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IFFInternational Flavors & Fragrances

Materials · Chemicals · NYSE
IFF quote by TradingView
Employees
21,500
Headquarters
New York, NY
CEO
J. Erik Fyrwald
Next results
around Feb 10, 2027
Compare with peers → Embed

10-K 0000051253-26-000006 (2026-02-27) vs 10-K 0000051253-25-000013 (2025-02-28)

SectionCompared textWords nowChanged
Risk FactorsItem 1A9,299 53.6%
MD&AItem 79,340 48.8%
Legal ProceedingsItem 3, via Note 21 – COMMITMENTS AND CONTINGENCIES2,087 59.2%
Accounting Policies10-K text, Note 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES5,145 32.4%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 452 words changed in this paragraph; it is 31% similar to last year's version.
Statements in this This Form 10-K, which 10-K includes statements that are not historical facts or information, and are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations expectations, including those concerning (i) expected with respect to our financial and operational outlook (sales, adjusted operating EBITDA and cash flow and availability of capital resources to fund our operations and meet our debt service requirements; (ii) our ability to execute on our strategic and financial transformation, including the progress and success of our flow), portfolio optimization strategy initiatives (including the ongoing sale process of for our Pharma Solutions disposal group), through non-core business divestitures Food Ingredients division), pricing, productivity and acquisitions, and expectations regarding the implementation of our refreshed growth-focused strategy and expectations around our business divestitures; (iii) our ability to continue to generate value for, and return cash to, our shareholders; (iv) expectations of the impact of inflationary pressures cost-discipline actions, capital allocation, future operations, growth potential, strategic investments and the pricing actions to offset exposure to such impacts; (v) expectations regarding the impact of government actions including tariffs; (vi) the impact of high input costs, including commodities, raw materials, transportation and energy; (vii) the expected impact of global supply chain challenges; (viii) our ability to enhance our innovation efforts, drive cost efficiencies and execute on specific consumer trends and demands; (ix) the growth potential of the markets in which we operate, including the emerging markets; (x) expectations regarding sales and profit for the fiscal year 2025, including the impact effects of foreign exchange, pricing actions, raw materials, energy, exchange. These statements reflect management’s present views, are based on a series of expectations, assumptions estimates and sourcing, logistics projections about the Company, are subject to change, and manufacturing costs; (xi) the impact of global economic uncertainty and recessionary pressures on demand for consumer products; (xii) the success of our integration efforts, following the N&B Transaction, and ability to deliver on our synergy commitments as well as future opportunities for the combined company; (xiii) our strategic investments in capacity and increasing inventory to drive improved profitability; (xiv) our ability to drive cost discipline measures and the ability to recover margin to pre-inflation levels; (xv) expected capital expenditures in 2025; and (xvi) the expected costs and benefits of our ongoing optimization of our manufacturing operations, including the expected number of closings. These forward-looking statements should be evaluated with consideration given to the many risks and involve uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. materially. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “estimate”, “should”, “predict” “predict”, “plan”, “project”, “could”, and similar terms or variations thereof. Such forward-looking These statements are based on a series of expectations, assumptions, estimates and projections about the Company, are not guarantees of future results or performance, performance and involve significant risks, are subject to risks and uncertainties and other factors, including assumptions and projections, for all forward periods. Our actual results may differ that could lead to materially from any future results expressed or implied by such forward-looking statements. different outcomes. Such risks, uncertainties and other factors include, among others, the following:

Source: Item 7, 10-K 0000051253-26-000006 vs Item 7, 10-K 0000051253-25-000013

Legal Proceedings 245 words changed in this paragraph; it is 53% similar to last year's version.
Since March 2023, various putative class action lawsuits have been filed against IFF, Firmenich International SA, Givaudan SA, and Symrise AG and/or certain affiliates thereof in the Quebec Superior Court, the Federal Court of Canada, Ontario Superior Court, the Supreme Court of British Columbia and, in several cases, the United States District Court for the District of New Jersey. These actions allege violations of the Canadian Competition Act and the Sherman Act, as applicable, and other related claims, and seek damages and other relief. In IFF announced on October 17, 2025, that it entered into a settlement agreement which will be a full settlement of the multiple civil class actions brought by direct purchasers of fragrance products in the United States. On November 17, 2025, the Court granted the motion for preliminary approval of this settlement and IFF then contributed $ 26 million to a settlement fund to resolve all class claims related to this direct purchaser class. The parties expect to resolve the class actions brought by indirect purchasers and end-user plaintiffs in the United States in the near future. During the twelve months ended December 2023, 31, 2025, the Federal Court Company recognized a total provision of Canada proceeding $ 43 million within “Selling and Administrative Expenses” in connection with the U.S. class action lawsuits, based on estimated potential settlement amount inclusive of the $ 26 million noted above related to settlement with direct purchasers. This provision does not include any potential liabilities that may arise from other civil proceedings not encompassed by the U.S. class action lawsuits. On January 27, 2026, an additional class action complaint was discontinued filed in its entirety. the District of New Jersey on behalf of a class of purchasers in the United States of consumer goods containing fragrance products that were purchased outside the United States. IFF may face additional civil suits, in the United States States, Canada, United Kingdom, European Union or elsewhere, in other countries, relating to such alleged conduct. At this time, IFF is unable to predict the potential outcome of these lawsuits or any potential effect they may have on the Company’s results of operations, liquidity or financial condition. The resolution of any of these items could have a material adverse effect on IFF’s results of operation, financial condition, and overall business.

Source: Item 3, via Note 21 – COMMITMENTS AND CONTINGENCIES, 10-K 0000051253-26-000006 vs Item 3, via Note 21 – COMMITMENTS AND CONTINGENCIES, 10-K 0000051253-25-000013

Risk Factors 221 words changed in this paragraph; it is 39% similar to last year's version.
Detecting, investigating and resolving actual or alleged violations of the FCPA or other anti-bribery and anti-corruption laws and regulations is expensive, could consume significant time and attention of Given our senior management and could subject us to investigations and inquiries by governmental and other regulatory bodies. Any allegations of non-compliance with such laws and regulations could have a disruptive effect on our operations in such jurisdiction, including interruptions of business or loss of third-party relationships, which may negatively impact our results of operations or financial condition. Any determination that our operations or activities are not in compliance with such laws and regulations could expose us to severe criminal or civil penalties or other sanctions, significant fines, termination of necessary licenses and permits and penalties or other sanctions that may harm our business and reputation. Given the international scope of our business, global footprint, we also sell certain of our products to countries that are subject to U.S. and other jurisdictions’ sanctions under general licenses and authorizations related to such products, technologies and transactions. authorizations. For example, the U.S., the European Union Union, and other countries jurisdictions have imposed sanctions and export controls on Russia, Belarus Belarus, and occupied regions of Ukraine. As a result, we have limited our export of ingredients restricted exports to customers in Russia, Belarus and occupied these regions of Ukraine to only those permitted products that are permitted and meet the essential needs of people. needs. Compliance with sanctions laws is highly technical and requires careful oversight, and it is possible that actions taken rigorous oversight. Any inadvertent breach by us, our subsidiaries subsidiaries, or our suppliers may cause us to be in breach with these laws, which could have a material adverse effect to on our business.

Source: Item 1A, 10-K 0000051253-26-000006 vs Item 1A, 10-K 0000051253-25-000013

Accounting Policies 170 words changed in this paragraph; it is 30% similar to last year's version.
In November 2024, December 2025, the Financial Accounting Standards Board (“FASB”) FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, ASU 2025-10, “Government Grants (Topic 832)”. The update provides recognition, measurement, presentation, and in January 2025, issued Accounting Standards Update (“ASU”) 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The ASU was issued to improve the disclosures about amendments introduce two permitted approaches for asset-related grants: a public business entity's expenses, primarily through disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This deferred income approach or a cost accumulation approach. The guidance is effective for fiscal years beginning after December 15, 2026, and 2028, including interim periods within those fiscal years beginning after December 15, 2027, with early adoption permitted. Public business entities are permitted to adopt the ASU prospectively or retrospectively. years. The Company is currently evaluating the impact that of this guidance will have on its our Consolidated Financial Statements and footnote related disclosures.

Source: 10-K text, Note 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000051253-26-000006 vs 10-K text, Note 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000051253-25-000013

Every change, by type

Sentences and paragraphs of IFF's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-02-28. Each links to the text at sec.gov.

All 330 Added 49Removed 115Reworded 163Quiet changes 3

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•We are exposed to AI-related risks and opportunities that if we fail to properly manage, could result in material liabilities, or otherwise materially adversely affect our business, results of operations, and financial condition.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
Many of our products are ingredients or components in consumer products which are sold to end-users throughout the world. Demand for such consumer products depends on consumer preferences that are driven by a variety of factors, such as the increasing use of weight management pharmaceutical products, increasing health and wellness awareness, greater transparency in product labeling, and changes in global, regional or local economic conditions (such as inflation, unemployment, salaries and wage rates stagnation, low growth rates, and impacts of supply disruptions, climate events, or geopolitical developments). At the same time, increased regulatory requirements, statements or questions around certain of our products, may result in changes in customer orders or delays in developing, manufacturing or marketing of new or existing products. Moreover, given that the timing or volumes in our customers’ orders are generally at our customers’ discretion, customers may cancel, reduce or postpone orders with us on relatively short notice.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
We face intense global competition from multinational and specialized companies across our product offerings, as well as consumer product companies developing their own alternatives. Competitors may have greater resources, proprietary technologies, or benefit from recent industry consolidation, enabling them to respond more effectively to customer or market demands. As we expand into adjacent markets, such as functional foods and specialty fine ingredients, we encounter additional risks, including price sensitivity and lower margins. Our ability to compete depends on, among other things, innovation, product quality, regulatory compliance, pricing, logistical efficiency, digital proficiency, customer service, and intellectual property protection. Failure to invest in growth, scale new concepts, or adapt to technological advancements could erode our competitive position. Increased competition, including aggressive pricing, may lead to lost sales, margin pressure, and reduced profitability. We may not be in a position to allocate the appropriate level of investment in research and development efforts, due to other macroeconomic pressures, and such investments may not yield expected returns due to poor execution or delays by our customers in launching relevant products, changing consumer trends, or disruptive competitor innovations. These factors are beyond our control and could negatively impact our results of operations.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
As part of our strategic transformation and portfolio optimization, we have completed several divestitures in recent years and continue to evaluate additional transactions, including strategic alternatives for our Food Ingredients segment. Successfully completing such transactions depends on factors beyond our control, such as industry and macroeconomic conditions, third party interest and financing, underlying asset performance, regulatory approvals, and entanglements with the rest of our businesses. Moreover, such transactions are complex, costly, and time-consuming, and may divert management’s and employees’ attention, lead to significant stranded and separation costs, and dis-synergies, risk of assuming liabilities, failure to meet business case objectives for such transactions, as well as employee turnover, and negative impacts on customer and supplier relationships. Strategic transactions often involve post-closing obligations under supply, manufacturing, licensing, or transitional service agreements that may bind us for extended periods, during which market conditions may change.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
At the same time, we also continue to pursue collaborations, joint ventures, partnerships, acquisitions to enhance innovation, expand our product portfolio, and support growth, but these transactions also involve significant risks. Negotiating and implementing such arrangements is similarly complex and time-consuming, and we may fail to close deals, agree on favorable terms, or avoid post-closing disputes. Revenue from collaborations depends on our partners’ performance, and these arrangements may not lead to timely or successful product development or commercialization. Acquisitions present additional risks, including integration challenges, failure to achieve anticipated synergies, cost savings, or revenue growth, and exposure to incremental liabilities or contractual obligations to minority investors. We may also incur impairment charges if acquired businesses underperform.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
Failure to enter into such transactions or complete them on time, manage costs, or negotiate favorable terms could increase expenses, hinder our portfolio strategy, and negatively affect our financial condition. Even when successful, expected benefits may not be realized or may take longer than anticipated, and failure to meet these challenges could materially impact our business and results of operations.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
We manage inventory based on shelf life, sourcing levels, and anticipated demand. Effective inventory control is critical to meeting customer needs without incurring excess storage costs. If we fail to accurately forecast customer demand, it may lead

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
As further described in our consolidated financial statements, we are currently subject to antitrust investigations in a number of countries and class action lawsuits in the U.S. and Canada alleging antitrust violations by us and certain of our competitors. Additional suits and investigations may follow, and outcomes are uncertain. Enforcement actions could result in regulators imposing significant fines, penalties, or business restrictions, adversely affecting results of operations, liquidity, or financial condition, and overall business.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
Our products depend on a wide range of raw materials sourced globally, such as essential or vegetable oils, botanical extracts, animal products, organic and petroleum-based chemicals. For certain materials, we rely on a limited number of suppliers or regions, making us vulnerable to shortages, delays, and price volatility. Tariffs and trade restrictions, sanctions, and geopolitical tensions (e.g., U.S.-China relations, Russia-Ukraine war, Middle East conflicts), as well as supply chain disruptions, along with energy price fluctuations, may further strain operations and margins. Environmental and climate-related events, including severe weather, droughts, floods, and water scarcity, can also impact crop yields, transportation, and energy costs, increasing sourcing challenges or prices of input costs.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedRisk Factors
customers to seek alternative suppliers or reformulate products, resulting in long-term sales declines or loss of market share. Additionally, inflationary or deflationary trends may affect the financial health of customers and suppliers, further impacting demand and supply. These factors are beyond our control and may materially affect our business and financial condition.

Read it in 10-K 2026-02-27 at sec.gov ↗

RemovedRisk Factors
•Inflationary trends and pricing uncertainty, including in the price of our input costs, such as raw materials, transportation and energy, could adversely affect our business and financial results in the short term and result in uncertainties in the long term.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
•A significant portion of our sales is generated from a limited number of large multi-national customers, which are currently under competitive pressures that may affect the demand for our products and profitability.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
•We may not successfully develop and introduce new products that meet our customers’ needs, which may adversely affect our results of operations.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
•We are subject to risks associated with the potential use of AI in our own operations and by third-party partners that we may engage with.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
•If we are unable to successfully market to our expanded and diverse customer base, our operating results and future growth may be adversely affected.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
•Defects, quality issues (including product recalls), inadequate disclosure or misuse with respect to the products and capabilities could adversely affect our business, reputation and results of operations.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
As of December 31, 2024, our total debt was $8.977 billion. There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders. In addition, our existing Revolving Credit Facility and Term Loan are also at variable interest rates, exposing us to potentially material interest rate risk at our current level of indebtedness.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Furthermore, our degree of leverage could adversely affect our future credit ratings. If we are unable to maintain or improve our current investment grade rating or improve our leverage, it could adversely affect our future cost of funding, liquidity and access to capital markets. The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its senior unsecured debt. However, any downgrade in our credit rating may, depending on the extent of such downgrade, negatively impact our ability to raise additional debt capital, our liquidity and capital position, and may increase our cost of borrowing for new capital raises. In addition, our existing Revolving Credit Facility and Term Loan have pricing grids that are based on credit rating, such that our cost of borrowing may increase if our public debt rating decreases. The pricing grid rates have increased by 0.125% for the duration that financial covenant relief (as described below) is provided.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Our Revolving Credit Facility and Term Loan contain various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a maximum ratio of net debt for borrowed money to credit adjusted EBITDA in respect of the previous four fiscal quarters. On September 19, 2023, we entered into further amendments to our Revolving Credit Facility and Term Loan that extend certain relief with respect to this financial covenant by providing that during the relief period our leverage ratio shall not exceed as of the end of the fiscal quarter (for the period of the four fiscal quarters then ended): (i) 5.25x for any fiscal quarter ending on or before March 31, 2024, (ii) 4.75x for the fiscal quarter ending June 30, 2024, (iii) 4.50x for the fiscal quarter ending September 30, 2024, (iv) 4.25x for any subsequent fiscal quarter ending on or before March 31, 2025, (v) 4.00x for any subsequent fiscal quarter ending on or before September 30, 2025 and (vi) 3.75x for the fiscal quarter ending December 31, 2025. The financial covenant relief provided in the September 2023 amendments superseded the ratios and step downs set forth in prior amendments to these credit facilities entered into on August 4, 2022 and March 23, 2023.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
During the financial covenant relief period, the amendments prohibit us from (i) effecting share repurchases, (ii) declaring and paying dividends in cash on common stock in excess of $0.81 per share per fiscal quarter (for an aggregate amount of $3.24 per fiscal year) and (iii) creating liens to secure debt in excess of the greater of $300 million and 3.65% of Consolidated Net Tangible Assets, in each case subject to certain exceptions set forth in the amendments. During the financial covenant relief period, the Term Loan is subject to a mandatory prepayment provision whereby certain asset sale proceeds must be used to pay down amounts outstanding thereunder. See Note 14 for additional information on the amendments to the debt agreements.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Our current level of leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing, lead to a reduction or suspension of our dividend payments, decrease our flexibility in responding to or preparing for changes in the industry in which we operate and our ability to pursue certain operational and strategic projects or opportunities, including necessary investments into our business or large acquisitions. Our level of indebtedness, as well as a failure to comply with covenants under our debt instruments, could adversely affect our business, results of operations and financial condition or our ability to return capital to our shareholders and any additional debt modifications, instruments or covenant reliefs may subject us to additional covenants and restrictions.

Read it in 10-K 2025-02-28 at sec.gov ↗

RewordedRisk Factors
If our Failure by counterparties fail to comply with meet applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices, or other obligations, norms, or ethical standards, standards could harm our reputation and brand image could be harmed, and we could be exposed brand, expose us to litigation, investigations, enforcement actions, monetary liability, and additional costs that would harm costs, and adversely affect our reputation, business, financial condition, results of operations operations, and prospects.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
We believe that While these preventative actions provide adequate measures of protection against information security breaches/incidents and generally reduce our mitigate cybersecurity risks, however, cybersecurity incidents, data breaches and operational disruptions potential threats are constantly evolving, evolving and becoming more sophisticated, including through the increasing use of AI, and conducted by groups and individuals with a wide range diverse group of expertise and motives, including actors, such as foreign governments, cyber terrorists, cyber criminals, malicious employees and other insiders and outsiders.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
The In connection with the N&B spin-off Transaction, IFF, N&B, and certain aspects of the pre-spin-off internal reorganizations to form N&B could be taxable to DuPont if N&B or we were to engage in Dupont entered into a “Spinco Tainting Act” (as defined in the Tax Matters Agreement, by and among DuPont, N&B and IFF, a form of which is attached to IFF’s registration statement on Form S-4 (Registration Number 333-238072)). 333-238072) (“TMA”).

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Large multi-national customers’ market share, especially in the consumer product industry, continues to be pressured Multinational customers have been facing their own competitive challenges, such as pressures by new smaller companies and specialty players that cater to or are more adept at adjusting to the latest consumer trends, including towards natural products and clean labels, changes in the retail landscape (including e-commerce and consolidation), and increased competition from private labels, which have resulted and may continue to result in decreased demand for our products by such multi-national customers and volume erosion, especially in our Nourish business. products.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
From We are or may be, from time to time we are time, involved in a number of legal claims, regulatory investigations, shareholder litigation and other litigation, including claims matters related to competition and antitrust, environmental issues, intellectual property, product liability, competition and antitrust, personal injury, environmental matters commercial disputes, employment and labor matters, false or deceptive advertising, and indirect taxes.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Supply Trade wars, tariffs, sanctions, geopolitical developments, supply chain disruptions, geopolitical developments, climate-change environmental events, natural disasters, public health or human rights crises, tariffs and trade wars, and other events may adversely affect our business, our procurement sourcing of raw materials, and our development, manufacturing, distribution or sale of our products, and thus may impact our productivity, business and financial results. products.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Further, we We may not also be able unable to accurately predict or hedge for price cost fluctuations of input costs, or predict anticipate the volume impact of the price increases in our products, increases, while our competitors may be able to adapt more successfully adjust to such input cost volatility. effectively.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
In August 2022, the U.S. government enacted legislation commonly referred to as the “Inflation Reduction Act”, which, among other things, imposed a minimum “book” tax on certain corporations effective for taxable years beginning after December 31, 2022 and created a new excise tax on stock repurchases made by certain publicly traded corporations after December 31, 2022.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
We could be adversely affected by violations, by us or our counterparties, of U.S. or foreign anti-bribery and anti-corruption anti-bribery, international trade, anti-corruption, antitrust or competition laws and regulations, applicable sanctions or competition laws employment and regulations in the jurisdictions in which we operate human rights or ethical business practices and related laws and employment regulations.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
With the completion of the N&B Transaction, our customer base has further increased significantly and, based Based on 2024 fiscal-year 2025 sales, we had approximately 18,300 20,000 customers, approximately 67% 69% of which are small and mid-sized companies.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Our insurance coverage may not be adequate insufficient to protect us from potential material expenses related to pending and future claims and our current levels of insurance may not be available unavailable at reasonable cost in the future at commercially reasonable prices. future.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Changes Our inability to management, including turnover of our top executives, and significant shortfalls in recruitment, retention recruit, retain or transition of employees or our management team could adversely affect our ability to compete and achieve our strategic goals.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Our Taste segment consists of the development and production of a range of flavor compounds and natural taste solutions that are ultimately used by our customers in a diverse variety of products, including savory products (soups, sauces, meat, fish, poultry, snacks, etc.), beverages (juice drinks, carbonated or flavored beverages, spirits, etc.), sweets (bakery products, candy, cereal, chewing gum, etc.), and dairy products (yogurt, ice cream, cheese, etc.). Taste also includes value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Our Food Ingredients segment consists of a diversified portfolio across natural, artificial and plant-based specialty food ingredients that provide functional properties solutions for food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives. Food Ingredients also includes savory solutions (such as spices, marinades, and mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Our former Pharma Solutions segment produced, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used in prescription and over-the-counter pharmaceuticals and dietary supplements. We completed the divestiture of our Pharma Solutions disposal group, which included certain adjacent businesses, on May 1, 2025 and we divested our nitrocellulose business, which was within our Pharma Solutions segment, on May 9, 2025.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Year Ended December 31, 2025 2024 Net Sales Taste $ 2,508 $ 2,410 Food Ingredients 3,279 3,365 Health & Biosciences 2,275 2,203 Scent 2,495 2,412 Pharma Solutions 376 337 Impact of Business Divestitures(1) — 757 Impact of Currency Fluctuation(2) (43) — Total $ 10,890 $ 11,484

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
(1)Impact of business divestitures includes the results of the F&E UK business that was divested on September 1, 2024 (for January 1, 2024 to September 1, 2024), the Rene Laurent business that was divested on December 1, 2025 (for December 1, 2024 to December 31, 2024), the Cosmetic Ingredients business that was divested on April 2, 2024 (for January 1, 2024 to April 2, 2024), and the Pharma Solutions disposal group and Nitrocellulose business that were divested on May 1, 2025 and May 9, 2025, respectively (for May 1, 2024 to December 31, 2024 and May 9, 2024 to December 31, 2024, respectively).

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
(2)Comparable portfolio results for 2024 exclude the impact of divestitures. Impact of business divestitures includes the results of the F&E UK business that was divested on September 1, 2024 (for January 1, 2024 to September 1, 2024), the Rene Laurent business that was divested on December 1, 2025 (for December 1, 2024 to December 31, 2024), the Cosmetic Ingredients business that was divested on April 2, 2024 (for January 1, 2024 to April 2, 2024), and the Pharma Solutions disposal group and Nitrocellulose business that were divested on May 1, 2025 and May 9, 2025, respectively (for May 1, 2024 to December 31, 2024 and May 9, 2024 to December 31, 2024, respectively).

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Following the completed divestitures of the Pharma Solutions disposal group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, we retrospectively reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Food Ingredients, Health & Biosciences, and Scent segments for comparability purposes.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Year Ended December 31, 2024 2023 Net Sales Taste $ 2,560 $ 2,281 Food Ingredients 3,429 3,470 Health & Biosciences 2,244 2,071 Scent 2,554 2,277 Pharma Solutions 1,048 1,020 Impact of Business Divestitures(1) — 360 Impact of Currency Fluctuation(2) (351) — Total $ 11,484 $ 11,479

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
Cash flows used in financing activities in 2025 were $3.091 billion compared to $1.606 billion in 2024. The increase in cash flows used in financing activities from 2024 to 2025 was primarily driven by our purchase with cash of certain of our outstanding series of Senior Notes for $2.0 billion, excluding accrued and unpaid interest. We also repaid the outstanding borrowings under both the 2026 Term Loan Facility and the 2025 Notes during the period. In addition, during 2025 we repurchased $38 million of common stock, as part of the share repurchase program that began on October 1, 2025. These outflows were partially offset by an increase in commercial paper borrowings during 2025.

Read it in 10-K 2026-02-27 at sec.gov ↗

AddedMD&A
On June 25, 2025, we entered into the Fourth Amended and Restated Credit Agreement (“Revolving Credit Agreement”), which amended and restated the most recent Amendment No. 4 to the Third Amended and Restated Credit Agreement dated September 19, 2023. This amendment and restatement, among other things, extended the termination date to June 25, 2030. The Revolving Credit Agreement states that from the effective date through September 30, 2025, our net debt to credit adjusted EBITDA ratio shall not exceed 4.00x, and shall not exceed 3.75x thereafter, with a temporary step-up to 4.25x permitted for three fiscal quarters following an acquisition exceeding $500 million in paid consideration. As of December 31, 2025, we were in compliance with all financial and other covenants.

Read it in 10-K 2026-02-27 at sec.gov ↗

RemovedMD&A
Our Nourish segment consists of an innovative and broad portfolio of natural-based ingredients to enhance nutritional value, texture and functionality in a wide range of beverage, dairy, bakery, confectionery and culinary applications and consists of Ingredients and Flavors.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
Our Pharma Solutions segment produces, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations. Our excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Our Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products. During March 2024, we entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment as well as certain adjacent businesses. During October 2024, the Company entered into an agreement to sell its nitrocellulose business, which is within the Company’s existing Pharma Solutions reportable operating segment. Both transactions are expected to close in the second quarter of 2025.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
We maintain operations in Israel and, additionally, export products to customers in Israel from operations outside the region. We will continue to evaluate the current events and any potential impacts related to this matter, but we do not expect there to be a material impact to our Consolidated Financial Statements.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
We maintain operations in both Russia and Ukraine and, additionally, export products to customers in Russia and Ukraine from operations outside the region. In response to the events in Ukraine, we have limited the production and supply of ingredients in and to Russia to only those that meet the essential needs of people, including food, hygiene and medicine.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
We have a reserve of approximately $2 million related to expected credit losses on receivables from customers located in Russia and Ukraine. During 2022, we also recorded a charge of $120 million related to the impairment of certain long-lived assets in Russia. See Note 1, Note 11 and Note 12 to the Consolidated Financial Statements for additional information.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
For more detailed information about risks related to the Russia-Ukraine war and the Israel-Hamas war, refer to Item 1A, “Risk Factors” – “Supply chain disruptions, geopolitical developments, climate-change events, natural disasters, public health crises, tariffs and trade wars, and other events may adversely affect our business, our procurement of raw materials, and our development, manufacturing, distribution or sale of our products, and thus may impact our productivity, business and financial results.”

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
For a comparison of our results of operations and liquidity and capital resources for the fiscal years ended December 31, 2023 and December 31, 2022, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.

Read it in 10-K 2025-02-28 at sec.gov ↗

RewordedMD&A
For the Year Ended December 31, (DOLLARS IN MILLIONS) 2025 2024 2023 Segment Adjusted Operating EBITDA Nourish Taste $ 824 490 $ 700 446 Food Ingredients 439 399 Health & Biosciences 654 588 608 568 Scent 518 416 537 526 Pharma Solutions 209 199 79 68 Impact of Currency Fluctuation(3) (67) — Impact of Business Divestitures Divestitures(2) — 77 198 Total 2,086 2,205 1,980 Depreciation & Amortization (962) (1,015) (1,142) Interest Expense (229) (305) (380) Other (Expense) Income, net (65) (182) (5) Restructuring and Other Charges (70) (29) (68) Impairment of Goodwill (1,153) (64) (2,623) (Losses) Gains (Losses) on Business Disposals (109) 346 (23) Loss on Assets Classified as Held for Sale (347) (115) (317) Gain on Extinguishment of Debt 488 — Acquisition, Divestiture and Integration Related Costs (125) (228) (174) Strategic Initiatives Costs (35) (33) (31) Regulatory Costs (106) (73) (50) Entity Realignment Costs (8) (6) Other 3 (2) (9) 9 (Loss) Income (Loss) Before Taxes $ 278 (412) $ (2,518) 308 Segment Adjusted Operating EBITDA margin:

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
During 2023, based Based on the quantitative results of the impairment test using the income approach, testing, we determined that the carrying value amount of the Nourish Food Ingredients reporting unit exceeded its estimated fair value value, and recorded accordingly recognized a goodwill impairment charge of $2.623 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023. $1.153 billion.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The decrease in cash flows from operating activities from 2023 2024 to 2024 2025 was primarily driven by an increase in working capital, largely capital and a larger incentive compensation payout made in 2025 related to trade receivables and inventories including amounts held for sale, 2024 results, offset in part by an increase in accounts payable and higher cash earnings, excluding receivables in the impact of non-cash adjustments. prior year.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The Company believes its We believe our balances of cash and cash equivalents, which totaled approximately $471 $590 million as of December 31, 2024, inclusive of approximately $2 million currently in Assets held for sale on the Consolidated Balance Sheets, 2025, along with cash generated by ongoing operations and access to the Revolving Credit Facility and Commercial Paper unsecured short-term promissory notes (“Commercial Paper”) as discussed in Note 14 to the Consolidated Financial Statements, will be sufficient to satisfy its cash requirements and capital return program over the next 12 months and beyond.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
During 2023, based Based on the quantitative results of the impairment test using the income approach, testing, we determined that the carrying value of the Nourish Food Ingredients reporting unit exceeded its fair value and recorded a goodwill an impairment charge of $2.623 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023. $1.153 billion.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Based on the quantitative impairment test performed, we determined that the Nourish, Health & Biosciences, Taste, Fragrance Compounds and Fragrance Ingredients reporting units had excess substantial headroom, as fair value over exceeded carrying value by a wide margin, while the fair value of approximately 22%, 18%, 169% and 37%, respectively. the Health & Biosciences reporting unit exceeded carrying value by 9%.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
For the Year Ended December 31, (DOLLARS IN MILLIONS) 2024 2023 Segment Adjusted Operating EBITDA Nourish Taste $ 824 460 $ 700 381 Food Ingredients 408 346 Health & Biosciences 654 588 577 524 Scent 518 416 545 450 Pharma Solutions 209 199 215 202 Impact of Business Divestitures Divestitures(2) — 77 Total 2,205 1,980 Depreciation & Amortization (1,015) (1,142) Interest Expense (305) (380) Other (Expense) Income, net (182) (5) Restructuring and Other Charges (29) (68) Impairment of Goodwill (64) (2,623) Gains (Losses) on Business Disposals 346 (23) Loss on Assets Classified as Held for Sale (347) (317) — Acquisition, Divestiture and Integration Related Costs (228) (174) Strategic Initiatives Costs (33) (31) Regulatory Costs (73) (50) Entity Realignment Costs (6) (2) Other 3 (2) 9 — Income (Loss) Before Taxes $ 278 308 $ (2,518) Segment Adjusted Operating EBITDA margin:

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Other expense (income), expense, net, increased $177 decreased $117 million to $65 million in 2025 compared to $182 million in 2024 compared to $5 million in 2023. $153 2024. $130 million of increased expense the decrease was driven by increased pension-related expense, $130 million of which was due to a settlement loss that was recognized upon termination of the International Flavors & Fragrances Inc.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The net gain on loss in 2025 was primarily driven by the Pharma Solutions disposal group and Nitrocellulose business disposals in 2024 primarily relates to divestitures, while the gain recognized on the sale of in 2024 related to the Cosmetic Ingredients business, business divestiture, offset in part by the loss recognized on the sale of the F&E UK business.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Among many other applications, this biotechnology-driven our portfolio includes cultures for use in fermented foods such as yogurt, cheese and fermented beverages, probiotic strains, many with documented clinical health claims for use as dietary supplements and through industrial fermentation the production of enzymes and microorganisms that provide product and process performance benefits to household detergents, animal feed, ethanol production and brewing.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
We had cash, cash equivalents and restricted cash of approximately $471 million, inclusive of $2 $590 million currently in Assets held for sale on the Consolidated Balance Sheets, at December 31, 2024 2025 compared to $735 $471 million, inclusive of $26 $2 million in Assets held for sale on the Consolidated Balance Sheets, at December 31, 2023 and of this balance, the majority was held outside the United States. 2024.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Comparable portfolio results exclude the impact of divestitures of the portion of the Savory Solutions business, Sonarome business, Flavors & Essences UK business (“F&E UK”), Flavors Specialty Rene Laurent business in France, Cosmetic Ingredients (“FSI”) business, and Cosmetic Ingredients the Pharma Solutions disposal group and Nitrocellulose business (“change in business portfolio mix due to divestitures”), which was approximately $360 $757 million.

Read it in 10-K 2026-02-27 at sec.gov ↗

Quiet changesMD&A
We test goodwill for impairment at the reporting unit level as of November 30 every year or more frequently if events or changes in circumstances indicate the asset might be impaired.

Read it in 10-K 2026-02-27 at sec.gov ↗

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