IFF 8-K Current Reports

International Flavors & Fragrances 8-K Report, Financial Results (Nov 3, 2026)

International Flavors & Fragrances 8-K Report, Executive Changes (Nov 3, 2026)

International Flavors & Fragrances 8-K Report, Regulation FD Disclosure (Aug 4, 2026)

International Flavors & Fragrances Inc. (IFF) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish recast unaudited financial information that reflects its pending sale of the Food Ingredients business to funds advised by CVC Capital Partners. The sale was first announced on May 29, 2026. IFF will retain an approximately 10% minority equity interest in the business, and the sale is expected to close by the end of the second quarter of 2027, subject to information and/or consultation requirements, customary closing conditions and regulatory approvals where required. Together with the Soy Crush, Concentrates, and Lecithin (SCL) business sale, completed March 2, 2026, both disposal groups are presented as discontinued operations for all periods shown. The recast financials, furnished in Exhibit 99.1, show continuing-operations net sales of $7.63 billion for 2025 and $1.91 billion for the first quarter of 2026. Total Adjusted Operating EBITDA for 2025 is recast to $1.55 billion, compared with $2.09 billion as previously reported. For the first quarter of 2026, it is recast to $433 million, compared with $568 million as previously reported. Net income attributable to IFF shareholders was $(361) million for 2025 and $169 million for the first quarter of 2026. The 2025 figure includes a loss from discontinued operations of $(1.105) billion. The filing states that it does not restate previously filed financial statements. It should be read with IFF's 2025 Form 10-K and its 2025 and first-quarter 2026 Forms 10-Q. The recast segment data covers Taste, Scent, and Health & Biosciences, and reflects the removal of the disposal groups from segment results.

International Flavors & Fragrances 8-K Report, Financial Results (Aug 4, 2026)

On August 4, 2026, International Flavors & Fragrances Inc. (IFF) reported second quarter 2026 results on a continuing operations basis, which excludes the Food Ingredients and Soy Crush, Concentrates, and Lecithin (SCL) businesses, now reported as discontinued operations. Second quarter reported net sales were $1.95 billion, up 2% versus the prior-year period, and currency neutral comparable sales rose 6%. Income from continuing operations before taxes was $64 million and reported EPS was $0.13 per diluted share, while adjusted EPS excluding amortization was $0.82. Adjusted operating EBITDA margin was 20.9% for the quarter on a continuing basis, compared with 19.7% including discontinued operations. IFF agreed on May 29, 2026 to sell its Food Ingredients business to funds advised by CVC Capital Partners for net cash proceeds of approximately $3.8 billion, subject to adjustments. IFF will retain an approximately 10% minority equity interest, and closing is expected by the end of the second quarter of 2027. The company expects to eliminate about $100 million of stranded corporate costs, with roughly two-thirds removed within the first year after closing and substantially all within two years. IFF also introduced full-year 2026 guidance on a continuing operations basis, expecting sales of $7.4 billion to $7.6 billion and adjusted operating EBITDA of $1.53 billion to $1.60 billion. It plans to reduce debt by over $1 billion from the proceeds and authorized a share repurchase program of $2.5 billion, including a $500 million accelerated share repurchase in the second half of 2026 and the remaining $2.0 billion after the divestiture closes, with completion targeted by the end of 2027.

International Flavors & Fragrances 8-K Report, Material Agreement (Jun 23, 2026)

International Flavors & Fragrances Inc. entered into a Term Loan Credit Agreement on June 23, 2026 with Wells Fargo Bank, National Association, as administrative agent, providing a $1,000,000,000 senior unsecured delayed draw term loan facility. The facility allows a single U.S. dollar borrowing available through September 25, 2026, matures on December 31, 2027, and cannot be reborrowed. Proceeds, together with cash on hand, will be used to refinance the Company's €800 million aggregate principal amount of 1.800% Senior Notes due September 25, 2026. Borrowings bear interest at Term SOFR plus an applicable margin of 0.875% to 1.500% per annum, or at the Company's option a base rate plus 0.000% to 0.500%, based on its public debt ratings, with no commitment fee. The agreement requires mandatory prepayment of 100% of net cash proceeds from a material sale of the Food Ingredients business segment, which the Company has previously disclosed it agreed to sell for approximately $3.8 billion in net cash proceeds, with closing expected by the end of the second quarter of 2027. Commitments are automatically reduced by any such proceeds received before funding. Covenants, including a maximum net debt to consolidated EBITDA ratio of 3.75 to 1.00, are substantially consistent with the Company's existing $2,000,000,000 revolving credit facility. For investors, the filing shows the Company pre-arranging refinancing of its September 2026 euro notes and tying the new facility's repayment to the planned Food Ingredients divestiture. The filing also notes that certain lenders and their affiliates have provided and may continue to provide commercial banking, investment banking, and other advisory services for the Company for customary fees.

International Flavors & Fragrances 8-K Report, Material Agreement (Jun 1, 2026)

On May 28, 2026, International Flavors & Fragrances Inc. (IFF) entered into a Transaction Agreement with Foxtrot US Bidco, Inc. and Foxtrot Midco LP, affiliates of CVC Capital Partners, to sell its Food Ingredients business. The transaction values the business at approximately $4.3 billion. IFF expects net cash proceeds of approximately $3.8 billion at closing, subject to customary adjustments, and a minority equity interest in the future company valued at approximately $200 million, expected to represent an approximate 9.9% stake at closing. The press release furnished with the filing states the sale is a significant step in IFF's portfolio transformation, concentrating the company on Taste, Scent, and Health & Biosciences. The Food Ingredients business generated nearly $3.1 billion in annual sales and approximately $430 million of EBITDA in 2025, and the transaction values it at roughly 10x enterprise value-to-EBITDA. IFF expects the transaction to be dilutive to adjusted EPS in the first 12 months after closing, prior to benefits from capital deployment and actions to address stranded overhead costs. The company reiterated its full-year 2026 guidance, with sales of $10.5 billion to $10.8 billion and adjusted operating EBITDA of $2.05 billion to $2.15 billion. Closing is subject to customary conditions, including Hart-Scott-Rodino and other regulatory approvals, and is expected by the end of the second quarter of 2027. The agreement may be terminated if the transaction is not consummated by May 28, 2027, or upon uncured breaches that cause a closing condition to fail. IFF intends to use proceeds for debt reduction, targeted share repurchases, and reinvestment in the core portfolio.

International Flavors & Fragrances 8-K Report, Financial Results (May 5, 2026)

International Flavors & Fragrances Inc. (NYSE: IFF) reported first quarter 2026 results for the quarter ended March 31, 2026, in a press release furnished as Exhibit 99.1 under Item 2.02. Reported net sales were $2.74 billion, down 4% versus the prior-year period, though on a comparable basis currency neutral sales increased 3%. Reported income before taxes was $209 million and reported EPS was $0.66. Adjusted operating EBITDA was $568 million, a 20.7% margin, and adjusted EPS excluding amortization was $1.25 per diluted share. Cash flow from operations was $257 million, up $130 million year-over-year, and free cash flow was $92 million. Management said volume growth was delivered in all four segments and that the company reaffirmed its full-year 2026 guidance of sales of $10.5 billion to $10.8 billion and adjusted operating EBITDA of $2.05 billion to $2.15 billion. The guidance now includes two months of Soy Crush, Concentrates, and Lecithin results, reflecting a divestiture that closed on March 2, 2026, rather than the previously expected April 1, 2026 closing. Management described the operating environment as unsettled and said it is running a disciplined sale process for the Food Ingredients business. On a segment basis, Taste and Health & Biosciences posted the strongest adjusted operating EBITDA growth on a comparable currency neutral basis, while Scent declined (2)%. Net debt to credit adjusted EBITDA was 2.5x at quarter end, and total debt to trailing twelve-month net income was 7.2x.

International Flavors & Fragrances 8-K Report, Shareholder Vote Results (May 4, 2026)

International Flavors & Fragrances Inc. filed this Current Report under Item 5.07 to report the results of its Annual Meeting of Shareholders, held on April 29, 2026. Shareholders elected ten individuals to the Board of Directors for terms expiring at the 2027 annual meeting, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approved, in an advisory vote, the compensation of the named executive officers. The matters are described in the Company's Proxy Statement filed March 18, 2026. All three proposals were approved. Each director received substantially more votes "For" than "Against" or "Abstain." Votes "For" ranged from 219,852,087 (Brett Icahn) to 228,708,085 (J. Erik Fyrwald), and votes "Against" ranged from 407,052 (Fyrwald) to 9,263,970 (Icahn). The auditor ratification received 223,799,689 votes For, 15,434,021 Against and 53,269 Abstain. The advisory say-on-pay proposal received 199,852,600 votes For, 29,195,584 Against, 135,226 Abstain and 10,103,569 broker non-votes. The filing contains only the voting results and does not report any other corporate action, financial results or change in governance.

International Flavors & Fragrances 8-K Report, Financial Results (Feb 11, 2026)

International Flavors & Fragrances Inc. (NYSE: IFF) reported fourth quarter and full year 2025 results on February 11, 2026, in a press release furnished as Exhibit 99.1. For full year 2025, reported net sales were $10.89 billion, down (5)% from the prior year, with comparable currency neutral sales up 2%. The company reported a loss before taxes of $412 million and a reported EPS loss of $(1.46), driven largely by a $1.153 billion goodwill impairment tied to the Food Ingredients reporting unit. Adjusted operating EBITDA was $2.086 billion, a 19.2% margin, and adjusted EPS excluding amortization was $4.20. Cash flow from operations was $850 million and free cash flow was $256 million. For the fourth quarter, reported net sales were $2.59 billion, down (7)%, and reported income before taxes was $22 million, with reported EPS of $0.07 and adjusted EPS ex amortization of $0.80. The company also announced it has launched a sale process for its Food Ingredients segment and expects the Soy Crush, Concentrates, and Lecithin divestiture to close on March 31, 2026. For 2026, IFF guided to sales of $10.5 billion to $10.8 billion and adjusted operating EBITDA of $2.05 billion to $2.15 billion. Management expects comparable currency neutral sales growth of 1% to 4% and comparable currency neutral adjusted operating EBITDA growth of 3% to 8%, with divestitures expected to have an approximately 5% adverse impact on both sales and adjusted operating EBITDA growth.

International Flavors & Fragrances 8-K Report, Bylaw Amendment (Nov 4, 2025)

International Flavors & Fragrances Inc. filed this Current Report on Form 8-K to disclose amendments to its bylaws. On October 29, 2025, the Board of Directors approved and adopted amended and restated bylaws, effective immediately. The changes are largely administrative, updating committee nomenclature and references and making other modernizing and conforming edits throughout the document. The amendments also include two substantive changes to the indemnification provisions. The Company now clarifies that it will indemnify directors, officers, and certain other specified individuals serving at the Company's request to the fullest extent permitted by the New York Business Corporation Law. A severability clause was also added to the indemnification article, under which any provision held unenforceable will be modified to the minimum extent necessary to make it enforceable, with the remainder staying in full force. The complete amended and restated bylaws are attached as Exhibit 3.1 and incorporated by reference. The filing does not report any financial results or quantitative figures.

International Flavors & Fragrances 8-K Report, Financial Results (Nov 4, 2025)

International Flavors & Fragrances Inc. (NYSE: IFF) reported third quarter 2025 results on November 4, 2025, with reported net sales of $2.69 billion, down 8% from the prior-year period, and reported income before taxes of $56 million. Reported EPS for the quarter was $0.16 per diluted share, while adjusted EPS excluding amortization was $1.05. On a comparable, currency neutral basis, sales were flat versus the prior year, and comparable currency neutral adjusted operating EBITDA improved 7%, led by productivity gains and favorable net pricing. Adjusted operating EBITDA was $519 million, with an adjusted operating EBITDA margin of 19.3%. For the first nine months of 2025, reported income before taxes was a loss of $434 million, reflecting a $1.15 billion goodwill impairment tied to the Food Ingredients reporting unit, and reported diluted EPS was $(1.53). Adjusted EPS excluding amortization was $3.41 for the nine months. Cash flows from operations were $532 million and free cash flow was $126 million for the period. Net debt to credit adjusted EBITDA was 2.5x at quarter end. The company reiterated its full year 2025 guidance of sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2 billion to $2.15 billion, while noting a more challenging operating environment. The filing also discloses that the company identified income tax-related errors affecting prior periods, which it determined were not material to previously issued financial statements. It will revise the three and nine months ended September 30, 2024 figures in its Form 10-Q for the quarter ended September 30, 2025, expected to be filed by November 10, 2025.

International Flavors & Fragrances 8-K Report, Executive Changes (Oct 22, 2025)

International Flavors & Fragrances Inc. (IFF) reported in this Item 5.02 Current Report that two directors stepped down from its Board of Directors on October 20, 2025: Vincent Intrieri, the Icahn Designee, and Margarita Paláu-Hernández. The filing states that neither departure resulted from any disagreement with the Company, its management or the Board. The changes were made under the Cooperation Agreement with the Icahn Group dated February 1, 2023. The Company announced on October 20, 2025 that Brett Icahn and Dr. Richard Mulligan were appointed to the Board, effective immediately. Brett Icahn, 45, is an investor and portfolio manager at Icahn Capital and was named to the Audit Committee and Transaction Committee. Dr. Richard Mulligan, 71, replaces Ms. Paláu-Hernández as an independent director mutually acceptable to the Board and the Icahn Group, and was named to the Innovation Committee. The Board determined that both qualify as independent under New York Stock Exchange rules. The filing states that both new directors will receive the non-employee director compensation arrangements described in the Company's 2024 Proxy Statement, filed March 18, 2025. The filing discloses no related-party transactions above $120,000 involving either director.

International Flavors & Fragrances 8-K Report, Executive Changes (Aug 7, 2025)

International Flavors & Fragrances Inc. (IFF) filed a Current Report on Form 8-K on August 7, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing announces the appointment of Marc Birenkrant as Controller & Chief Accounting Officer, effective August 10, 2025. He succeeds Beril Yildiz, who has served as SVP, Controller & Chief Accounting Officer since 2022 and will leave the Company as of December 31, 2025, after ensuring a smooth transition of responsibilities. Mr. Birenkrant has more than 30 years of experience in finance and accounting and has been employed by IFF since 2008, where he held roles including Vice President, Assistant Controller, and Finance Director. Before joining IFF, he was Director of Accounting at The Wendy's Company from 1996 to 2008. He began his career as an auditor at Ernst & Young LLP from 1994 to 1996. He holds a Bachelor of Science in Accounting from Pennsylvania State University and is a Certified Public Accountant in the State of New York. The filing also states that Ms. Yildiz's departure constitutes a qualifying event under the Company's executive severance policy. The filing does not disclose any financial results or compensation amounts related to these changes.

International Flavors & Fragrances 8-K Report, Financial Results (Aug 5, 2025)

International Flavors & Fragrances Inc. (NYSE: IFF) furnished a press release reporting second quarter 2025 results for the quarter ended June 30, 2025. Reported net sales were $2.76 billion, down 4% from the prior-year period, while currency neutral sales on a comparable basis rose 3%. Reported income before taxes was $534 million and reported diluted EPS was $2.38, which includes a $488 million gain on extinguishment of debt. Adjusted operating EBITDA was $552 million, with a 20.0% margin, and adjusted EPS excluding amortization was $1.15. For the first six months, reported loss before taxes was $(460) million, reflecting a $1.15 billion goodwill impairment, and reported diluted EPS was $(1.59). Net debt to credit adjusted EBITDA was 2.5x at quarter end. The company reaffirmed its full-year 2025 guidance of sales between $10.6 billion and $10.9 billion and adjusted operating EBITDA between $2.0 billion and $2.15 billion. It expects comparable currency neutral sales growth of 1% to 4% and comparable currency neutral adjusted operating EBITDA growth of 5% to 10%, though management said market conditions are expected to be more challenging in the second half. Management said it expects growth to moderate in the second half. The company also announced a new share repurchase program of up to $500 million with no specified term, and a definitive agreement to sell its soy crush, concentrates and lecithin business to Bunge, expected to close by year-end 2025. That business generated approximately $240 million of revenue in 2024. The company is also evaluating strategic alternatives for its Food Ingredients segment. Financial terms of the Bunge sale were not disclosed.

International Flavors & Fragrances 8-K Report, Executive Changes (Jul 30, 2025)

International Flavors & Fragrances Inc. (the Company) announced on July 29, 2025 that Jesus Mantas and Paul Fribourg were appointed to its Board of Directors, effective July 29, 2025. Mr. Mantas was named to the Board's Audit Committee and Innovation Committee, and Mr. Fribourg was named to the Board's Transaction Committee. The filing states that the Board has determined both directors are independent under New York Stock Exchange rules and the Company's own independence requirements. Mr. Mantas, 56, is a former Global Managing Partner at IBM Consulting, where he led the $10B Business Transformation Services unit and held several other senior leadership roles, and he currently chairs the Compensation and Management Development Committee of Biogen Inc.'s board. Mr. Fribourg, 71, is Chairman and Chief Executive Officer of Continental Grain Company, a position he has held since 1976, and he serves on the boards of Loews Corp., The Estée Lauder Companies Inc., Syngenta Group Co. Ltd. and Wayne-Sanderson Farms LLC. The filing states there is no arrangement or understanding under which either director was appointed, and no related-person transaction above $120,000 in which either had a material interest since the beginning of the last fiscal year. Both directors will participate in the non-employee director compensation arrangements described in the Company's 2024 Proxy Statement, filed March 18, 2025.

International Flavors & Fragrances 8-K Report, Executive Changes (Jun 9, 2025)

International Flavors & Fragrances Inc. (IFF) disclosed in this Current Report on Form 8-K, dated June 9, 2025, that it has appointed Ms. Virginia Drosos to its board of directors, effective June 16, 2025. Ms. Drosos is named to the Board's Audit Committee, Human Capital & Compensation Committee and Innovation Committee as of the effective date. The Board has determined she is independent under New York Stock Exchange rules and the Company's own independence requirements. Ms. Drosos, 62, previously served as Chief Executive Officer and director of Signet Jewelers Ltd. from August 2017 to November 2024, where the filing says she led a significant transformation that expanded digital capabilities and enhanced the customer experience. Earlier, she was Chief Executive Officer of Assurex Health, Inc., where the filing says she delivered significant revenue growth and executed its strategic sale to Myriad Genetics, and she spent 25 years at Procter & Gamble. She currently serves as a director of Foot Locker Inc. and the United States Golf Association. The filing states there is no arrangement or understanding under which she was appointed, and no related-person transaction exceeding $120,000 involving her since the beginning of IFF's last fiscal year. She will participate in the non-employee director compensation arrangements described in IFF's 2024 Proxy Statement, filed March 18, 2025.

International Flavors & Fragrances 8-K Report, Shareholder Vote Results (May 7, 2025)

International Flavors & Fragrances Inc. (the "Company") held its Annual Meeting of Shareholders on May 1, 2025, and this Form 8-K reports the final voting results on three proposals. Ten individuals were elected as directors for terms expiring at the 2026 annual meeting, each receiving a large majority of "For" votes relative to "Against" and "Abstain" votes. Shareholders also ratified PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025, with 212,026,858 votes for, 19,312,560 against and 74,738 abstaining. In the advisory vote on executive compensation, shareholders approved the compensation paid to the Company's named executive officers in 2024, as disclosed in the Proxy Statement filed March 18, 2025. The vote recorded 187,853,527 votes for, 33,680,007 against, 206,512 abstentions and 9,674,110 broker non-votes. The say-on-pay result shows a noticeably higher level of opposition than the director and auditor votes, though the proposal still passed. The filing is limited to the reporting of voting outcomes under Item 5.07 and does not disclose any new financial results, strategic actions or changes in governance beyond the director slate and auditor ratification described in the Proxy Statement.

International Flavors & Fragrances 8-K Report, Regulation FD Disclosure (May 6, 2025)

On May 6, 2025, International Flavors & Fragrances Inc. (IFF) furnished under Item 7.01 recast unaudited historical segment information for fiscal 2024, reflecting a reorganization effective January 1, 2025. The reorganization changed how the Chief Operating Decision Maker allocates resources and assesses performance. The former Nourish segment is now two reportable segments, Taste and Food Ingredients, and the company's reportable segments as of Q1 2025 are Taste, Food Ingredients, Health & Biosciences, Scent, and Pharma Solutions. Corporate cost allocations were also adjusted. The filing states that it does not restate previously filed financial statements. The recast fiscal 2024 figures show net sales of $11,484 million and Adjusted Operating EBITDA of $2,205 million, a 19.2% Adjusted Operating EBITDA margin. By segment, full-year 2024 net sales were $2,428 million for Taste, $3,365 million for Food Ingredients, $2,203 million for Health & Biosciences, $2,439 million for Scent, and $1,049 million for Pharma Solutions. Adjusted Operating EBITDA margins were 18.9% for Taste, 12.1% for Food Ingredients, 26.2% for Health & Biosciences, 22.3% for Scent, and 20.5% for Pharma Solutions. Full-year 2024 sales growth on a comparable basis was 3% in total, and 6% on a currency neutral basis, with reported sales flat at 0%. Taste grew 5% reported, Food Ingredients declined 9% reported, Health & Biosciences grew 6%, Scent grew 2%, and Pharma Solutions grew 3%. The company notes it has not yet presented interim segment expense disclosures under ASU 2023-07, and investors should read the recast data alongside the 2024 Form 10-K and 10-Q filings.

International Flavors & Fragrances 8-K Report, Financial Results (May 6, 2025)

International Flavors & Fragrances Inc. (IFF) reported first quarter 2025 results for the period ended March 31, 2025, in a press release furnished as Exhibit 99.1. Reported net sales were $2.84 billion, down 2% from the prior-year period, while currency neutral sales on a comparable basis increased 3%. The company recorded a loss before taxes of $(994) million, driven by a $1.15 billion goodwill impairment in Food Ingredients tied to the separation of the Nourish segment into Taste and Food Ingredients. Reported EPS was $(3.98), while adjusted EPS excluding amortization was $1.20 per diluted share. Adjusted operating EBITDA was $578 million, a 20.3% margin, and on a comparable currency neutral basis it improved 9% year-over-year. Cash flow from operations was $127 million and free cash flow was $(52) million. Net debt to credit adjusted EBITDA was 3.9x at quarter end. The company said it completed the divestiture of its Pharma Solutions business two months ahead of schedule, closing on May 1, 2025, which it described as a key step toward its targeted debt leverage ratio. Full-year 2025 guidance for sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2 billion to $2.15 billion was maintained. Management updated foreign exchange and Pharma Solutions divestiture impacts on growth and flagged that the outlook includes current tariff exposure but does not account for potential recessionary pressures. Management described the macroeconomic environment as highly uncertain and warned of potential additional challenges, while emphasizing productivity, innovation and customer collaboration.

International Flavors & Fragrances 8-K Report, Executive Changes (Mar 13, 2025)

International Flavors & Fragrances Inc. (IFF) filed a Current Report on Form 8-K dated March 13, 2025, reporting an event of March 12, 2025. The filing discloses that Jennifer Johnson, Executive Vice President, General Counsel and Corporate Secretary, provided her resignation on that date. Ms. Johnson will remain employed with the Company through July 1, 2025 to ensure a smooth transition. The filing states that Ms. Johnson's resignation constitutes a qualifying event under IFF's executive severance policy. The report is filed under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). It does not name a successor or disclose financial results. For investors, the principal takeaway is a senior leadership change in the legal function, with a transition period running to July 1, 2025. The filing confirms that the departure triggers severance under the company's executive severance policy, but it does not state any severance amount.

International Flavors & Fragrances 8-K Report, Executive Changes (Feb 20, 2025)

International Flavors & Fragrances Inc. filed this Current Report on Form 8-K dated February 20, 2025, to disclose a leadership change under Item 5.02 (Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The Company announced that Simon Herriott, currently President, Health & Biosciences, will leave IFF effective March 31, 2025. The filing states that Mr. Herriott's departure will be treated as a qualifying event under IFF's executive severance policy, meaning his exit triggers the benefits set out in that policy. The filing does not state the amount or terms of any severance payment. The Company also stated that Leticia Goncalves Lourenço will join IFF effective March 1, 2025, as President of the Health & Biosciences division, so the role is set to be filled by a successor who begins a month before the departing executive's last day. The filing contains no financial results, guidance, or other operational data.

International Flavors & Fragrances 8-K Report, Financial Results (Feb 18, 2025)

International Flavors & Fragrances Inc. (NYSE: IFF) reported fourth quarter and full year 2024 results in this Form 8-K, furnished under Item 2.02 with the press release attached as Exhibit 99.1. For full year 2024, reported net sales were $11.48 billion, flat compared with the prior year. On a comparable, currency neutral basis, sales increased 6%, led by a double-digit increase in Scent, high-single digit growth in Health & Biosciences and a mid-single digit increase in Nourish. Reported income before taxes was $278 million and reported EPS was $0.95, while adjusted EPS excluding amortization was $4.31 per diluted share. Adjusted operating EBITDA was $2.21 billion, with a 19.2% margin. Reported results were affected by a $64 million goodwill impairment tied to the Pharma Solutions disposal group and a $347 million loss on assets classified as held for sale. For the fourth quarter, reported net sales were $2.77 billion, up 3% year over year, and the company reported a loss before taxes of $(115) million and a reported EPS loss of $(0.18). Adjusted operating EBITDA for the quarter was $471 million, and the company stated that on a comparable basis it increased 5%. Cash flow from operations for the full year was $1,070 million, and free cash flow was $607 million. Net debt to credit-adjusted EBITDA was 3.8x at the end of the fourth quarter. For 2025, the company guided to sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2.0 billion to $2.15 billion. The guidance assumes six months of Pharma Solutions results, with the divestiture assumed to close on June 30, 2025. Management said it will increase investment in R&D, commercial activities, capacity and technology in 2025.

International Flavors & Fragrances 8-K Report, Executive Changes (Dec 19, 2024)

In an 8-K filed December 19, 2024 under Item 5.02, International Flavors & Fragrances Inc. announced a series of board changes. Directors Roger W. Ferguson, Jr., John Davidson and Christina Gold will not stand for reelection at the 2025 Annual Meeting and will serve until their terms expire at that meeting. Kevin O'Byrne has been appointed to succeed Ferguson as Chair as of the 2025 Annual Meeting, subject to his reelection to the Board at that meeting; Ferguson remains Chair until then. The filing states that these retirements did not result from any disagreement with the Company, its management or the Board. Under the Cooperation Agreement with the Icahn Group dated February 1, 2023, Icahn Capital LP requested that Vincent Intrieri replace Gary Hu as the Icahn Designee director. Hu steps down from the Board on December 31, 2024, and states his departure did not result from any disagreement. Cynthia Jamison, Dr. Mehmood Khan and Vincent Intrieri are appointed to the Board effective January 1, 2025. Jamison joins the Audit and Transaction Committees, Khan joins the Innovation Committee, and Intrieri joins the Audit and Transaction Committees. All three will receive the non-employee director compensation described in the 2023 Proxy Statement filed March 21, 2024. For investors, the filing is a governance update: a planned leadership transition in the Chair role, several director retirements, and new directors added with backgrounds in finance, life sciences and R&D, one of them tied to the activist Icahn Group under the existing cooperation agreement.

International Flavors & Fragrances 8-K Report, Executive Changes (Dec 10, 2024)

International Flavors & Fragrances Inc. (IFF) disclosed in this Form 8-K, filed December 10, 2024, a leadership change in its finance function under Item 5.02. The Company announced that Mr. Michael DeVeau has been appointed Executive Vice President, Chief Financial Officer, effective January 1, 2025. The filing notes that Glenn Richter, the current Executive Vice President and Chief Financial Officer, will retire effective December 31, 2024, as previously announced in the Company's Form 8-K filed May 6, 2024. Mr. DeVeau, 44, joined the Company in 2009 and has held several senior finance roles, most recently SVP, Corporate Finance and Investor Relations, after serving as VP, Investor Relations, Communications and Chief of Staff from 2014. He previously was Divisional CFO for Scent, the Company's largest division, and Chief Strategy Officer. Before IFF he held investor relations, finance and corporate development positions at PepsiCo and began his career as an equity research analyst at Citigroup Investment Research. In his current role he oversees corporate and divisional financial planning and analysis, corporate strategy and investor relations. The Human Capital & Compensation Committee approved the following compensation for Mr. DeVeau: a base salary of $700,000, an annual bonus target of 90% of base salary, and a long-term incentive grant with a target grant date fair value of $2,200,000, for a total target value of $3,530,000. The filing states there is no arrangement or understanding with any other person regarding his appointment, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

International Flavors & Fragrances 8-K Report, Financial Results (Nov 5, 2024)

International Flavors & Fragrances Inc. (IFF) furnished its press release reporting results for the quarter ended September 30, 2024. Third-quarter net sales were $2.93 billion, up 4% versus the prior-year period, with currency neutral sales up 9% on a comparable basis. Reported income before income taxes was $95 million and reported EPS was $0.23, while adjusted EPS excluding amortization was $1.04 per diluted share, increasing 17% versus the prior year. Adjusted operating EBITDA for the quarter was $568 million, with a 19.4% margin, and improved 16% on a comparable basis. Management described the quarter as showing growth across all business segments, with volume growth in every division. For the first nine months of 2024, net sales were $8.71 billion and income before taxes was $393 million, with reported EPS of $1.13 and adjusted EPS ex amortization of $3.34. Operating cash flow for the nine months was $702 million and free cash flow was $399 million. Net debt to credit adjusted EBITDA was 3.9x at the end of the quarter. The filing also reports a goodwill impairment of $64 million and a $314 million loss on assets classified as held for sale related to the Pharma Solutions disposal group, alongside a $348 million net gain on business disposals for the nine months. The company raised its full-year 2024 guidance: sales are now expected at $11.3 billion to $11.4 billion (previously $11.1 billion to $11.3 billion), adjusted operating EBITDA is expected at the high end of the $2.1 billion to $2.17 billion range, and volume is now expected to rise 5% to 6% (previously 3% to 5%). Foreign exchange is now expected to have an approximately 3% adverse impact on sales growth.

International Flavors & Fragrances 8-K Report, Financial Results (Aug 6, 2024)

International Flavors & Fragrances Inc. (IFF) reported second quarter 2024 results for the quarter ended June 30, 2024, in a press release furnished as Exhibit 99.1. Reported net sales were $2.89 billion, down 1% versus the prior-year period, while currency neutral sales on a comparable basis rose 7%, led by Scent, Health & Biosciences and Nourish. Volume grew high-single digits. Reported income before taxes was $183 million, and reported diluted EPS was $0.66. Adjusted operating EBITDA was $588 million, with an adjusted operating EBITDA margin of 20.4%, and comparable adjusted operating EBITDA improved 22% year over year. Adjusted EPS excluding amortization was $1.16 per diluted share. For the first six months of 2024, reported net sales were $5.8 billion, income before taxes was $298 million, and reported diluted EPS was $0.90. Reported results include a $368 million gain on business disposals and a $282 million loss on assets classified as held for sale, along with a $64 million goodwill impairment tied to the Pharma Solutions disposal group. Cash flow from operations for the first half was $336 million, and free cash flow was $136 million. Net debt to credit adjusted EBITDA was 4.0x at the end of the quarter. Management raised full-year 2024 guidance. Sales are now expected at $11.1 billion to $11.3 billion, up from $10.8 billion to $11.1 billion, and adjusted operating EBITDA at $2.1 billion to $2.17 billion, up from $1.9 billion to $2.1 billion. Volume growth expectations rose to 3% to 5% from 0% to 3%, and foreign exchange is expected to have a 3% to 4% adverse impact on sales growth. CEO Erik Fyrwald described the company as cautiously optimistic and said it is increasing investment in R&D, commercial efforts and capacity, while taking additional productivity actions in the functional ingredients business.

International Flavors & Fragrances 8-K Report, Executive Changes (May 30, 2024)

International Flavors & Fragrances Inc. (IFF) announced on May 30, 2024 that Ms. Margarita Paláu-Hernández will be appointed to its Board of Directors to fill a vacancy, effective June 3, 2024. She will serve on the Audit Committee and the Human Capital & Compensation Committee. Ms. Paláu-Hernández is the Founder and Chief Executive Officer of Hernández Ventures, a privately held enterprise involved in Spanish media, business and real estate ventures, and has held that role since November 1988. She was nominated in September 2018 to serve as a Representative of the United States to the Seventy-third Session of the United Nations General Assembly, with the personal rank of Ambassador. She currently serves as a director of Conduent Incorporated and Apartment Income REIT Corp. Her appointment replaces Barry Bruno and is made under the Cooperation Agreement dated February 1, 2023 between the Company and the Icahn Group, which provides for nomination of a replacement independent director upon an independent director's resignation. The filing states that she will participate in the non-employee director compensation arrangements described in IFF's 2023 Proxy Statement, filed March 21, 2024.

International Flavors & Fragrances 8-K Report, Shareholder Vote Results (May 7, 2024)

On May 1, 2024, International Flavors & Fragrances Inc. held its Annual Meeting of Shareholders. Shareholders elected ten individuals to the Board of Directors for terms expiring at the 2025 annual meeting, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024, and approved the compensation of the named executive officers in an advisory vote. They also approved the Amended and Restated 2021 Stock Award and Incentive Plan. A shareholder proposal to commission a third-party assessment of the Company's commitment to freedom of association and collective bargaining rights was not approved. The filing reports 37,247,845 votes for, 182,582,606 votes against, and 1,601,069 abstentions on that proposal, with 12,198,373 broker non-votes. The filing describes each proposal in the Company's Proxy Statement filed with the SEC on March 21, 2024. Vote tallies for each director nominee, the auditor ratification, the say-on-pay vote, and the stock plan are reported in the filing.

International Flavors & Fragrances 8-K Report, Executive Changes (May 6, 2024)

International Flavors & Fragrances Inc. filed this Form 8-K dated May 6, 2024, reporting under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) that Glenn Richter, the Company's Chief Financial and Business Transformation Officer, notified the Company on May 1, 2024 of his plan to retire from the CFO position effective December 31, 2024. The Company has commenced a search for his successor. The filing states that Mr. Richter's retirement will qualify as a normal retirement under the terms of the Company's 2021 Stock Award and Incentive Plan and the outstanding incentive awards he holds under that plan. The filing does not disclose any financial results, guidance, or other operational information. For investors, the key takeaway is a planned leadership transition in the finance function, with roughly eight months between the notice date and the retirement effective date, giving the Company time to identify a successor. The filing does not name a successor or describe the terms of any new arrangement.

International Flavors & Fragrances 8-K Report, Financial Results (May 6, 2024)

International Flavors & Fragrances Inc. (NYSE: IFF) reported first quarter 2024 results for the period ended March 31, 2024, with reported net sales of $2.90 billion, a decrease of 4% versus the prior-year period. On a comparable basis, currency neutral sales increased 5%, led by growth in Scent, Health & Biosciences and Nourish, and volume grew mid-single digits. Reported income before taxes was $115 million and reported diluted EPS was $0.23. Adjusted operating EBITDA was $578 million, which the company states improved 20% on a comparable basis, and adjusted EPS excluding amortization was $1.13 per diluted share. Cash flows from operations were $99 million and free cash flow was $(19) million. CEO Erik Fyrwald said the company started the year well and now expects full-year 2024 results to trend towards the higher end of previously announced guidance ranges for sales of $10.8 billion to $11.1 billion and adjusted operating EBITDA of $1.9 billion to $2.1 billion. The company also expects volume toward the higher end of its 0% to 3% range and pricing to increase approximately 1%, versus a previous decline of approximately 2.5%. Foreign exchange is now expected to have a 3% to 4% adverse impact on sales growth, versus 0 to 1% previously. Management highlighted portfolio optimization steps, including an agreement to sell the Pharma Solutions business and completion of the Cosmetic Ingredients divestiture, along with a rightsizing of the dividend earlier in the year. Management described these as steps toward strengthening the capital structure and improving the debt leverage ratio. At quarter end, net debt to credit adjusted EBITDA was 4.4x and total debt was $10.32 billion.

International Flavors & Fragrances 8-K Report, Executive Changes (Mar 21, 2024)

International Flavors & Fragrances Inc. filed a Form 8-K dated March 21, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that Simon Herriott, who has served as the Company's President, Health & Biosciences since February 2021 and as President, Scent since June 2023, is stepping down from his position as President, Scent, effective April 1, 2024. Mr. Herriott will remain in his position as President, Health & Biosciences. The filing is a narrow leadership change disclosure and does not include any financial results, guidance, or other operating metrics. The report was signed by Jennifer Johnson, Executive Vice President, General Counsel and Corporate Secretary. For investors, the main takeaway is a change in the leadership of the Scent business effective April 1, 2024, with the executive keeping his other role at the Company.

International Flavors & Fragrances 8-K Report, Regulation FD Disclosure (Mar 19, 2024)

International Flavors & Fragrances Inc. (IFF) announced on March 19, 2024 that it has entered into a definitive agreement to sell its Pharma Solutions business unit to French plant-based ingredients company Roquette for an enterprise value of up to $2.85 billion, which the company says represents an enterprise value to EBITDA multiple of approximately 13x. The Pharma Solutions business develops and manufactures pharmaceutical excipients and includes the Global Specialty Solutions business, which supports industrial and methyl cellulosic food applications. The perimeter is primarily made up of businesses within IFF's existing Pharma Solutions division, with some adjustments to align customers, businesses and the manufacturing footprint. According to the press release, Pharma Solutions operates 10 research and development and/or production sites globally, has approximately 1100 employees, and generated approximately $1 billion of revenue in 2023. The companies expect the transaction to close in the first half of 2025, subject to information and/or consultation requirements, customary closing conditions and regulatory approvals. J.P. Morgan Securities LLC acted as exclusive financial advisor to IFF, and Skadden, Arps, Slate, Meagher & Flom LLP acted as counsel. IFF's CEO Erik Fyrwald described the sale as an important step in the company's portfolio optimization strategy. He said that, together with other recent actions such as its dividend rightsizing, the sale supports the company's commitment to reducing debt leverage to 3.0x or below and allows it to focus on core drivers of long-term profitable growth.

International Flavors & Fragrances 8-K Report, Financial Results (Feb 20, 2024)

International Flavors & Fragrances Inc. (NYSE: IFF) reported fourth quarter 2023 net sales of $2.70 billion, a decrease of 5% from the prior year period, and a reported loss before taxes of $2.64 billion, driven largely by a non-cash goodwill impairment charge of $2.6 billion in the Nourish reporting unit. Fourth quarter adjusted operating EBITDA was $461 million, and on a comparable currency neutral basis it increased 17%. Reported EPS for the quarter was $(10.21), while adjusted EPS excluding amortization was $0.72 per diluted share. For the full year 2023, net sales were $11.48 billion, down 8% from the prior year, and the reported loss before taxes was $2.52 billion. Full year adjusted operating EBITDA was $1.98 billion, and comparable currency neutral adjusted operating EBITDA decreased 10%, reflecting lower volumes and unfavorable manufacturing absorption tied to the inventory reduction program. Cash flow from operations was $1.44 billion and free cash flow was $936 million. Net debt to credit-adjusted EBITDA was 4.5x at year end. The company guided 2024 sales of $10.8 billion to $11.1 billion and adjusted operating EBITDA of $1.9 billion to $2.1 billion, and it cut its quarterly dividend approximately 50% to $0.40 per share to accelerate deleveraging. Management described the operating environment as uncertain but said it is cautiously optimistic about improved results in 2024.

International Flavors & Fragrances 8-K Report, Executive Changes (Feb 7, 2024)

International Flavors & Fragrances Inc. filed this Current Report on Form 8-K under Item 5.02 to disclose a board change. On February 5, 2024, Barry Bruno notified the Company that he will not stand for reelection at the Company's 2024 Annual Meeting of Stockholders and intends to step down from the Board of Directors when his term expires at that meeting. Mr. Bruno has served as a director since 2022. The filing states that his decision did not result from any disagreement with the Company, its management, or the Board on any matter, including operations, policies, or practices. For investors, the filing is a routine governance disclosure. It reports a planned director departure with no stated dispute, and it does not describe any financial results, guidance, or changes in compensation arrangements.

International Flavors & Fragrances 8-K Report, Financial Results (Jan 18, 2024)

International Flavors & Fragrances, Inc. filed this Form 8-K on January 18, 2024, under Item 2.02 (Results of Operations and Financial Condition) to reaffirm previously issued financial guidance for the full year ended December 31, 2023. The company referenced a press release issued January 11, 2024, in which it stated that it expects full year 2023 sales to be in line with its previously stated guidance range of $11.3 billion to $11.6 billion. The company also continues to expect full year 2023 adjusted operating EBITDA to be at the mid to high end of its previously stated guidance range of $1.85 billion to $2.0 billion. For investors, the filing is a reaffirmation rather than new results: it signals that management's prior outlook for 2023 sales and adjusted operating EBITDA remained unchanged as of early January 2024. The information is furnished rather than filed under the Securities Exchange Act of 1934, and the filing includes standard forward-looking statements that refer readers to risk factors in the company's Form 10-K for the year ended December 31, 2022.

International Flavors & Fragrances 8-K Report, Executive Changes (Jan 11, 2024)

International Flavors & Fragrances Inc. (IFF) disclosed a CEO transition. Franklin K. Clyburn, Jr., currently Chief Executive Officer and a director, will cease to serve as CEO and as a director effective February 6, 2024. He will remain employed in a transitional role until March 31, 2024, and then provide advisory services in a consulting role until December 31, 2024. His departure is a qualifying event under the Executive Severance Policy, entitling him to a cash separation payment equal to two times the sum of his annual base salary and target fiscal year 2024 bonus (prorated for active days), 24 months of benefits continuation, and pro-rata vesting of his outstanding equity awards, with performance share units still subject to actual performance. His March 1, 2022 sign-on equity awards will continue to vest in full, and he will receive a $1,000,000 consulting fee for April 1 through December 31, 2024. J. Erik Fyrwald has been appointed CEO and a director effective February 6, 2024, and will also join the Board's Innovation Committee and Transaction Committee. Fyrwald, 64, previously served as CEO and executive director of the Syngenta Group from June 2016 to December 2023. His compensation includes an annual base salary of $1,000,000, a target annual bonus of 200% of base salary, and a target 2024 long-term incentive award of $10,00,000 (as written in the filing), split 60% performance share units and 40% restricted stock units. He will also receive one-time inducement awards of a target 68,750 performance share units and 56,250 restricted stock units, expected to be granted March 1, 2024. He will receive no additional compensation for Board service. The filing states that both executive agreements are attached as Exhibits 10.1 and 10.2, and it incorporates their terms by reference. The leadership change is the central事项 for investors, as it shifts strategic direction and compensation commitments to a new chief executive.

International Flavors & Fragrances 8-K Report, Bylaw Amendment (Nov 7, 2023)

International Flavors & Fragrances Inc. filed this Form 8-K on November 7, 2023 to report a bylaw change under Item 5.03. On November 1, 2023, the Board of Directors adopted amended and restated bylaws, effective immediately. The most significant change allows a special meeting of shareholders to be called upon the written request of holders of at least 25 percent of the Company's outstanding voting stock entitled to vote on the matters at that meeting, subject to the other requirements in the Bylaws. The amended bylaws also include various other non-substantive updates and ministerial and conforming changes. These include removing provisions related to the Company's merger with Nutrition & Biosciences, Inc. that the filing says are no longer applicable. The filing contains no financial results, and the only exhibits are the amended and restated bylaws (Exhibit 3.1) and the cover page interactive data file (Exhibit 104). For investors, the key governance point is the shareholder right to call a special meeting at a 25 percent ownership threshold.

International Flavors & Fragrances 8-K Report, Financial Results (Nov 6, 2023)

International Flavors & Fragrances Inc. (IFF) reported third quarter 2023 results in a press release furnished as Exhibit 99.1. Reported net sales were $2.82 billion, down 8% from the prior-year period. On a comparable basis, currency neutral sales decreased 3%, as growth in Scent and Health & Biosciences was more than offset by softness in Nourish and Pharma Solutions. Income before taxes was $59 million, reported EPS was $0.10, and adjusted operating EBITDA was $506 million, with an adjusted operating EBITDA margin of 17.9%. On a comparable, currency neutral basis, adjusted operating EBITDA declined 10%, which management attributed to lower volumes and unfavorable manufacturing absorption tied to the company's inventory improvement program, partly offset by pricing and productivity gains. Cash generation was a highlight. Cash flows from operations were $795 million for the nine months and free cash flow was $405 million, driven mainly by a reduction of more than $600 million in inventory versus year-end 2022. Net debt to credit adjusted EBITDA was 4.6x at quarter end. Management reconfirmed full year 2023 sales guidance of $11.3 billion to $11.6 billion and now expects adjusted operating EBITDA at the mid to high end of its $1.85 billion to $2.0 billion range. Management also cited the announced sale of Lucas Meyers Cosmetics and said it is rapidly pursuing further divestitures to reduce outstanding debt. The filing notes that foreign exchange is expected to have an approximately 2% adverse impact on 2023 sales growth and an approximately 6% adverse impact on adjusted operating EBITDA growth. Results for the nine months ended September 30, 2023 included reported sales of $8.8 billion, reported EPS of $0.16 and adjusted EPS excluding amortization of $2.61.

International Flavors & Fragrances 8-K Report, Material Agreement (Sep 19, 2023)

International Flavors & Fragrances Inc. entered into Amendment No. 5 to its term loan credit agreement and Amendment No. 4 to its revolving credit agreement on September 19, 2023. Both amendments extend the period of relief from the Leverage Ratio financial covenant through December 31, 2025, or an earlier date the Company elects. During the relief period, the maximum Leverage Ratio steps down from 5.25 to 1.00 for quarters ending on or before March 31, 2024, to 3.75 to 1.00 for the quarter ending December 31, 2025. The amendments also restrict cash dividends on common stock to $0.81 per share per quarter ($3.24 per year) and limit secured debt liens to the greater of $300,000,000 and 3.65% of Consolidated Net Tangible Assets. The applicable margin on the loans increases by 0.125% during the relief period, and the term loan requires a mandatory prepayment of 100% of net cash proceeds from non-ordinary course asset sales. In a related Regulation FD disclosure, the Company said it amended its term loan to provide additional financial flexibility, reiterated its full-year 2023 guidance of sales between $11.3 billion and $11.6 billion and adjusted operating EBITDA between $1.85 billion and $2.0 billion, and reaffirmed its target of net debt to credit adjusted EBITDA below 3x by the end of 2024. The Company continues to pursue the sale of its Cosmetic Ingredients business, Lucas Meyer Cosmetics, and is executing additional divestitures to strengthen its capital structure. For investors, the filing shows management seeking covenant headroom and imposing dividend and lien constraints while it pursues deleveraging through divestitures. The full text of the amendments is to be filed as exhibits to the Form 10-Q for the quarter ended September 30, 2023.

International Flavors & Fragrances 8-K Report, Financial Results (Aug 7, 2023)

International Flavors & Fragrances Inc. (IFF) reported second quarter 2023 results in a press release furnished as Exhibit 99.1. Reported net sales were $2.93 billion, flat versus the prior-year period, while currency neutral comparable sales decreased 4%. Reported income before taxes was $50 million, reported EPS was $0.11, and adjusted operating EBITDA was $510 million, a 17.4% margin. Adjusted EPS excluding amortization was $0.86. Results were pressured by customer destocking and a more than 20% volume decline in the Functional Ingredients business, along with a $44 million one-time inventory write-down related to Locust Bean Kernel (LBK) cost fluctuations. Scent and Pharma Solutions grew, while Nourish and Health & Biosciences declined. IFF significantly lowered its full-year 2023 guidance. Sales are now expected to be $11.3 billion to $11.6 billion, versus approximately $12.3 billion previously, and adjusted operating EBITDA is now expected to be $1.85 billion to $2.0 billion, versus approximately $2.34 billion previously. Comparable volume is now expected to be down mid- to high-single digits, versus previously flat. Cash flow improved, with operating cash flow of $375 million for the first six months and free cash flow of $85 million for the second quarter, driven by a reduction of more than $150 million in inventory versus the first quarter. Net debt to credit adjusted EBITDA was 4.5x at quarter end. Management is pursuing portfolio optimization. The company launched a sale process for Lucas Meyer Cosmetics, hired J.P. Morgan to explore additional divestitures, and announced an operational improvement plan for Functional Ingredients, which is expected to be reported as a separate business unit beginning in the first quarter of 2024. The Board declared a regular quarterly dividend of $0.81 per share, payable October 5, 2023.

International Flavors & Fragrances 8-K Report, Financial Results (May 8, 2023)

International Flavors & Fragrances Inc. (IFF) reported first quarter 2023 results for the period ended March 31, 2023, with reported (GAAP) net sales of $3.03 billion, flat versus the prior-year period, and income before taxes of $14 million. Reported EPS was $(0.04), compared with $0.96 a year earlier. On an adjusted basis, operating EBITDA was $503 million with a 16.6% margin, and adjusted EPS excluding amortization was $0.87 per diluted share. Currency neutral comparable sales increased 1%, led by Scent and Pharma Solutions, while currency neutral adjusted operating EBITDA declined 19%, as pricing and productivity gains were more than offset by lower volumes and unfavorable manufacturing absorption tied to the company's inventory reduction program. Management said market conditions remain uncertain. The company lowered its full-year 2023 sales guidance to approximately $12.3 billion from $12.5 billion, citing energy and raw material pass-through price adjustments and unfavorable foreign exchange, while keeping adjusted operating EBITDA guidance at approximately $2.34 billion. Expected comparable currency neutral sales growth was trimmed to about 5% from about 6%, and comparable currency neutral adjusted operating EBITDA is expected to be roughly flat. Second quarter 2023 guidance calls for sales of $3.0 billion to $3.1 billion and adjusted operating EBITDA of $540 million to $590 million. Balance sheet metrics show total debt of $11,309 million and net debt of $10,715 million at March 31, 2023, with net debt to credit adjusted EBITDA of 4.6x. Short-term borrowings rose to $2,071 million from $597 million at year-end 2022, and long-term debt declined to $9,220 million from $10,373 million. Operating cash flow was $127 million and free cash flow was $(48) million. The company expects the Savory Solutions divestiture to close in June 2023 and the Flavor Specialty Ingredients divestiture in September 2023.

International Flavors & Fragrances 8-K Report, Shareholder Vote Results (May 8, 2023)

International Flavors & Fragrances Inc. held its Annual Meeting of Shareholders on May 3, 2023, as described in its Proxy Statement filed March 23, 2023. Shareholders voted on four matters: the election of eleven directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, an advisory vote on named executive officer compensation for 2022, and an advisory vote on the frequency of future say-on-pay votes. All eleven director nominees received more votes For than Against, and each was elected to serve for a term expiring at the 2024 Annual Meeting. Christina Gold drew the most Against votes among the nominees with 16,061,913, alongside 2,757,293 abstentions, and Roger W. Ferguson, Jr. received 16,527,832 Against votes. The ratification of PricewaterhouseCoopers LLP received 220,846,300 For votes against 11,678,074 Against votes. The advisory say-on-pay proposal received 196,559,195 For votes, 23,864,597 Against votes, and 237,229 abstentions, with 11,998,394 broker non-votes. On the frequency vote, 218,284,010 votes favored an annual advisory vote on executive compensation, versus 2,173,749 for every three years and 63,556 for every two years. Consistent with this result and the Board's recommendation, the Board determined that advisory votes on executive compensation will be submitted to shareholders annually until the next required frequency vote.

International Flavors & Fragrances 8-K Report, Executive Changes (Apr 12, 2023)

International Flavors & Fragrances Inc. (IFF) disclosed in this Current Report on Form 8-K, filed April 12, 2023, that Dale F. Morrison, a director and the Chair of the Board of Directors, passed away on April 8, 2023. The filing states that Mr. Morrison had previously planned to retire from his positions as a director and Chair, effective at the 2023 annual meeting of shareholders, and that the Board had already appointed Roger W. Ferguson, Jr. to serve as Chair following that meeting, subject to his re-election to the Board. Following Mr. Morrison's passing, the Company has appointed Mr. Ferguson, who is currently a director, Chair of the Human Capital & Compensation Committee, and a member of the Governance & Corporate Responsibility Committee, to serve as Chair of the Board effective April 12, 2023. He is to continue in that capacity after the 2023 annual meeting, subject to his re-election to the Board at that meeting. The filing is limited to this leadership transition under Item 5.02 and does not report financial results or other operating developments. For investors, the key takeaway is continuity in Board leadership, since the planned succession to Mr. Ferguson has been accelerated to take effect immediately.

International Flavors & Fragrances 8-K Report, Material Agreement (Mar 27, 2023)

International Flavors & Fragrances Inc. (the Company) entered into amendments on March 23, 2023 to its term loan and revolving credit agreements. Term Loan Amendment No. 3 and Revolver Amendment No. 2 extend the covenant relief period through December 31, 2024, or an earlier date the Company elects. During that period the Company's Leverage Ratio must stay within stepped limits, from 5.25 to 1.00 for quarters ending on or before June 30, 2023, down to 4.00 to 1.00 for the quarter ending December 31, 2024. The amendments also prohibit share repurchases and cap secured debt at the greater of $400,000,000 and 5.00% of Consolidated Net Tangible Assets, subject to certain exceptions. Term Loan Amendment No. 4 and Revolver Amendment No. 3 replace LIBOR with Term SOFR as the reference rate for U.S. dollar loans, with an adjustment of 0.10% per annum. Term loans bear interest at a base rate or Term SOFR plus that adjustment and an applicable margin tied to the Company's Public Debt Rating. Revolving loans in euros bear interest at the Euro interbank offered rate. Loans may be prepaid without premium or penalty, subject to customary breakage costs. In a Regulation FD disclosure on March 27, 2023, the Company reconfirmed first quarter 2023 guidance of sales of approximately $2.95 to $3.0 billion and adjusted operating EBITDA of approximately $470 to $490 million. It also reaffirmed its commitment to portfolio optimization to support a net debt to credit adjusted EBITDA target of below 3x by the end of 2024. The Company noted that final quarter results may differ materially from these preliminary estimates.

International Flavors & Fragrances 8-K/A Report, Financial Results (Feb 27, 2023)

International Flavors & Fragrances Inc. filed this Form 8-K/A (Amendment No. 1) on February 27, 2023 to update the financial information it furnished on February 8, 2023 for its fourth-quarter and fiscal 2022 results. The changes reflect adjustments made while finalizing the financial statements for the Form 10-K, largely related to divestiture activities. The most significant change is an additional $28 million of income tax expense in both the fourth quarter and full year 2022. The company also reclassified $52 million of cash and cash equivalents held in assets held for sale, which increased net cash provided by operating activities and year-end cash, cash equivalents and restricted cash by $52 million to $552 million. The updated figures show a difficult 2022. Net sales were $12,440 million for the year, up 7% from $11,656 million in 2021, but fourth-quarter net sales fell 6% to $2,844 million. The company recorded a $2,250 million goodwill impairment and a $120 million impairment of long-lived assets, producing an operating loss of $1,326 million for the year. Net loss attributable to IFF shareholders was $1,871 million, or $(7.32) per diluted share, compared with net income of $270 million, or $1.10 per diluted share, in 2021. Adjusted (non-GAAP) diluted EPS was $3.24 for 2022 versus $3.28 for 2021, and adjusted EPS excluding amortization was $5.42 versus $5.63. Balance sheet and cash flow data show a lower asset base and active portfolio management. Goodwill and other intangibles, net, declined to $22,437 million from $26,920 million, and shareholders' equity fell to $17,714 million from $21,117 million. Net cash provided by operating activities was $397 million in 2022 compared with $1,437 million in 2021. Net proceeds from business divestitures were $1,169 million, and cash dividends paid to shareholders were $810 million.

International Flavors & Fragrances 8-K Report, Executive Changes (Feb 27, 2023)

International Flavors & Fragrances Inc. disclosed in this Form 8-K, filed February 27, 2023, a series of board changes. Director Stephen Williamson notified the company on February 21, 2023 that he will resign from the Board effective March 10, 2023, stating his decision did not result from any disagreement with the company, its management or the Board. Directors Matthias Heinzel and Edward D. Breen informed the company they will not stand for reelection at the 2023 Annual Meeting of Shareholders and will retire from the Board when their terms expire at that meeting. Both have served as directors since 2021, and the company says their decisions did not stem from any disagreement. To fill the vacancy, the Board appointed Kevin O'Byrne as a director effective March 10, 2023. He will serve on the Audit Committee, Innovation Committee and Transaction Committee. Mr. O'Byrne, age 58, is Chief Financial Officer and Director of J Sainsbury Plc. and previously served as Chief Executive Officer of Poundland Group Plc and held executive roles at Kingfisher Plc. The filing states there was no arrangement or understanding pursuant to which he was appointed, and no related-party transaction above $120,000 in which he has a material interest. Mr. O'Byrne will participate in the non-employee director compensation arrangements described in the company's 2021 Proxy Statement, filed March 25, 2022. The filing contains no financial results or operating metrics.

International Flavors & Fragrances 8-K Report, Financial Results (Feb 8, 2023)

International Flavors & Fragrances Inc. (NYSE: IFF) reported fourth quarter and full year 2022 results in this Form 8-K, furnished under Item 2.02 as Exhibit 99.1. For the fourth quarter, reported net sales were $2.84 billion, a decrease of 6% from the prior year period, and the company reported a loss before taxes of $5 million and reported EPS of $0.01. Adjusted operating EBITDA was $441 million, with adjusted EPS excluding amortization of $0.97 per diluted share. On a comparable, currency neutral basis, fourth quarter sales increased 4%, while currency neutral adjusted operating EBITDA decreased 5%. For full year 2022, reported net sales were $12.44 billion, an increase of 7% from 2021. The company reported a loss before taxes of $1.63 billion and a reported loss per share of $(7.21), which reflects a $2.25 billion goodwill impairment. Adjusted operating EBITDA was $2.46 billion, and adjusted EPS excluding amortization was $5.55 per diluted share. Cash flow from operations was $345 million, free cash flow was $(159) million, and net debt to credit adjusted EBITDA was 4.1x at year end. For 2023, the company guided to full year sales of approximately $12.5 billion and adjusted operating EBITDA of approximately $2.34 billion. This guidance excludes the anticipated Savory Solutions divestiture, expected to close in the second quarter of 2023, which the company expects to contribute approximately $350 million in sales and $50 million in adjusted operating EBITDA. Management expects comparable currency neutral sales growth of approximately 6% and comparable currency neutral adjusted operating EBITDA growth of approximately flat.

International Flavors & Fragrances 8-K Report, Executive Changes (Feb 2, 2023)

International Flavors & Fragrances Inc. (the Company) disclosed in this Form 8-K, filed February 2, 2023, that Dale F. Morrison, a director and Chair of the Board of Directors, has tendered his resignation as a director and as Chair, effective at the 2023 annual meeting of shareholders. Mr. Morrison stated that his decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to operations, policies, practices or otherwise. In connection with the resignation, the Company announced that Roger W. Ferguson has been appointed Chair of the Board, subject to his re-election to the Board at the 2023 Annual Meeting. Mr. Ferguson will serve as Chair effective as of the 2023 Annual Meeting until the Board appoints a new Chair. For investors, the filing is a governance change at the board leadership level rather than a financial disclosure. It contains no financial results or figures, and the filing does not state the reasons for the transition beyond the absence of any disagreement.

International Flavors & Fragrances 8-K Report, Material Agreement (Feb 2, 2023)

International Flavors & Fragrances Inc. (IFF) entered into a Cooperation Agreement dated February 1, 2023 with Carl C. Icahn and the Icahn Group. Under the agreement, IFF appointed Gary Hu, a Portfolio Manager at Icahn Capital, to its Board of Directors effective February 1, 2023 to fill a vacancy, and agreed to include Mr. Hu and Barry Bruno, an existing independent director, on the slate of nominees for election at the 2023 annual meeting of stockholders. The Board determined Mr. Hu qualifies as independent under NYSE listing rules, and he was appointed to the Audit and Transaction Committees. The agreement gives the Icahn Group replacement rights for each Subject Director, subject to exceptions, and requires that Board decisions on appointment of the CEO and CFO, mergers, acquisitions and dispositions of material assets, and similar extraordinary transactions take place at the full Board or in committees including Mr. Hu, for as long as he remains a director. While the Icahn Group holds a Net Long Position in at least 1,875,000 shares of common stock, IFF will not adopt a rights plan with an acquiring-person threshold below 15.0% unless specified conditions are met. The agreement also contains customary voting, standstill and non-disparagement provisions, and terminates on the later of 35 calendar days before the advance notice deadline for the 2024 annual meeting and the first day Mr. Hu is no longer a director. Separately, the Board accepted the resignation of director Kare Schultz effective February 1, 2023; the filing states his decision did not result from any disagreement with the Company. A February 2, 2023 press release announcing the agreement is furnished as Exhibit 99.1.

International Flavors & Fragrances 8-K Report, Executive Changes (Jan 27, 2023)

International Flavors & Fragrances Inc. filed this Current Report on Form 8-K dated January 27, 2023, to disclose a board change. On January 25, 2023, director Ilene Gordon notified the Company of her decision to resign from the Board of Directors, effective February 1, 2023. The filing states that Ms. Gordon's decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company's operations, policies, practices or otherwise. The filing contains no financial results, operating metrics, guidance, or other financial figures. Its sole reported event is the director departure under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). For investors, the principal takeaway is a routine board departure with no stated disagreement behind it. The filing does not name a successor or describe any further board action.