Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 1-4858

INTERNATIONAL FLAVORS & FRAGRANCES INC**.**

(Exact name of registrant as specified in its charter)

New York13-1432060
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

521 West 57th Stree****t, New York**,** NY 10019-2960

Registrant’s telephone number, including area code (212) 765-5500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value 12 1/2¢ per shareIFFNew York Stock Exchange
6.00% Tangible Equity UnitsIFFTNew York Stock Exchange
0.500% Senior Notes due 2021IFF 21New York Stock Exchange
1.750% Senior Notes due 2024IFF 24New York Stock Exchange
1.800% Senior Notes due 2026IFF 26New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filero
Non-accelerated fileroSmaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant was $15,491,883,187 as of June 30, 2019.

As of February 26, 2020, there were 106,802,194 shares of the registrant’s common stock, par value 12 1/2¢ per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the 2020 Annual Meeting of Shareholders (the “IFF 2020 Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.

INTERNATIONAL FLAVORS & FRAGRANCES INC.

TABLE OF CONTENTS

PAGE
PART I
ITEM 1.Business3
ITEM 1A.Risk Factors12
ITEM 1B.Unresolved Staff Comments27
ITEM 2.Properties28
ITEM 3.Legal Proceedings29
ITEM 4.Mine Safety Disclosures30
PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30
ITEM 6.Selected Financial Data32
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36
ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk58
ITEM 8.Financial Statements and Supplementary Data58
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure59
ITEM 9A.Controls and Procedures59
ITEM 9B.Other Information59
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance60
ITEM 11.Executive Compensation60
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters60
ITEM 13.Certain Relationships and Related Transactions and Director Independence60
ITEM 14.Principal Accountant Fees and Services60
PART IV
ITEM 15.Exhibits and Financial Statement Schedules61
ITEM 16.Form 10-K Summary126
SIGNATURES127

PART I

In this report, we use the terms “IFF,” “the Company,” “we,” “us” and “our” to refer to International Flavors & Fragrances Inc. and its subsidiaries.

Next: Item 1. BUSINESS.