IFF SEC Filings

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

International Flavors & Fragrances Quarterly Report for Q3 Ended Sep 30, 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 Quarterly Report for Q2 Ended Jun 30, 2026

International Flavors & Fragrances Inc. reported second-quarter 2026 net sales of $1.954 billion, up from $1.919 billion in the prior-year period, with the filing stating comparable currency neutral sales rose 6%. Operating profit increased to $158 million from $142 million, while net income attributable to IFF shareholders fell to $50 million from $599 million, the prior-year quarter having benefited from a $488 million gain on debt extinguishment. Income from continuing operations before taxes was $64 million versus $438 million, and the effective tax rate rose to 48.4%, driven mainly by increased non-deductible regulatory costs. Six-month net sales declined to $3.860 billion from $3.969 billion on divestitures, and six-month net income attributable to IFF shareholders was $219 million compared with a loss of $419 million a year earlier. The company has classified its Food Ingredients business, together with the Soy Crush, Concentrates and Lecithin business, as discontinued operations. The Food Ingredients sale to funds advised by CVC Capital Partners is priced at estimated proceeds of $3.832 billion, with IFF retaining a 10% minority stake and closing expected by the end of the second quarter of 2027. The SCL divestiture closed on March 2, 2026. Subsequent to quarter-end, IFF agreed on July 20, 2026 to sell its Botanical Extracts, Vitamins & Minerals, and Food Enhancement Products portfolio, which it expects to produce a pre-tax loss of approximately $200 million to $300 million. On August 4, 2026, the Board authorized an enhanced share repurchase program totaling $2.5 billion, including a $500 million accelerated repurchase expected in the second half of 2026. The company also entered into a $1.0 billion delayed draw term loan to refinance its €800 million notes due September 2026. At June 30, 2026, net debt to credit adjusted EBITDA was 2.51 to 1.0, and cash and cash equivalents totaled $569 million.

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 Quarterly Report for Q1 Ended Mar 31, 2026

International Flavors & Fragrances Inc. (IFF) reported first-quarter 2026 net sales of $2.741 billion, down from $2.843 billion in the first quarter of 2025, a decrease the filing attributes to exchange rates being favorable by 4% offset by divestitures; on a comparable currency neutral basis, sales increased 3%. Operating profit was $273 million compared with an operating loss of $903 million a year earlier, which included a $1.153 billion goodwill impairment on the Food Ingredients reporting unit. Net income attributable to IFF shareholders was $169 million, or $0.66 per diluted share, versus a net loss of $1.018 billion, or $(3.98) per share, in the prior-year period. Total Adjusted Operating EBITDA was $568 million, and the company reported a 20.7% Adjusted Operating EBITDA margin versus 20.3% a year earlier. Cash flow from operations was $257 million, up from $127 million, and the company completed the divestiture of its Soy Crush, Concentrates & Lecithin business on March 2, 2026 for about $105 million in cash proceeds. Cash and cash equivalents were $562 million at March 31, 2026, and total debt was $5.817 billion. The company repurchased about 481,000 shares for approximately $35 million under its $500 million authorization, and it paid $0.40 per share in quarterly dividends. The filing reports a net debt to credit adjusted EBITDA ratio of 2.53 to 1.0 and states the company was in compliance with its financial covenants. The filing also describes ongoing legal and regulatory matters, including fragrance-related class actions and antitrust investigations, for which the company says it cannot predict the outcome. It reports that the DOJ closed its U.S. fragrance antitrust investigation in February 2026, and that new investigations were opened in Singapore and India. The company also recognized no asset for potential IEEPA tariff refunds as of March 31, 2026.

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 Annual Report, Year Ended Dec 31, 2025

International Flavors & Fragrances Inc. (IFF) reported net sales of $10.890 billion for 2025, down 5% from $11.484 billion in 2024, while comparable currency neutral sales rose 2%. The company posted a net loss attributable to IFF shareholders of $361 million, or $(1.41) per share, compared with net income of $263 million in 2024. The loss was driven primarily by a $1.153 billion goodwill impairment on the Food Ingredients reporting unit, which followed the January 1, 2025 segment reorganization. Gross margin improved to 36.2% from 35.9%, and Segment Adjusted Operating EBITDA totaled $2.086 billion, with consolidated margin at 19.2%. The company completed the divestitures of the Pharma Solutions disposal group (gross cash proceeds of approximately $2.581 billion) and the Nitrocellulose business in May 2025, and it is pursuing strategic alternatives for Food Ingredients, including a pending sale of its Soy Crush, Concentrates & Lecithin business expected to close in the second quarter of 2026. Cash flow from operations fell to $850 million from $1.070 billion, while investing cash flow of $2.269 billion reflected divestiture proceeds. Total debt declined to $5.994 billion at December 31, 2025, following tender offers that retired $2.0 billion of senior notes and produced a $488 million gain on extinguishment. The filing also discloses ongoing antitrust investigations and class action lawsuits related to its fragrance businesses, with a $43 million provision recorded in 2025 for U.S. class action lawsuits. The company revised prior-period tax-related errors and disclosed that its disclosure controls and internal control over financial reporting were effective as of December 31, 2025.

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 Quarterly Report for Q3 Ended Sep 30, 2025

International Flavors & Fragrances Inc. (IFF) reported third-quarter 2025 net sales of $2.694 billion, down from $2.925 billion a year earlier, with net income attributable to IFF shareholders of $40 million versus $58 million. On a comparable currency neutral basis, third-quarter sales were flat, driven by favorable net pricing and volume increases in Scent and Taste. For the first nine months of 2025, the company reported a net loss attributable to IFF shareholders of $392 million, compared with net income of $323 million in the prior-year period, largely because of a $1.153 billion goodwill impairment on the Food Ingredients reporting unit, a $108 million loss on the held-for-sale Soy Crush, Concentrates & Lecithin business, and a $111 million net loss on business disposals, partly offset by a $488 million gain on debt extinguishment. The company completed the divestitures of its Pharma Solutions disposal group (cash proceeds of approximately $2.564 billion) and its Nitrocellulose business during 2025, and used proceeds to repay debt. Total debt fell to $6.049 billion at September 30, 2025 from $8.977 billion at December 31, 2024, and cash and cash equivalents rose to $621 million. Net cash provided by operating activities was $532 million for the nine months, versus $681 million a year earlier. The filing also revises previously issued financial statements to correct income tax-related errors, and it discloses a $500 million share repurchase program authorized August 5, 2025 and a settlement agreement in the U.S. fragrance class actions. The company reports a net debt to credit adjusted EBITDA ratio of 2.53 to 1.0 as of September 30, 2025, below the covenant levels, and states it was in compliance with all financial and other covenants. Investigations by European, UK, U.S. and other competition authorities into fragrance businesses remain ongoing, and the company states it cannot predict their outcome.

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, 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, 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 Quarterly Report for Q2 Ended Jun 30, 2025

International Flavors & Fragrances Inc. (IFF) reported net sales of $2.764 billion for the second quarter of 2025, down from $2.889 billion a year earlier, with net income attributable to IFF shareholders of $612 million versus $170 million. The quarterly result was helped by a $488 million gain on extinguishment of debt and a one-time tax benefit of $359 million tied to the entity realignment project. For the six months, the company posted a net loss attributable to IFF shareholders of $406 million, driven primarily by a $1.153 billion goodwill impairment related to the Food Ingredients reporting unit. Net sales for the six months were $5.607 billion, compared with $5.788 billion in the prior year period. The filing reflects significant portfolio changes. The Pharma Solutions disposal group was sold on May 1, 2025, for gross cash proceeds of approximately $2.564 billion, and the Nitrocellulose business was sold on May 9, 2025. Proceeds were largely used in May 2025 to fund tender offers for senior notes with an aggregate purchase price of $2.0 billion, and the company also repaid the remaining balance of its 2026 Term Loan Facility. Total debt fell to $6.184 billion at June 30, 2025 from $8.977 billion at December 31, 2024. Cash and cash equivalents rose to $816 million. After the quarter end, on August 5, 2025, the company announced a new $500 million share repurchase authorization and an agreement to divest its soy crush, concentrates and lecithin business, with closing expected in the fourth quarter of 2025. The filing also discloses a provision of $42 million related to U.S. class action lawsuits in the fragrance business and ongoing antitrust investigations by several regulators.

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 Quarterly Report for Q1 Ended Mar 31, 2025

International Flavors & Fragrances Inc. (IFF) reported a first-quarter 2025 net loss attributable to IFF shareholders of $1.018 billion, or $(3.98) per share, compared with net income of $60 million, or $0.23 per share, in the prior-year period. The loss was driven by a $1.153 billion goodwill impairment related to the Food Ingredients reporting unit. Net sales declined 2% on a reported basis to $2.843 billion from $2.899 billion, though currency-neutral sales rose 2% and comparable currency-neutral sales rose 3%. Segment Adjusted Operating EBITDA was flat at $578 million in total, with Taste and Pharma Solutions up and Scent down. The balance sheet shows total assets of $28.265 billion and total debt of $9.290 billion as of March 31, 2025. Cash flow from operations was $127 million, versus $99 million a year earlier. Capital expenditures rose to $179 million from $118 million, and the company expects 2025 capital spending of approximately 6.5% of sales, up from 4.0% in 2024. Shareholders' equity fell to $13.177 billion from $13.876 billion, largely due to the net loss. Subsequent to quarter-end, the Pharma Solutions disposal group sale closed on May 1, 2025, with gross cash proceeds of approximately $2.6 billion, of which a portion repaid the remaining $397 million under the 2026 Term Loan Facility. The Tobacco Flavoring business sale in North America closed April 1, 2025, for $20 million in gross proceeds, and the Nitrocellulose sale is expected to close in the second quarter of 2025. The company also announced tender offers of up to $1.8 billion for certain Senior Notes on May 2, 2025.

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 Annual Report, Year Ended Dec 31, 2024

International Flavors & Fragrances Inc. (IFF) reported net sales of $11.484 billion for 2024, essentially flat versus $11.479 billion in 2023. Currency neutral sales rose 3%, and comparable currency neutral sales rose 6%, driven by volume increases. Reported gross profit increased 12% to $4.124 billion (35.9% of sales), and operating profit was $766 million, compared with an operating loss of $2.110 billion in 2023, which included a $2.623 billion goodwill impairment. Net income attributable to IFF shareholders was $243 million, or $0.95 per share, versus a loss of $2.567 billion in 2023. Adjusted operating EBITDA rose to $2.205 billion from $1.980 billion. The company is in the middle of a portfolio optimization strategy. It completed the divestitures of its Cosmetic Ingredients business (April 2, 2024) and its Flavors and Essences UK business (September 1, 2024). Agreements to sell the Pharma Solutions disposal group and the nitrocellulose business are expected to close in the second quarter of 2025. IFF also expects a material goodwill and long-lived asset impairment charge of $1.0 billion to $1.5 billion in the first quarter of 2025, tied to the reorganization of Nourish into Taste and Food Ingredients segments effective January 1, 2025. Balance sheet and cash flow pressures remain significant. Total debt was $8.977 billion at December 31, 2024, and cash flow from operating activities fell to $1.070 billion from $1.439 billion. The company remains in compliance with its credit agreements, which operate under a financial covenant relief period through December 31, 2025, and dividends per share were reduced to $1.60 in 2024 from $3.24 in 2023. Antitrust investigations in the United States and Europe into its fragrance businesses, along with related class action lawsuits, remain unresolved.

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 Quarterly Report for Q3 Ended Sep 30, 2024

International Flavors & Fragrances Inc. (IFF) reported third-quarter 2024 net sales of $2.925 billion, up 4% on a reported basis and 7% on a currency neutral basis versus $2.820 billion in the prior-year quarter. Gross profit rose to $1.052 billion (36.0% of sales) from $924 million (32.8%), and operating profit increased to $249 million from $150 million. Net income attributable to IFF shareholders was $59 million, or $0.23 per diluted share, compared with $25 million, or $0.10, a year earlier. For the first nine months, net sales declined 1% to $8.713 billion, though currency neutral sales rose 3%, and net income attributable to IFF shareholders was $289 million, or $1.13 per diluted share, against $43 million a year earlier. The nine-month results were shaped by portfolio changes. The Company recorded a $365 million pre-tax gain on the April 2024 divestiture of its Cosmetic Ingredients business, and a $314 million loss on assets classified as held for sale, mainly tied to the planned sale of the Pharma Solutions disposal group, which also carried a $64 million goodwill impairment. The Pharma Solutions sale is expected to close in the second quarter of 2025, and an October 2024 agreement to sell the nitrocellulose business was disclosed as a subsequent event. Total debt was $9.099 billion at September 30, 2024, down from $10.071 billion at December 31, 2023, and the Company stated it was in compliance with its financial covenants, with a net debt to credit adjusted EBITDA ratio of 3.89 to 1.0. Cash flow from operations for the nine months was $702 million, compared with $795 million in the prior-year period, reflecting higher working capital needs. Cash dividends paid totaled $411 million, and the quarterly dividend was $0.40 per share. Segment Adjusted Operating EBITDA for the nine months was $1.734 billion versus $1.519 billion, led by Nourish and Scent.

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 Quarterly Report for Q2 Ended Jun 30, 2024

International Flavors & Fragrances Inc. (IFF) reported second-quarter 2024 net sales of $2.889 billion, down 1% on a reported basis from $2.929 billion, though up 2% on a currency neutral basis. Gross profit rose 14% to $1.068 billion (37.0% of sales) from $933 million, and operating profit increased 32% to $191 million. Net income attributable to IFF shareholders was $170 million, or $0.66 per diluted share, versus $27 million ($0.11) a year earlier. The results were heavily shaped by non-recurring items: a $368 million gain on business disposals, mainly from the Cosmetic Ingredients sale completed April 2, 2024, offset by a $282 million loss on assets classified as held for sale and a $64 million goodwill impairment, both tied to the pending Pharma Solutions sale. For the first six months of 2024, net sales were $5.788 billion, down 3% reported and flat currency neutral, and net income attributable to IFF shareholders was $230 million ($0.90 per diluted share). Cash flow from operations was $336 million versus $375 million a year earlier, reflecting higher working capital, and capital spending for 2024 is expected at about 5.0% of sales. Total debt was $9.379 billion at June 30, 2024, and the company was in compliance with its financial covenants, with a net debt to credit adjusted EBITDA ratio of 3.98 to 1.0. Under the amended credit agreements, the leverage covenant steps down to 4.50x for the quarter ending September 30, 2024, and the company is restricted from share repurchases and from cash dividends above $0.81 per share per quarter during the covenant relief period through December 31, 2025. The Pharma Solutions disposal group, expected to close in the second quarter of 2025, had a fair value of $2.686 billion net of estimated costs to sell, and a portion of its net proceeds must repay the 2026 Term Loan Facility. Also disclosed are ongoing antitrust investigations into fragrance businesses by the European Commission, UK CMA, U.S. DOJ and Swiss Competition Commission, and a €15.9 million settlement with the European Commission during the first half of 2024.

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 Quarterly Report for Q1 Ended Mar 31, 2024

International Flavors & Fragrances Inc. (IFF) reported first-quarter 2024 net sales of $2.899 billion, down from $3.027 billion in the prior-year period, a decrease the company attributes primarily to the divestitures of portions of the Savory Solutions and Flavor Specialty Ingredients businesses, partly offset by volume and price increases. Operating profit rose to $199 million from $131 million, and net income attributable to IFF shareholders was $60 million, or $0.23 per diluted share, compared with a net loss of $9 million, or $(0.04) per share, a year earlier. Gross margin improved to 35.3% from 31.8%, and interest expense fell to $83 million from $100 million due to lower debt outstanding. Segment Adjusted Operating EBITDA totaled $578 million versus $503 million, with Scent and Health & Biosciences showing the strongest gains, while Pharma Solutions declined. Cash flow from operations was $99 million compared with $127 million a year earlier, reflecting higher working capital, largely in receivables and inventories. Total debt was $10.298 billion at March 31, 2024, and cash and cash equivalents were $732 million. The company completed the divestiture of its Cosmetic Ingredients business on April 2, 2024, with gross cash proceeds of approximately $841 million, and agreed on March 19, 2024 to sell its Pharma Solutions business for up to $2.85 billion, with closing expected in the second quarter of 2025. Under the financial covenant relief period, the company is restricted to cash dividends of no more than $0.81 per share per quarter and cannot repurchase shares. The filing also discloses ongoing investigations by the European Commission, the UK Competition and Markets Authority, the U.S. Department of Justice, and the Swiss Competition Commission into the fragrance businesses, with first-quarter legal and regulatory costs of $35 million recorded in the segment reconciliation. The company states it is unable to predict the duration or outcome of these investigations or whether they will materially affect its results.

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 Annual Report, Year Ended Dec 31, 2023

International Flavors & Fragrances Inc. (IFF) reported 2023 net sales of $11.479 billion, down $961 million, or 8% on a reported basis (6% currency neutral), from $12.440 billion in 2022. The decline was driven by volume decreases across businesses and a net impact of about $572 million from changes in business portfolio mix, partly offset by price increases. The company recorded a goodwill impairment charge of $2.623 billion tied to its Nourish reporting unit, producing an operating loss of $2.110 billion and a net loss attributable to IFF shareholders of $2.567 billion, or $(10.05) per diluted share. Excluding the impairment, the company's underlying performance weakened, with segment adjusted operating EBITDA falling to $1.980 billion from $2.455 billion in 2022. Cash flow from operations improved to $1.439 billion from $397 million, mainly due to lower working capital, while the company paid $826 million in dividends. Total debt was $10.071 billion at year-end, and the company operated under amended credit agreements that relax the leverage covenant through December 31, 2025 and restrict share repurchases and dividends above $0.81 per share per quarter. The company also entered into an agreement to sell its Cosmetic Ingredients business, expected to close in the first quarter of 2024, and announced that J. Erik Fyrwald would succeed Frank K. Clyburn Jr. as CEO effective February 6, 2024. Investors should weigh the earnings decline and impairment charges against leverage and the covenant relief period, along with ongoing antitrust investigations into the fragrance businesses by the European Commission, UK CMA, U.S. DOJ and Swiss Competition Commission, plus related class actions.

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 Quarterly Report for Q3 Ended Sep 30, 2023

International Flavors & Fragrances Inc. (IFF) reported third-quarter 2023 net sales of $2.820 billion, down from $3.063 billion a year earlier, with volume decreases and the divestitures of portions of the Savory Solutions and FSI businesses (approximately $147 million impact) partly offset by price increases. Operating profit was $150 million versus an operating loss of $1.985 billion in the prior-year quarter, which included a $2.250 billion goodwill impairment. Net income attributable to IFF shareholders was $25 million, or $0.10 per diluted share, compared with a loss of $2.197 billion in the third quarter of 2022. Segment Adjusted Operating EBITDA fell to $506 million from $612 million, led by a $109 million decline in Nourish. For the first nine months of 2023, net sales were $8.776 billion and operating cash flow was $795 million, compared with $189 million a year earlier. Total debt was $10.301 billion and cash and cash equivalents were $629 million on the balance sheet at September 30, 2023. The company reported a net debt to credit adjusted EBITDA ratio of 4.57 to 1.0. In September 2023 IFF amended its term loan and revolving credit agreements to extend covenant relief through December 31, 2025, with a maximum leverage ratio stepping down from 5.25x to 3.75x and a dividend cap of $0.81 per share per quarter during the relief period. The company agreed in the fourth quarter of 2023 to sell its Cosmetic Ingredients business, expected to close in the first quarter of 2024. The filing also discloses ongoing antitrust investigations by the European Commission, UK Competition and Markets Authority, U.S. Department of Justice and Swiss Competition Commission relating to its fragrance businesses, along with related class action lawsuits and legal fees that increased selling and administrative expenses.

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.