adjustments. The finalization of these closing adjustments may result in additional cash being received from, or paid to, the buyer. A portion of the proceeds were used to repay the remaining $397 million outstanding under the 2026 Term Loan Facility.