DIVESTITURES |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Discontinued Operations and Disposal Groups [Abstract] | |
| DIVESTITURES | DIVESTITURES Divestiture of Augusta Paperboard Manufacturing Facility In the first quarter of 2024, the Company began the process of divesting its interests in its Augusta, Georgia bleached paperboard manufacturing facility (the “Augusta Divestiture”), which met the criteria to be considered a business. The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of March 31, 2024 through the date of sale. On May 1, 2024, the Company completed the sale to Clearwater Paper Corporation for a total consideration of $711 million. The operating results of the Augusta Divestiture for the four months ended April 30, 2024 are included in the Company's Sales and Income before Income Taxes in the Consolidated Statements of Operations. Total Net Sales and Income before Income Taxes for the Augusta Operations during this time were $144 million and $21 million, respectively. The Augusta Divestiture did not qualify as discontinued operations as it did not represent a strategic shift that will have a major impact on the Company’s operations or financial results. The Augusta Divestiture resulted in a $75 million gain on sale of business (net of transaction costs), including goodwill allocated to the sale of $68 million. The Augusta Divestiture is reported within the Paperboard Manufacturing segment. Impairment and Divestiture of Russian Business In the second quarter of 2022, the Company began the process of divesting its interests in its two packaging facilities in Russia (the “Russian Operations”), which met the criteria to be considered a business, through a sale of 100% of the outstanding shares. The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of June 30, 2022 and each subsequent quarter end through the date of sale. On November 30, 2023, the Company completed the sale to former members of management of its Russian Operations (the “Buyer”) for total consideration of $61 million, which was primarily a long-term loan to the Buyer with a maturity date in 2038 (the “Vendor Loan”). Given the current government sanctions and restrictions on movement of currency out of Russia to satisfy payments on the notes, the Company placed a valuation allowance of $48 million against the Vendor Loan receivable. For the six months ended June 30, 2023, the Company incurred $7 million of impairment losses associated with the Russian Operations including $3 million of impairment charges incurred for the three months ended June 30, 2023, all of which are included in the Business Combinations, Exit Activities, and Other Special Items, Net line in the Consolidated Statement of Operations. The operating results of the Russian Operations for the six months ended June 30, 2023 are included in the Company's Sales and Net Income in the Consolidated Statements of Operations. Total Net Sales and Net Income for the Russian Operations for the three months ended June 30, 2023 were $26 million and $1 million, respectively and total Net Sales and Net Income for the six months ended June 30, 2023 were $54 million and $2 million, respectively. In addition, the Company historically had an intercompany payable to the Russian Operations. As of the date of the sale, the intercompany payable was converted to an external third-party loan payable (the “Loan Payable”). The Loan Payable will mature in 2037. The Loan Payable totaling $33 million is reflected in the Other Noncurrent Liabilities on the Consolidated Balance Sheet. For more information regarding the sale of the Russian Operations, see “Note 19 – Impairment and Divestiture of Russian Business” of the Notes to the Consolidated Financial Statements of the Company's 2023 Annual Report on Form 10-K.
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