Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) FINANCIAL STATEMENTS: The following consolidated financial statements, related notes, and independent registered public accounting firm’s report are included in this Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			51
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020			53
Consolidated Balance Sheets as of December 31, 2022 and 2021			54
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020			55
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020			56
Notes to Consolidated Financial Statements			57
(a)(3) EXHIBITS			111
(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2022, 2021 and 2020			S-1

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of International Flavors & Fragrances Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of International Flavors & Fragrances Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of (loss) income and comprehensive (loss) income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim Goodwill Impairment Assessment - Health & Biosciences Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $13.355 billion as of December 31, 2022, and the goodwill related to the Health & Biosciences reportable segment was $4.321 billion. The Company has determined that the Health & Biosciences segment is also a reporting unit. Management tests 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. If a reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. For the third quarter of 2022, management determined that a goodwill impairment triggering event occurred for the Health & Biosciences reporting unit. Management assessed the fair value of the reporting units using an income approach. Under the income approach, management determined the fair value by using a discounted cash flow method at a rate of return that reflects the relative risk of the projected future cash flows of each reporting unit, as well as a terminal value. Key estimates and assumptions used in these valuations include revenue growth rates, gross margins, EBITDA margins, terminal growth rates and discount rates. For the third quarter of 2022, management determined that the carrying value of the Health & Biosciences reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.250 billion.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Health & Biosciences reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Health & Biosciences reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, gross margins, EBITDA margins, terminal growth rate, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the Health & Biosciences reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Health & Biosciences reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, gross margins, EBITDA margins, terminal growth rate, and discount rate. Evaluating management’s significant assumptions related to revenue growth rates, gross margins, and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Health & Biosciences reporting unit; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the significant assumptions related to the terminal growth rate and discount rate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 27, 2023

We have served as the Company’s auditor since 1957.

INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME

			Year Ended December 31,
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2022						2021						2020
Net sales			$	12,440					$	11,656					$	5,084
Cost of goods sold			8,289						7,921						2,998
Gross profit			4,151						3,735						2,086
Research and development expenses			603						629						357
Selling and administrative expenses			1,768						1,749						949
Restructuring and other charges			12						41						17
Amortization of acquisition-related intangibles			727						732						193
Impairment of goodwill			2,250						—						—
Impairment of long-lived assets			120						—						—
(Gains) losses on sale of fixed assets			(3)						(1)						4
Operating (loss) profit			(1,326)						585						566
Interest expense			336						289						132
Other income, net			(37)						(58)						(7)
(Loss) income before taxes			(1,625)						354						441
Provision for income taxes			239						75						74
Net (loss) income			(1,864)						279						367
Net income attributable to non-controlling interest			7						9						4
Net (loss) income attributable to IFF shareholders			$	(1,871)					$	270					$	363
Statements of Comprehensive (Loss) Income
Net (loss) income			$	(1,864)					$	279					$	367
Other comprehensive (loss) income , after tax:
Foreign currency translation adjustments			(904)						(848)						88
Gains (losses) on derivatives qualifying as hedges			—						8						(9)
Pension and postretirement liability adjustment			158						115						(60)
Other comprehensive (loss) income			(746)						(725)						19
Comprehensive (loss) income			(2,610)						(446)						386
Net income attributable to non-controlling interest			7						9						4
Comprehensive (loss) income attributable to IFF shareholders			$	(2,617)					$	(455)					$	382
Net (loss) income per share — basic			$	(7.32)					$	1.11					$	3.25
Net (loss) income per share — diluted			$	(7.32)					$	1.10					$	3.21
Average number of shares outstanding - basic			255						243						112
Average number of shares outstanding - diluted			255						243						114

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED BALANCE SHEETS

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
ASSETS
Current Assets:
Cash and cash equivalents			$	483					$	711
Restricted cash			10						4
Receivables:
Trade			1,871						1,952
Allowance for doubtful accounts			(53)						(46)
Inventories			3,151						2,516
Assets held for sale			1,200						1,122
Prepaid expenses and other current assets			770						728
Total Current Assets			7,432						6,987
Property, plant and equipment, net			4,203						4,368
Goodwill			13,355						16,414
Other intangible assets, net			9,082						10,506
Operating lease right-of-use assets			636						767
Other assets			699						616
Total Assets			$	35,407					$	39,658
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings, overdrafts and current portion of long-term debt			$	410					$	308
Commercial paper			187						324
Accounts payable			1,418						1,532
Accrued payroll and bonus			267						335
Dividends payable			206						201
Liabilities held for sale			212						101
Other current liabilities			1,028						832
Total Current Liabilities			3,728						3,633
Other Liabilities:
Long-term debt			10,373						10,768
Retirement liabilities			231						385
Deferred income taxes			2,265						2,518
Operating lease liabilities			565						670
Other liabilities			472						462
Total Other Liabilities			13,906						14,803
Commitments and Contingencies (Note 19)
Redeemable non-controlling interests			59						105
Shareholders’ Equity:
Common stock $0.125 par value; 500,000,000 shares authorized; 275,726,629 and 275,726,629 shares issued as of December 31, 2022 and December 31, 2021, respectively; and 254,968,463 and 254,573,984 shares outstanding as of December 31, 2022 and December 31, 2021, respectively			35						35
Capital in excess of par value			19,841						19,826
Retained earnings			955						3,641
Accumulated other comprehensive loss			(2,169)						(1,423)
Treasury stock, at cost (20,758,166 and 21,152,645 shares as of December 31, 2022 and December 31, 2021, respectively)			(978)						(997)
Total Shareholders’ Equity			17,684						21,082
Non-controlling interest			30						35
Total Shareholders’ Equity including non-controlling interest			17,714						21,117
Total Liabilities and Shareholders’ Equity			$	35,407					$	39,658

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Cash flows from operating activities:
Net (loss) income			$	(1,864)					$	279					$	367
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization			1,179						1,156						325
Deferred income taxes			(237)						(236)						(68)
(Gains) losses on sale of fixed assets			(3)						(1)						4
Gains on business divestiture			(11)						—						—
Stock-based compensation			49						54						36
Pension contributions			(36)						(37)						(24)
Amortization of inventory step-up			—						368						—
Impairment of goodwill			2,250						—						—
Impairment of long-lived assets			120						—						—
Changes in assets and liabilities, net of acquisitions:
Trade receivables			(117)						(169)						(61)
Inventories			(893)						(363)						18
Accounts payable			(57)						419						28
Accruals for incentive compensation			(34)						96						44
Other current payables and accrued expenses			92						4						57
Other assets/liabilities, net			(41)						(133)						(12)
Net cash provided by operating activities			397						1,437						714
Cash flows from investing activities:
Cash paid for acquisitions, net of cash received			(110)						—						—
Additions to property, plant and equipment			(504)						(393)						(192)
Additions to intangible assets			(2)						(4)						—
Proceeds from disposal of assets			8						18						17
Proceeds from unwinding of derivative instruments			173						—						—
Cash provided by the Merger with N&B			11						246						—
Net proceeds received from business divestiture			1,169						115						—
Maturity of net investment hedges			—						—						(14)
Proceeds from life insurance contracts			—						—						2
Net cash provided by (used in) investing activities			745						(18)						(187)
Cash flows from financing activities:
Cash dividends paid to shareholders			(810)						(667)						(323)
Dividends paid to redeemable non-controlling interest			—						(2)						—
Increase (decrease) in revolving credit facility and short term borrowings			104						(105)						—
Proceeds from issuance of commercial paper (maturities after three months)			225						—						—
Repayments of commercial paper (maturities after three months)			(421)						—						—
Net borrowings of commercial paper (maturities less than three months)			48						324						—
Deferred financing costs			—						(3)						(3)
Repayments of long-term debt			(300)						(828)						(347)
Purchases of redeemable non-controlling interest			(47)						—						(22)
Proceeds from issuance of long-term debt			—						3						200
Contingent consideration paid			—						(14)						(9)
Proceeds from issuance of stock in connection with stock options			—						9						—
Employee withholding taxes paid			(21)						(21)						(8)
Other, net			(7)						—						—
Net cash used in financing activities			(1,229)						(1,304)						(512)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(77)						(59)						21
Net change in cash, cash equivalents and restricted cash			(164)						56						36
Cash, cash equivalents and restricted cash at beginning of year			716						660						624
Cash, cash equivalents and restricted cash at end of year			$	552					$	716					$	660
Supplemental Disclosures:
Interest paid, net of amounts capitalized			$	310					$	310					$	128
Income taxes paid			329						289						133
Accrued capital expenditures			150						117						41

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(DOLLARS IN MILLIONS)			Common stock												Capital in excess of par value						Retained earnings						Accumulated other comprehensive (loss) income						Treasury stock												Non-controlling interest						Total
Shares						Cost			Shares						Cost
Balance at December 31, 2019			128,526,137						$	16					$	3,823					$	4,118					$	(717)					(21,738,838)						$	(1,023)					$	12					$	6,229
Net income																					363																								1						364
Cumulative translation adjustment																											88																								88
Losses on derivatives qualifying as hedges; net of tax $1																											(9)																								(9)
Pension liability and postretirement adjustment; net of tax $(9)																											(60)																								(60)
Cash dividends declared ($3.04 per share)																					(325)																														(325)
Stock options/SSARs																																	57,652						3												3
Vested restricted stock units and awards															(8)																		93,039						3												(5)
Stock-based compensation															36																																				36
Redeemable NCI															2																																				2
Dividends on non-controlling interest and other																																													(1)						(1)
Balance at December 31, 2020			128,526,137						$	16					$	3,853					$	4,156					$	(698)					(21,588,147)						$	(1,017)					$	12					$	6,322
Net income																					270																								3						273
Cumulative translation adjustment																											(848)																								(848)
Gain on derivatives qualifying as hedges; net of tax $(1)																											8																								8
Pension liability and postretirement adjustment; net of tax $(4)																											115																								115
Cash dividends declared ($3.12 per share)																					(785)																														(785)
Stock options/SSARs															4																		159,222						7												11
Impact of N&B Merger			141,740,461						18						15,936																														22						15,976
Conversion of tangible equity units			5,460,031						1						(1)																																				—
Vested restricted stock units and awards															(18)																		276,280						13												(5)
Stock-based compensation															54																																				54
Redeemable NCI															(2)																																				(2)
Dividends on non-controlling interest and other																																													(2)						(2)
Balance at December 31, 2021			275,726,629						$	35					$	19,826					$	3,641					$	(1,423)					(21,152,645)						$	(997)					$	35					$	21,117
Net loss																					(1,871)																								3						(1,868)
Cumulative translation adjustment																											(904)																								(904)
Pension liability and postretirement adjustment; net of tax $(4)																											158																								158
Cash dividends declared ($3.20 per share)																					(815)																														(815)
Stock options/SSARs															11																		85,728						4												15
Vested restricted stock units and awards															(41)																		308,751						15												(26)
Stock-based compensation															49																																				49
Purchase of NCI															1																														(6)						(5)
Redeemable NCI															(5)																																				(5)
Dividends on non-controlling interest and other																																													(2)						(2)
Balance at December 31, 2022			275,726,629						$	35					$	19,841					$	955					$	(2,169)					(20,758,166)						$	(978)					$	30					$	17,714

See Notes to Consolidated Financial Statements

INTERNATIONAL FLAVORS & FRAGRANCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” “IFF,” “the Company,” “we,” “us” and “our”) is a leading creator and manufacturer of food, beverage, health & biosciences, scent and pharma solutions and complementary adjacent products, including cosmetic active and natural health ingredients, which are used in a wide variety of consumer products. Our products are sold principally to manufacturers of perfumes and cosmetics, hair and other personal care products, soaps and detergents, cleaning products, dairy, meat and other processed foods, beverages, snacks and savory foods, sweet and baked goods, sweeteners, dietary supplements, food protection, infant and elderly nutrition, functional food, and pharmaceutical excipients and oral care products.

Basis of Presentation

On February 1, 2021 (the “Closing Date”), the Company completed the combination (the “Merger”) of IFF and DuPont de Nemours, Inc (“DuPont”) nutrition and biosciences business (the “N&B Business”), which had been transferred to Nutrition and Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of DuPont (“N&B”) in a Reverse Morris Trust transaction. See Note 3 for additional information. As a result, the Company’s Consolidated Financial Statements for the period ended December 31, 2022 reflect the results of N&B for the full twelve months of 2022, whereas the period ended December 31, 2021 reflect the results of N&B from the Closing Date and the period ended December 31, 2020 do not reflect any results of N&B.

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

Fiscal Year End

Effective 2021, the Company changed its fiscal year end from a 52/53-week fiscal year ending on the Friday closest to the last day of the quarter, to a calendar year of the twelve-month period from January 1 to December 31. The Company elected to change its fiscal year end in connection with the Merger with N&B to align the Company’s fiscal year with N&B’s. The 2022, 2021 and 2020 fiscal years were 52 week periods. For ease of presentation, December 31 is used consistently throughout the financial statements and notes to represent the period-end date. For the 2022 and 2021 fiscal years, the actual closing dates were December 31 and for the 2020 fiscal year, the actual closing date was January 1.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The inputs into our judgments and estimates take into account the current economic implications of the novel coronavirus (“COVID-19”), the events in Russia and Ukraine, and the ongoing adverse macroeconomic environment on our critical and significant accounting estimates, including estimates associated with future cash flows that are used in assessing the risk of impairment of certain assets. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of International Flavors & Fragrances Inc. and those of its subsidiaries. Significant intercompany balances and transactions have been eliminated. To the extent a subsidiary is not wholly owned, any related non-controlling interests are included as a separate component of Shareholders’ Equity.

Revenue Recognition

The Company recognizes revenue from contracts with customers when the contract or purchase order has received approval and commitment from both parties, has the rights of the parties and payment terms (which can vary by customer) identified, has commercial substance, collectability of consideration is probable, and control has transferred. The revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those goods. Sales, value added, and other taxes the Company collects are excluded from revenues. The Company receives payment in accordance with standard customer terms.

Sales are reduced, at the time revenue is recognized, for applicable discounts, rebates and sales allowances based on historical experience. Related accruals are included in Other current liabilities in the accompanying Consolidated Balance Sheets. The Company considers shipping and handling activities undertaken after the customer has obtained control of the related goods as a fulfillment activity. Net sales include shipping and handling charges billed to customers. Cost of goods sold includes all costs incurred in connection with shipping and handling.

Contract Assets and Liabilities

With respect to a small number of contracts for the sale of compounds, the Company has an “enforceable right to payment for performance to date” and as the products do not have an alternative use, the Company recognizes revenue for these contracts over time and records a contract asset using the output method. The output method recognizes revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract.

As of December 31, 2022 and 2021, the Company’s gross accounts receivable was $1.871 billion and $1.952 billion, respectively. The Company’s contract assets and contract liabilities as of December 31, 2022 and 2021 were not material.

Foreign Currency Translation

The Company translates the assets and liabilities of non-U.S. subsidiaries into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates during the year. Cumulative translation adjustments are shown as a separate component of Shareholders’ Equity.

Research and Development

Research and development (“R&D”) expenses relate to the development of new and improved products, technical product support and compliance with governmental regulation. All research and development costs are expensed as incurred.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at date of purchase.

Restricted Cash

Restricted cash is comprised of cash or cash equivalents which has been placed into an account that is restricted for a specific use and from which the Company cannot withdraw the cash on demand.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Company’s statement of cash flows periods ended December 31, 2022, 2021 and 2020 to the amounts reported in the Company’s balance sheets as of December 31, 2022, 2021 and 2020.

(DOLLARS IN MILLIONS)			December 31, 2022						December 31, 2021						December 31, 2020
Current assets
Cash and cash equivalents			$	483					$	711					$	650
Cash and cash equivalents included in Assets held for sale			52						—						—
Restricted cash			10						4						7
Non-current assets
Restricted cash included in Other assets			7						1						3
Cash, cash equivalents and restricted cash			$	552					$	716					$	660

Accounts Receivable

The Company has certain factoring agreements in the U.S. and The Netherlands under which it can factor up to €250 million of its trade receivables. The factoring agreements supplement the Company's existing factoring programs that are sponsored by certain customers. Under all of the arrangements, the Company sells the trade receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as sales of receivables. The applicable receivables are removed from the Company’s Consolidated Balance Sheets when the cash proceeds are received by the Company.

The Company sold approximately $1.030 billion, $668 million and $351 million of receivables in 2022, 2021 and 2020, respectively. The outstanding principal amounts of receivables under these arrangements amounted to approximately $212 million, $153 million and $57 million, respectively, as of December 31, 2022, 2021 and 2020. The proceeds from the sales of receivables are included in net cash from operating activities in the Consolidated Statements of Cash Flows. The cost of participating in these programs was approximately $12 million, $6 million and $4 million in 2022, 2021 and 2020, respectively, and is included as a component of interest expense.

Expected Credit Losses

The Company is exposed to credit losses primarily through its sales of products. To determine the appropriate allowance for expected credit losses, the Company considers certain credit quality indicators, such as aging, collection history, and creditworthiness of debtors. Regional and Global Credit committees review and approve specific customer allowance reserves. The allowance for expected credit losses is primarily based on two primary factors: i) the aging of the different categories of trade receivables, and ii) a specific reserve for accounts identified as uncollectible.

The Company also considers current and future economic conditions in the determination of the allowance. At December 31, 2022, the Company reported $1.818 billion of trade receivables, net of allowances of $53 million. Based on the aging analysis as of December 31, 2022, approximately 1% of the Company’s accounts receivable were past due by over 365 days based on the payment terms of the invoice.

The following is a roll forward of the Company’s allowances for bad debts for the years ended December 31, 2021 and 2022:

(DOLLARS IN MILLIONS)			Allowance for Bad Debts
Balance at December 31, 2020			$	21
Bad debt expense			6
Write-offs			(1)
Other adjustments(1)			20
Balance at December 31, 2021			46
Bad debt expense(2)			19
Foreign exchange			(12)
Balance at December 31, 2022			$	53

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(1)The adjustment to allowances for bad debts was a result of purchase price allocation related to the Merger with N&B.

(2)The bad debt expense included approximately $11 million related to expected credit losses on receivables from customers located in Russia and Ukraine (for export and domestic sales) due to recent events in those countries. The Company will continue to evaluate its credit exposure related to Russia and Ukraine.

Inventories

Inventories are stated at the lower of cost (on a weighted-average basis) or net realizable value. The Company's inventories consisted of the following:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Raw materials			$	1,073					$	854
Work in process			442						287
Finished goods			1,636						1,375
Total			$	3,151					$	2,516

Leases

The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset.

When the Company determines the arrangement is a lease, or contains a lease, at inception, it then determines whether the lease is an operating lease or a finance lease at the commencement date.

The Company leases property and equipment, principally under operating leases. The Company records a right of use asset and related obligation at the present value of lease payments and, over the term of the lease, depreciates the right of use asset and accretes the obligation to future value. Some of the leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company has elected not to separate non-lease components from lease components for all classes of leased assets.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value, however, most of the Company's leases do not provide a readily determinable implicit rate and the Company calculates the applicable incremental borrowing rate to discount the lease payments based on the term of the lease at lease commencement. The incremental borrowing rate is determined based on the Company's credit rating, currency and lease terms.

Long-Lived Assets

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated on a straight-line basis, principally over the following estimated useful lives: buildings and improvements, 1 to 50 years; machinery and equipment, 1 to 40 years; information technology hardware and software, 1 to 23 years; and leasehold improvements which are included in buildings and improvements, the estimated life of the improvements or the remaining term of the lease, whichever is shorter.

Finite-Lived Intangible Assets

Finite-lived intangible assets include customer relationships, patents, trade names, technological know-how and other intellectual property valued at acquisition and amortized on a straight-line basis over the following estimated useful lives: customer relationships, 10 to 27 years; patents, 11 to 15 years; trade names, 4 to 28 years; and technological know-how, 5 to 28 years.

The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recovered. An estimate of undiscounted future cash flows produced by an asset or group of assets is compared to the carrying value to determine whether impairment exists. If assets are determined to be impaired, the loss is measured based on an estimate of fair value using various valuation techniques, including a discounted estimate of future cash flows.

Impairment of Long-Lived Assets

During the second quarter of 2022, the sales and margins declined for certain entities within Russia due to supply chain issues, reduced product demand and exchange rate volatility. Additionally, future growth is expected to be limited given operating conditions in Russia, which inhibit the required future investment.

In connection with uncertainties related to the Company’s operations in Russia and Ukraine, the Company updated its analysis of the undiscounted cash flows of the applicable asset groups to determine if the cash flows exceeded the carrying values of the applicable asset groups. With respect to an asset group in the Nourish segment, that manufactures and sells in Russia and related markets, it was determined that the undiscounted cash flows were insufficient to cover the carrying value and that an impairment charge was required to write-down the long-lived assets to their fair values. The fair value of such asset group was determined based on a discounted cash flow approach which involved estimating the future cash flows for the business discounted to their present values. The discount rate used in the determination of such fair value was based on consideration of the risks inherent in the cash flows and market as of the valuation date.

As a result of this assessment, the Company recognized an impairment charge of $120 million in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 31, 2022, which was allocated on a pro rata basis to intangible assets and property, plant and equipment within the asset group in the amounts of approximately $92 million and $28 million, respectively.

Goodwill

Goodwill represents the difference between the total purchase price and the fair value of identifiable assets and liabilities acquired in business acquisitions.

The Company tests 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. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded.

The Company identifies their reporting units by assessing whether the components of their reporting units constitute businesses for which discrete financial information is available and management of each reporting unit regularly reviews the operating results of those components. The Company determined that it has six reporting units under the Nourish, Health & Biosciences, Scent and Pharma Solutions segments: (1) Nourish, (2) Fragrance Compounds, (3) Fragrance Ingredients, (4) Cosmetic Actives, (5) Health & Biosciences and (6) Pharma Solutions. These reporting units were determined based on the level at which the performance is measured and reviewed by segment management. In cases where the components of an operating segment have similar economic characteristics, they are aggregated into a single reporting unit.

When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company elects to bypass the qualitative assessment for any reporting units, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value of a reporting unit exceeds its fair value, the Company performs a quantitative goodwill impairment test.

Under the quantitative goodwill impairment test, if a reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference, and the impairment charge will be limited to the amount of goodwill allocated to that reporting unit.

For the third quarter of 2022, the Company determined that the carrying value of the Health & Biosciences reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.250 billion in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 31, 2022 (see Note 6 for additional information).

Income Taxes

The Company accounts for taxes under the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial statement and tax return bases of assets and liabilities, based on enacted tax rates and other provisions of the tax law. The effect of a change in tax laws or rates on deferred tax assets and liabilities is recognized as income in the period in which such change is enacted. Future tax benefits are recognized to the extent that the realization of such benefits is more likely than not, and a valuation allowance is established for any portion of a deferred tax asset that management believes may not be realized.

The Company recognizes uncertain tax positions that it has taken or expects to take on a tax return. Pursuant to accounting requirements, the Company first determines whether it is “more likely than not” its tax position will be sustained if the relevant tax authority were to audit the position with full knowledge of all the relevant facts and other information. For those tax positions that meet this threshold, the Company measures the amount of tax benefit based on the largest amount of tax benefit that it has a greater than 50% chance of realizing in a final settlement with the relevant authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard. The Company maintains a cumulative risk portfolio relating to all of its uncertainties in income taxes in order to perform this analysis, but the evaluation of its tax positions requires significant judgment and estimation in part because, in certain cases, tax law is subject to varied interpretation, and whether a tax position will ultimately be sustained may be uncertain.

Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Retirement Benefits

Current service costs of retirement plans and postretirement health care and life insurance benefits are accrued. Prior service costs resulting from plan improvements are amortized over periods ranging from 10 to 20 years.

Financial Instruments

Derivative financial instruments are used to manage interest and foreign currency exposures. The gain or loss on the hedging instrument is recorded in earnings at the same time as the transaction being hedged is recorded in earnings. The associated asset or liability related to the open hedge instrument is recorded in Prepaid expenses and Other current assets or Other current liabilities, as applicable.

The Company records all derivative financial instruments on the balance sheet at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in Net (loss) income. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI”) in the accompanying Consolidated Balance Sheets and are subsequently recognized in Net income when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges, if any, are recognized as a charge or credit to earnings.

Software Costs

The Company capitalizes direct internal and external development costs for certain significant projects associated with internal-use software and amortizes these costs over seven years. Neither preliminary evaluation costs nor costs associated with the software after implementation are capitalized. Costs related to projects that are not significant are expensed as incurred.

Net (Loss) Income Per Share

Under the two-class method, earnings are adjusted by accretion of amounts to redeemable non-controlling interests recorded at redemption value. The adjustments represent in-substance dividend distributions to the non-controlling interest holders as the holders have a contractual right to receive a specified amount upon redemption. As a result, earnings are adjusted to reflect this in-substance distribution that is different from other common shareholders. In addition, the Company has unvested share based payment awards with a right to receive nonforfeitable dividends and thus are considered participating securities which are required to be included in the computation of basic and diluted earnings per share.

Basic (loss) income per share represents the amount of earnings available to each share of common stock outstanding during the period. Basic (loss) income per share includes the effect of issuing shares of common stock, where (i) for 2021, the prepaid stock purchase contracts (“SPCs”) were converted using the final settlement rate on September 14, 2021 (see Note 11 for additional information) and for 2020, the prepaid SPCs were converted into the minimum number of shares of common stock under the if-converted method, and (ii) an adjustment to (loss) income to reflect adjustments made to record the redeemable value of redeemable non-controlling interests. Diluted (loss) income per share also includes the effect of issuing shares of common stock, assuming (i) stock options and warrants are exercised, (ii) restricted stock units are fully vested under the treasury stock method, and (iii) for 2021, the incremental effect of the prepaid SPCs were converted using the final settlement rate on September 14, 2021 (see Note 11 for additional information) and for 2020, the incremental effect of the prepaid SPCs were converted into the maximum number of shares of common stock under the if-converted method.

Stock-Based Compensation

Compensation cost of all stock-based awards is measured at fair value on the date of grant and recognized over the service period for which awards are expected to vest. The cost of such stock-based awards is principally recognized on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures.

Financing Costs

Costs incurred in the issuance of debt are deferred and amortized as part of interest expense over the stated life of the applicable debt instrument. Unamortized deferred financing costs relating to debt are presented as a reduction in the amount of debt outstanding on the Consolidated Balance Sheets. Unamortized deferred financing costs relating to the revolving credit facility are recorded in Other assets on the Consolidated Balance Sheets.

Redeemable Non-controlling Interests

Non-controlling interests in subsidiaries that are redeemable for cash or other assets outside of the Company’s control are classified as mezzanine equity, outside of equity and liabilities, at the greater of the carrying value or the redemption value. The increases or decreases in the estimated redemption amount are recorded with corresponding adjustments against Capital in excess of par value and are reflected in the computation of earnings per share using the two-class method.

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into assets and liabilities held for sale on the Company’s Consolidated Balance Sheets. The reclassification occurs when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. See Note 21 for additional information.

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” The ASU was issued to provide an update on ASU 2020-04 and ASU 2021-01 that were issued in March 2020 and January 2021, respectively, which provided optional accounting guidance for a limited period of time to ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions to existing accounting requirements for contract modifications and hedge accounting related to transitioning from discontinued reference rates, such as London Interbank Offered Rate (“LIBOR”), to alternative reference rates, if certain criteria are met. With the issuance of ASU 2022-06, the sunset date of Topic 848 has been deferred from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company is currently evaluating the impact of this guidance, but does not expect this guidance to have a material impact on its Consolidated Financial Statements.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This guidance is effective for all entities for annual periods beginning after December 15, 2021 and early adoption is permitted. This guidance was adopted by the Company as of January 1, 2022 using the prospective method of adoption. The adoption of this guidance did not have a material impact on the Consolidated Financial Statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU is intended to provide specific guidance on how to recognize and measure acquired contract assets and liabilities from revenue contracts in a business combination. An acquirer needs to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted, including adoption in an interim period. The Company early adopted ASU 2021-08 during the second quarter of 2022. The adoption of this guidance did not have a material impact on the Consolidated Financial Statements.

NOTE 2. RESTRUCTURING AND OTHER CHARGES

Restructuring and other charges primarily consist of separation costs for employees including severance, outplacement and other benefit (“Severance”) costs as well as costs related to plant closures, principally related to fixed asset write-downs (“Fixed asset write-down”) and all other related restructuring (“Other”) costs. All restructuring and other charges are separately stated on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

Frutarom Integration Initiative

In connection with the acquisition of Frutarom, the Company has been executing an integration plan that, among other initiatives, seeks to optimize its manufacturing network (the “Frutarom Integration Initiative”). As part of the Frutarom Integration Initiative, the Company expects to close approximately 30 manufacturing sites with all closures targeted to occur by the end of 2023. Since the inception of the initiative through December 31, 2022, the Company has closed 22 sites and expensed total costs of approximately $39 million. Total costs for the program are expected to be approximately $42 million including cash and non-cash items.

2019 Severance Program

During 2019, the Company incurred severance charges related to approximately 190 headcount reductions, excluding those previously mentioned under the Frutarom Integration Initiative. The headcount reductions primarily related to the Scent business unit with additional amounts related to headcount reductions in all business units associated with the establishment of a new shared service center in Europe. Since the program’s inception, the Company has expensed approximately $15 million. As of the third quarter of 2022, the program is complete.

2017 Productivity Program

In connection with 2017 Productivity Program, the Company recorded $24 million of charges related to personnel costs and lease termination costs since the program's inception. As of December 31, 2020, the program was completed.

Other Restructuring Charges

For 2022, 2021 and 2020, the Company incurred total charges of approximately $4 million primarily related to the severance costs in connection with the closure of a facility in Germany.

N&B Merger Restructuring Liability

For 2022, the Company incurred approximately $15 million of charges related to severance, lease termination costs, and lease impairment charges. Since the inception of the restructuring activities, there have been approximately 240 headcount reductions and the Company has expensed approximately $45 million.

Changes in Restructuring Liability

Movements in severance-related accruals during 2020, 2021 and 2022 are as follows:

(DOLLARS IN MILLIONS)			Balance at January 1, 2020						Additional Charges (Reversals), Net						Non-Cash Charges						Cash Payments						Balance at December 31, 2020
2017 Productivity Program
Severance			$	1					$	(1)					$	—					$	—					$	—
Frutarom Integration Initiative
Severance			4						2						—						(3)						3
Fixed asset write down			—						12						(12)						—						—
Other(1)			3						2						—						(2)						3
2019 Severance Program
Severance			13						(1)						—						(6)						6
Other Restructuring Charges
Severance			—						3						—						(1)						2
Total restructuring			$	21					$	17					$	(12)					$	(12)					$	14

(DOLLARS IN MILLIONS)			Balance at January 1, 2021						Additional Charges (Reversals), Net						Non-Cash Charges						Cash Payments						Balance at December 31, 2021
Frutarom Integration Initiative
Severance			$	3					$	5					$	—					$	(3)					$	5
Fixed asset write down			—						5						(5)						—						—
Other(1)			3						—						—						—						3
2019 Severance Program
Severance			6						—						—						(1)						5
Other Restructuring Charges
Severance			2						—						—						(1)						1
Other(2)			—						1						—						(1)						—
N&B Merger Restructuring Liability
Severance			—						27						—						(12)						15
Other(3)			—						3						(3)						—						—
Total restructuring			$	14					$	41					$	(8)					$	(18)					$	29

(DOLLARS IN MILLIONS)			Balance at January 1, 2022						Additional Charges (Reversals), Net						Non-Cash Charges						Cash Payments												Balance at December 31, 2022
Frutarom Integration Initiative
Severance			$	5					$	1					$	—					$	(2)											$	4
Fixed asset write down			—						3						(3)						—												—
Other(1)			3						(2)						—						(1)												—
2019 Severance Program
Severance			5						(5)						—						—												—
Other Restructuring Charges
Severance			1						—						—						—												1
N&B Merger Restructuring Liability
Severance			15						8						—						(14)												9
Other(3)			—						7						(2)						(4)												1
Total restructuring			$	29					$	12					$	(5)					$	(21)											$	15

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(1)Includes supplier contract termination costs, consulting and advisory fees.

(2)Includes charges related to legal settlement costs.

(3)Includes lease impairment charges and losses incurred from restructuring activities as a result of the Merger with N&B.

Charges by Segment

The following table summarizes the total amount of costs incurred in connection with these restructuring programs and activities by segment:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Nourish			$	8					$	32					$	10
Health & Biosciences			2						5						—
Scent			1						3						7
Pharma Solutions			1						1						—
Total Restructuring and other charges			$	12					$	41					$	17

NOTE 3. ACQUISITIONS

Acquisition of Health Wright Products

On April 1, 2022 (“Acquisition Date”), the Company completed its acquisition of Health Wright Products, Inc. (“Health Wright”). IFF acquired 100% of the equity of Health Wright pursuant to a purchase agreement entered into on February 16, 2022. Health Wright is known in the consumer Health and Nutrition industries for providing high quality nutritional supplements. The acquisition was made in order to strengthen formulation and finished format capabilities to IFF’s Health & Biosciences probiotics, natural extracts and botanical businesses.

The acquisition was accounted for under the purchase method. The fair value of consideration transferred was approximately $157 million, including cash and estimated contingent consideration of $31 million. The preliminary purchase price allocation has been performed and resulted in intangible assets of approximately $75 million, and approximately $45 million of goodwill (which is deductible for income tax purposes). The intangible assets primarily consisted of customer relationships of approximately $74 million that have been fair valued using the Multi-Period Excess Earning Method and which are being amortized over a period of approximately 19 years.

The purchase price allocation was finalized as of the end of 2022 when the Company finalized the valuation of the acquired goodwill, intangible assets (trade names and customer relationships) and inventory, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded.

The Company remeasured the fair value of contingent consideration as of December 31, 2022 and recognized a credit of approximately $5 million, within Selling and administrative expenses, for changes in the fair value of contingent consideration obligations. The reduction in the fair value of contingent consideration primarily resulted from changes in the probability assessment of achieving the performance targets.

The measurement period adjustments were recorded during the year ended December 31, 2022 and the purchase price allocation is complete as of December 31, 2022.

No pro forma information for 2022 was presented as the acquisition was not material to the Consolidated Financial Statements.

Transaction with Nutrition & Biosciences, Inc.

On February 1, 2021, IFF completed the Merger with N&B. Pursuant to the transaction related agreements, DuPont transferred its N&B Business to N&B, a wholly-owned subsidiary of DuPont, and N&B merged with and into a wholly owned subsidiary of IFF in exchange for 141,740,461 shares of IFF common stock, par value $0.125 per share (“IFF Common Stock”).

The Company completed its Merger with N&B in a Reverse Morris Trust transaction (the “Transactions”), pursuant to which the Company acquired the N&B Business of DuPont. In the Transactions, among other steps (i) DuPont transferred the N&B Business to N&B (the “Separation”); (ii) N&B made a cash distribution to DuPont of approximately $7.359 billion, subject to certain adjustments (the “Special Cash Payments”); (iii) DuPont distributed to its stockholders all of the issued and outstanding shares of N&B common stock by way of an exchange offer (the “Distribution”), and; (iv) N&B merged with and into a wholly owned subsidiary of IFF. As a result of the Merger, the existing shares of N&B common stock were automatically converted into the right to receive a number of shares of IFF Common Stock. Immediately after the Merger, holders of DuPont’s common stock that received shares of N&B common stock in the Distribution owned approximately 55.4% of the outstanding shares of IFF Common Stock on a fully diluted basis and existing holders of IFF Common Stock owned approximately 44.6% of the outstanding shares of IFF on a fully diluted basis.

The Merger was accounted for using the purchase method of accounting in accordance with ASC Topic 805, Business Combinations, with IFF identified as the acquirer. As a result of the Merger, N&B’s assets, liabilities and the operating results of N&B were included in the Company’s financial statements from the Closing Date. N&B contributed net sales of approximately $6.084 billion and net income of approximately $11 million for the year ended December 31, 2021, which included the effects of purchase accounting adjustments, primarily related to changes in amortization of intangible assets, depreciation of property, plant and equipment and amortization of stepped up inventory.

Prior to the Distribution, N&B incurred new indebtedness in the form of term loans and senior notes in an aggregate principal amount of $7.500 billion to pay the Special Cash Payments made to DuPont stockholders. See Note 9 for additional information regarding the new term loans and senior notes incurred by N&B and subsequently assumed by IFF.

Purchase Price

The following table summarizes the aggregate purchase price consideration paid to acquire N&B (in millions, except share and per share data):

(DOLLARS IN MILLIONS)
Fair value of common stock issued to DuPont stockholders(1)			$	15,929
Fair value attributable to pre-merger service for replacement equity awards(2)			25
Pension funding adjustment(3)			(12)
Total purchase consideration			$	15,942

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(1)The fair value of common stock issued to DuPont stockholders represents 141,740,461 shares of the Company's common stock determined based on the number of fully diluted shares of IFF common stock, immediately prior to the Closing Date, multiplied by the quotient of 55.4%/44.6% and IFF common stock closing share price of $112.38 on the New York Stock Exchange on the Closing Date.

(2)At the time of the Transactions, each outstanding stock option, cash-settled stock appreciation right (“SAR”), restricted stock unit (“RSU”) award, and restricted stock award (“RSA”) with respect to DuPont common stock held by employees of N&B were canceled and converted into similar classes of equity awards of IFF’s Class A Common Stock. Further, each outstanding Performance Share Unit (“PSU”) award with respect to DuPont common stock held by employees of N&B were canceled and converted into IFF’s RSU awards. The conversion was based on the ratio of the volume-weighted average per share closing price of DuPont stock on the twenty trading days prior to the Closing Date and IFF’s stock on the twenty trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger (see Note 13 for additional information).

(3)The Merger related agreements provided that if the net pension balance of N&B as of the Closing Date differs from $220 million, such differential amount would be settled in cash. The Company estimated the amount that it would receive and, accordingly, made an adjustment of $12 million to the total purchase consideration.

Purchase Price Allocation

The Merger with N&B was accounted for under the acquisition method under which the Company allocated the purchase consideration to the tangible net assets and identifiable assets acquired based on estimated fair values at the Closing Date, and recorded the excess of consideration over the fair values of net assets acquired as goodwill. The purchase price allocation was finalized as of the end of 2021 when the Company finalized the valuation of the acquired property, plant and equipment, goodwill, intangible assets (trade names, customer relationships, IPR&D, and technological know-how), inventory and leases, in addition to ensuring all other assets and liabilities and contingencies had been identified and recorded. Further, the assessment of certain contingencies including loss contracts and environmental liabilities, pension and postretirement benefit obligations and taxes was completed. Additionally, in connection with finalizing the purchase price allocation, the Company finalized the projected combined future tax rate applied to the valuation of assets and recorded the applicable adjustments to the values of goodwill and intangible assets.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of February 1, 2021, presenting both the preliminary and final purchase price allocations:

(DOLLARS IN MILLIONS)			Preliminary Estimated Fair Value as Reported in the First Quarter of 2021						Measurement Period Adjustments (1)(2)						Final Fair Value as Reported in the Fourth Quarter of 2021
Cash and cash equivalents			$	207					$	(14)					$	193
Receivables			962						(9)						953
Inventory			1,615						(25)						1,590
Prepaid expenses and other current assets			342						32						374
Property, plant and equipment			3,242						(176)						3,066
Deferred income taxes			75						8						83
Intangible assets			9,176						47						9,223
Other assets			702						116						818
Accounts payable and accrued liabilities			(1,028)						(51)						(1,079)
Accrued payroll and employee benefits			(163)						15						(148)
Deferred tax liabilities(3)			(2,369)						(26)						(2,395)
Long-term debt			(7,636)						—						(7,636)
Other long-term liabilities			(907)						12						(895)
Total identifiable net assets assumed			4,218						(71)						4,147
Non-controlling interest			(26)						4						(22)
Goodwill(4)			11,762						55						11,817
Purchase price			$	15,954					$	(12)					$	15,942

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(1)The preliminary fair value purchase price allocation of the assets and liabilities acquired in the N&B Merger as reported in the first quarter of 2021 were updated during the nine months ended December 31, 2021 to reflect updated fair values for intangible assets, property, plant and equipment, equity method investments and inventory. In addition, the carrying amounts of certain assets and liabilities were updated based on additional analysis of acquired assets and liabilities that existed at the Closing Date.

(2)During the fourth quarter of 2021, the Company recorded an adjustment to reflect the receipt of approximately $53 million in cash from DuPont as a result of finalization of adjustments to the Special Cash Payment paid to DuPont by N&B, prior to the close of the Transactions.

(3)The change to deferred tax liabilities was primarily a result of the finalization of the jurisdictional allocation of the tangible and intangible assets. All measurement period adjustments were offset against goodwill.

(4)The cumulative impact of the adjustments during the nine months ended December 31, 2021 resulted in a $55 million increase to goodwill.

Acquired inventory is comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The fair value step-up has been amortized to “Cost of goods sold” in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income, for the year ended December 31, 2021, as the inventory was sold.

The fair value of property, plant and equipment was primarily calculated using the cost approach, which determined the replacement costs for the assets and adjusted them for their age and condition. The fair value of the land assets was determined via the sales comparison approach.

The long-term debt assumed was comprised of a Term Loan Facility and Notes. The fair value of the Notes was determined on the basis of unadjusted quoted prices on an over-the-counter market. The fair value of the long-term debt assumed as part of the Term Loan Facility was based on the total indebtedness at the time of closing the Merger. See Note 9 for additional information regarding the new term loans and senior notes incurred by N&B and subsequently assumed by IFF.

The Company recognized $11.817 billion of goodwill in connection with the N&B Merger, which was in part attributable to expected synergies generated by the integration of N&B including cross-selling benefits as well as cost synergies. Substantially all of the goodwill was not deductible for income tax purposes. Goodwill of $2.900 billion, $6.712 billion, $876 million and $1.329 billion was allocated to the Nourish, Health & Biosciences, Scent and Pharma Solutions segments, respectively.

The fair value and useful lives of the identifiable intangible assets assumed as of February 1, 2021 were as follows:

(DOLLARS IN MILLIONS)			Amounts			Useful Lives
Indefinite-lived intangible assets
In-process research and development			$	13		Indefinite
Finite-lived intangible assets
Trade names			261			4 to 22 years
Customer relationships			6,734			11 to 27 years
Technological know-how			2,194			5 to 18 years
Other			21			2 years
Total finite-lived intangible assets			9,210
Total			$	9,223

The fair value of intangible assets was generally determined using an income method (specifically, for customer relationships, the multi-period excess earnings method), which was based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflected a consideration of other market participants, and included the amount and timing of future cash flows (including revenue growth rates, gross margins and operating expenses), royalty rates used in the relief from royalty method, customer attrition rates, product obsolescence factors, a brand’s relative market position and the discount rates applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also required significant judgment. Trade names, customer relationships and technological know-hows are expected to have finite lives. The costs of finite lived intangible assets are amortized through expense over their estimated lives.

Lease liabilities, included in “Other current liabilities” and “Operating lease liabilities” in the Consolidated Balance Sheets, at the Closing Date, were remeasured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of the Company as if the acquired leases were new leases as of the Closing Date. Right-of-use assets included in “Operating lease right-of-use assets” in the Consolidated Balance Sheets as of the Closing Date, were principally equal to the amount of the lease liability at the Closing Date, adjusted for any fair value adjustments for off-market leases. The Company reviewed the acquired leases and applied a $15 million adjustment to reflect off-market leases. The remaining lease term was based on the remaining term at the Closing Date plus any renewal or extension options that the Company was reasonably certain would be exercised.

Net defined benefit plan liabilities were recognized based on appropriate actuarial assumptions and asset valuations as of the Closing Date and, accordingly, liabilities of approximately $221 million were recorded.

The Company accrued approximately $75 million related to certain product liability and legal contingencies for which it was determined that a liability existed at the Closing Date. Of this amount, approximately $61 million was related to the finding of certain grades of microcrystalline cellulose (Avicel® PH 101, 102, and 200 NF and Avicel® RC-591 NF) being out-of-specification. See Note 19 for additional information.

The deferred income tax assets and liabilities included the expected future federal, state and foreign tax consequences associated with temporary differences between the fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represented the enacted statutory tax rates at the effective date of the Merger in the jurisdictions in which legal title of the underlying asset or liability resides. See Note 10 for additional information related to income taxes.

The Company incurred transaction-related costs of approximately $91 million and $29 million in 2021 and 2020, respectively. The transaction-related costs primarily consisted of merger and acquisition advisory, legal and professional fees in 2021 and legal and professional fees in 2020.

Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of IFF and N&B as if the Merger had been completed as of January 1, 2020. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger and related borrowings had taken place on January 1, 2020, nor are they indicative of future results. The unaudited pro forma financial information for the year ended December 31, 2021 includes IFF results, including the post-Merger results of N&B, since February 1, 2021, and pre-Merger results of N&B for the period January 1, 2021 through January 31, 2021.

The unaudited pro forma results for the year ended December 31, 2021 and 2020 were as follows:

									Year Ended December 31,
(DOLLARS IN MILLIONS)															2021						2020
Unaudited pro forma net sales															$	12,163					$	11,143
Unaudited pro forma net income attributable to the Company															687						192

The unaudited pro forma results for all periods include adjustments made to account for certain costs and transactions that would have been incurred had the Merger been completed as of January 1, 2020, including amortization charges for acquired intangibles assets, adjustments for transaction costs, adjustments for depreciation expense for property, plant and equipment, inventory step-up and adjustments to interest expense. These adjustments are net of any applicable tax impact and were included to arrive at the pro forma results above.

NOTE 4. BUSINESS DIVESTITURE

Divestiture of Microbial Control

During the third quarter of 2021, the Company announced it had entered into an agreement to sell its Microbial Control business unit, which was a part of the Health & Biosciences segment. The Company acquired the Microbial Control business unit as part of the Merger with N&B.

The Company completed the divestiture of the Microbial Control business unit on July 1, 2022 and received cash proceeds of approximately $1.254 billion, of which approximately $36 million was attributable to future services to be provided under certain transition service agreements as described below. Certain transaction costs related to the divestiture of approximately $11 million, which was contingent upon the consummation of the divestiture, were determined to be direct costs to sell and, as such, were adjusted against the fair value of the sale consideration. In addition, approximately $15 million of cash proceeds held in escrow were released to the Company upon satisfaction of certain conditions. The sale consideration was further reduced by approximately $3 million for certain post-closing adjustments, which were primarily related to cash, indebtedness and working capital balances.

The Company entered into transition services agreements with the buyer for providing certain general accounting, information technology and other services up to 19 months following the date of the sale for minimal consideration. The fair value of these transition service agreements was determined to be approximately $36 million, which was adjusted against the sale consideration and recognized as deferred transition services income.

For the year ended December 31, 2022, the transition services income under the transition services agreements was approximately $11 million and was recognized as a reduction to the costs incurred to provide services under the transition service agreements, which was included in Selling and administrative expenses on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

The following table summarizes the fair value of the sale consideration received in connection with the divestiture:

(DOLLARS IN MILLIONS)
Cash proceeds from the buyer			$	1,254
Escrow proceeds			15
Proceeds attributable to transition service agreements			(36)
Direct costs to sell			(11)
Net cash settlement for post-closing adjustments			(3)
Fair value of sale consideration			$	1,219

The net proceeds received from business divestiture presented under Cash flows from investing activities represent the cash portion of the sale consideration, which was determined as the fair value of sale consideration reduced by the amount held in escrow and the Cash transferred to the buyer on the closing balance sheet as part of the transaction. The following table summarizes the different components of net proceeds received from business divestiture presented under Cash flows from investing activities:

(DOLLARS IN MILLIONS)
Fair value of sale consideration			$	1,219
Cash transferred to the buyer on the closing balance sheet			(49)
Employee reimbursement receivable			(1)
Net proceeds received from business divestiture			$	1,169

The carrying amount of net assets associated with the Microbial Control business unit was approximately $1.208 billion. The major classes of assets and liabilities sold consisted of the following:

(DOLLARS IN MILLIONS)			June 30, 2022
Assets
Current assets			$	263
Goodwill and other intangible assets, net			867
Equity method investment			74
Other assets			80
Total assets			$	1,284
Liabilities
Accounts payable			$	41
Other liabilities			35
Total liabilities			$	76

As a result of the divestiture, the Company recognized a pre-tax gain of approximately $11 million presented in Other income, net on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 31, 2022. The Company also recognized the income tax effects associated with the divestiture of approximately $96 million based on preliminary estimates as of December 31, 2022.

NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following amounts:

(DOLLARS IN MILLIONS)			December 31,
2022						2021
Asset Type
Land			$	199					$	223
Buildings and improvements			1,697						1,764
Machinery and equipment			3,344						3,442
Information technology			291						271
Construction in process			649						461
Total Property, Plant and Equipment			6,180						6,161
Accumulated depreciation			(1,977)						(1,793)
Total Property, Plant and Equipment, Net			$	4,203					$	4,368

Impairment of Property, Plant and Equipment

As discussed in Note 1, for the year ended December 31, 2022 an impairment charge of approximately $28 million was recorded in connection with property, plant and equipment, primarily buildings and improvements, of an asset group that operates primarily in Russia.

Depreciation

Depreciation expense was $452 million, $424 million and $132 million for the years ended December 31, 2022, 2021 and 2020, respectively.

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

In the first quarter of 2021, in connection to the Merger, the Company reorganized its reporting structure. In connection with this reorganization, goodwill was reassigned among reporting units using a relative fair value approach based on the fair value of the elements transferred and the fair value of the elements remaining within the original reporting units. The Company tested goodwill for impairment on a pre-reorganization basis and determined there was no impairment for the affected reporting units. In connection with the reorganization, $985 million of goodwill previously included in the legacy Taste segment, now the Nourish segment, was moved to the Scent and Health & Biosciences segments amounting to $257 million and $728 million, respectively.

Movements in goodwill attributable to each reportable segment during the years ended December 31, 2021 and 2022 were as follows:

(DOLLARS IN MILLIONS)			Nourish						Health & Biosciences						Scent						Pharma Solutions						Total
Balance at December 31, 2020			$	4,859					$	—					$	734					$	—					$	5,593
Acquisitions(1)			2,900						6,712						876						1,329						11,817
Transferred to assets held for sale(2)			—						(536)						—						—						(536)
Reduction from business divestiture			(27)						—						—						—						(27)
Foreign exchange			(192)						(155)						(39)						(47)						(433)
Reallocation			(985)						728						257						—						—
Balance at December 31, 2021			6,555						6,749						1,828						1,282						16,414
Acquisitions(3)			—						45						—						—						45
Impairment			—						(2,250)						—						—						(2,250)
Transferred to assets held for sale(4)			(306)						—						(42)						—						(348)
Foreign exchange			(199)						(223)						(41)						(43)						(506)
Balance at December 31, 2022			$	6,050					$	4,321					$	1,745					$	1,239					$	13,355

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(1)Acquisitions relate to the Merger with N&B. See Note 3 for additional information.

(2)Transferred to assets held for sale relate to the Microbial Control business unit that was classified as “held for sale” as of December 31, 2021.

(3)Acquisitions relate to the acquisition of Health Wright. See Note 3 for additional information.

(4)Transferred to assets held for sale relate to the portion of the Savory Solutions business and Flavor Specialty Ingredients business that were classified as “held for sale” as of December 31, 2022. See Note 21 for additional information.

Goodwill Impairment Test

For the annual impairment test as of November 30, 2022, the Company elected to bypass the qualitative assessment for all reporting units, Step 0 of the guidance in ASC Topic 350, Intangibles – Goodwill and Other, which allows for the assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. For all six reporting units, the Company performed a Step 1 test.

The Company assessed the fair value of the reporting units using an income approach. Under the income approach, the Company determined the fair value by using a discounted cash flow method at a rate of return that reflects the relative risk of the projected future cash flows of each reporting unit, as well as a terminal value. The Company used the most current actual and forecasted operating data available. Key estimates and assumptions used in these valuations include revenue growth rates, gross margins, EBITDA margins, terminal growth rates and discount rates.

In performing the quantitative impairment test, the Company determined that the fair value of the six reporting units exceeded their carrying values and determined that there was no further impairment of goodwill at any of the Company’s six reporting units as of November 30, 2022. Based on the quantitative impairment test performed, the Company determined that all reporting units except the Health & Biosciences reporting unit had excess fair value over carrying value of more than 25%.

As of November 30, 2022, the Health & Biosciences reporting unit had excess fair value over carrying value of approximately 3% and goodwill of approximately $4.321 billion. While management believes that the assumptions used in the impairment test were reasonable, changes in key assumptions, including lower revenue growth, operating margin, terminal growth rates or increase in discount rates could result in a future impairment.

If current long-term projections for these reporting units are not realized or materially decrease, the Company may be required to write-off all or a portion of the goodwill. Such charge could have a material effect on the Consolidated Statements of Operations and Balance Sheets.

For the third quarter of 2022, the Company determined that goodwill impairment triggering events occurred for its Nourish, Health & Biosciences and Pharma Solutions reporting units, which required it to complete an interim impairment assessment. The primary indicators that were deemed to be triggering events in the quarter for the reporting units were declines in the Company’s projections across various reporting units and ongoing adverse macroeconomic impacts such as inflation, increases in interest rates and unfavorable effects from exchange rates. As a result of the triggering events, the Company assessed the fair value of the reporting units using the income approach.

In performing the quantitative impairment test, the Company determined that the fair value of the Nourish and Pharma Solutions reporting units exceeded their carrying value, and determined that there was no impairment of goodwill relating to these reporting units. The Company determined that the carrying value of the Health & Biosciences reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.250 billion in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 31, 2022.

Other Intangible Assets

Other intangible assets, net consisted of the following amounts:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Asset Type
Customer relationships			$	8,318					$	8,935
Technological know-how			2,339						2,494
Trade names & patents			358						411
Other			47						50
Total carrying value			11,062						11,890
Accumulated Amortization
Customer relationships			(1,252)						(887)
Technological know-how			(589)						(388)
Trade names & patents			(97)						(68)
Other			(42)						(41)
Total accumulated amortization			(1,980)						(1,384)
Other intangible assets, net			$	9,082					$	10,506

Impairment of Intangible Assets

As discussed in Note 1, for the year ended December 31, 2022, an impairment charge of approximately $92 million was recorded in connection with intangible assets, primarily customer relationships and technological know-how, of an asset group that operates primarily in Russia, which was included within accumulated amortization.

Amortization

Amortization expense was $727 million for the year ended December 31, 2022, $732 million for the year ended December 31, 2021 and $193 million for the year ended December 31, 2020. Amortization expense for the next five years and thereafter, based on valuations and determinations of useful lives, is expected to be as follows:

			December 31,
(DOLLARS IN MILLIONS)			2023						2024						2025						2026						2027
Estimated future intangible amortization expense			$	703					$	702					$	699					$	697					$	598

NOTE 7. OTHER CURRENT ASSETS AND LIABILITIES, AND OTHER ASSETS

Prepaid expenses and other current assets consisted of the following amounts:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Value-added tax receivable			$	212					$	178
Income tax receivable			129						131
Packaging materials			148						128
Prepaid expenses			144						160
Other			137						131
Total			$	770					$	728

Other assets consisted of the following amounts:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Finance lease right-of-use assets			$	22					$	21
Deferred income taxes			158						82
Overfunded pension plans			180						136
Cash surrender value of life insurance contracts			45						52
Equity method investments			10						86
Other(1)			284						239
Total			$	699					$	616

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(1)Includes land usage rights in China, long term deposits and receivables on certain derivative instruments.

Other current liabilities consisted of the following amounts:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Rebates and incentives payable			$	99					$	113
Value-added tax payable			65						50
Interest payable			55						48
Current pension and other postretirement benefit obligation			10						11
Accrued insurance (including workers’ compensation)			9						10
Restructuring and other charges			15						29
Current operating lease obligation			86						109
Accrued freight			18						—
Accrued commissions payable			11						13
Accrued income taxes			313						94
Accrued expenses payable			256						270
Other			91						85
Total			$	1,028					$	832

NOTE 8. LEASES

The Company has leases for corporate offices, manufacturing facilities, research and development facilities, and certain transportation and office equipment, the majority of which are operating leases. The Company's leases have remaining lease terms of up to 50 years, some of which include options to extend the leases for up to 7 years.

The components of lease expense were as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Operating lease cost			$	187					$	168					$	62
Finance lease cost			8						7						4

Supplemental cash flow information related to leases was as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow for operating leases			$	135					$	129					$	52
Financing cash flow for finance leases			7						6						4
Right-of-use assets obtained in exchange for lease obligations
Operating leases			60						88						63
Finance leases			7						15						6

Supplemental balance sheet information related to leases was as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Operating Leases
Operating lease right-of-use assets			$	636					$	767
Current operating lease obligations(2)			86						109
Operating lease liabilities			565						670
Total operating lease liabilities			$	651					$	779
Finance Leases
Finance lease right-of-use assets(1)			$	22					$	21
Current finance lease obligations(2)			5						5
Finance lease liabilities(3)			12						15
Total finance lease liabilities			$	17					$	20

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(1)Presented in Other assets in the Consolidated Balance Sheets.

(2)Presented in Other current liabilities in the Consolidated Balance Sheets.

(3)Presented in Other liabilities in the Consolidated Balance Sheets.

Weighted average remaining lease term and discount rate were as follows:

			December 31,
			2022						2021
Weighted average remaining lease term in years
Operating leases			10.1						11.1
Finance leases			4.0						4.3
Weighted average discount rate
Operating leases			4.03		%				2.73		%
Finance leases			2.59		%				1.85		%

Maturities of lease liabilities as of December 31, 2022 were as follows:

(DOLLARS IN MILLIONS)			Operating Leases						Finance Leases						Total
2023			$	111					$	6					$	117
2024			103						3						106
2025			89						4						93
2026			78						3						81
2027			66						2						68
Thereafter			363						—						363
Total undiscounted liabilities			810						18						828
Less: Imputed interest			(159)						(1)						(160)
Total lease liabilities			$	651					$	17					$	668

Right-of-use assets and lease liabilities acquired from N&B were remeasured at the present value of the future minimum lease payments over the remaining lease term utilizing an updated incremental borrowing rate of the Company as if the acquired leases were new leases as of the Closing Date. Right-of-use assets were further adjusted for any off-market terms of the lease. The remaining lease term is based on the remaining term at the Closing Date plus any renewal or extension options that the Company is reasonably certain will be exercised. Additionally, the Company has elected short-term lease treatment for those acquired lease contracts which, at the Closing Date, have a remaining lease term of 12 months or less. For the leases acquired through the Transactions, the Company will retain the previous lease classification. This resulted in an increase in both right-of-use assets and operating lease liabilities of approximately $525 million and $523 million, respectively, as of the Closing Date.

As a result of the Company’s acquisition of Health Wright, there was an increase of approximately $22 million in finance lease right-of-use assets and $21 million in finance lease liabilities as of the Acquisition Date. In the fourth quarter of 2022, the Company exercised its option to purchase the asset and, as such, de-recognized the finance lease right-of-use assets and finance lease liabilities.

NOTE 9. DEBT

Debt consisted of the following at December 31:

(DOLLARS IN MILLIONS)			Effective Interest Rate						2022						2021
2022 Notes(3)			0.69		%				$	—					$	300
2023 Notes(1)			3.30		%				300						300
2024 Euro Notes(1)			1.88		%				532						565
2025 Notes(3)			1.22		%				1,000						1,001
2026 Euro Notes(1)			1.93		%				845						900
2027 Notes(3)			1.56		%				1,215						1,218
2028 Notes(1)			4.57		%				398						397
2030 Notes(3)			2.21		%				1,510						1,511
2040 Notes(3)			3.04		%				774						775
2047 Notes(1)			4.44		%				495						494
2048 Notes(1)			5.12		%				787						786
2050 Notes(3)			3.21		%				1,571						1,572
2024 Term Loan Facility(4)			3.65		%				625						625
2026 Term Loan Facility(4)			4.92		%				625						625
Commercial Paper(5)									187						324
Amended Revolving Credit facility(6)									100						—
Bank overdrafts and other									6						7
Total debt									$	10,970					$	11,400
Less: Short term borrowings(2)									(597)						(632)
Total Long-term debt									$	10,373					$	10,768

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(1)Amount is net of unamortized discount and debt issuance costs.

(2)Includes bank borrowings, overdrafts, current portion of long-term debt and commercial paper.

(3)Assumed by the Company as part of the N&B Merger. Amount is net of unamortized premium and debt issuance costs.

(4)Assumed by the Company as part of the N&B Merger and recorded at fair value.

(5)The effective interest rate of commercial paper issuances fluctuate as short-term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Additionally, the effective interest rate of commercial paper is not meaningful as issuances do not materially differ from short-term interest rates. Proceeds from the issuance of commercial paper include $225 million of proceeds with original maturities greater than three months.

(6)The interest rate on the Amended Revolving Credit Facility is, at the applicable borrower's option, a per annum rate equal to either (x) an eurocurrency rate plus an applicable margin varying from 1.000% to 1.625% or (y) a base rate plus an applicable margin varying from 0.000% to 0.625%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.

Term Loan Facility and Senior Notes assumed as part of the N&B Merger

Following the Merger, the Company assumed the indebtedness incurred by N&B in the debt financings completed prior to the Distribution. This indebtedness includes (i) a Term Loan Facility of $1.250 billion pursuant to the term loan credit agreement (the “N&B Term Loan Facility”) and (ii) a series of Senior Notes in the aggregate amount of $6.250 billion with maturities ranging from 2 to 30 years as further described below. N&B’s indebtedness raised prior to the Merger was used to finance the Special Cash Payment to DuPont, which has been paid, and for the satisfaction of the related transaction fees and expenses. See Note 3 for additional information.

N&B Term Loan Facility

The N&B Term Loan Facility was funded on February 1, 2021, and provides for a senior unsecured term loan credit facility in an aggregate principal amount of $1.250 billion, comprised of a $625 million three-year tranche (“2024 Term Loan Facility”) and a $625 million five-year tranche (“2026 Term Loan Facility”). Interest for each tranche equals, at the Company’s option, a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 0.750% to 2.000% for the three-year tranche and from 1.125% to 2.375% for the five-year tranche or (y) a base rate plus an applicable margin varying from 0.000% to 1.000% for the three-year tranche and from 0.125% to 1.375% for the five-year tranche, in each case depending on the class of IFF’s non-credit-enhanced, senior unsecured long-term debt credit rating.

The 2024 Term Loan Facility and 2026 Term Loan Facility are subject to customary affirmative and negative covenants and events of default after the Closing Date of the Merger. On and after the Closing Date of the N&B Transaction, the 2024 Term Loan Facility and 2026 Term Loan Facility are also subject to a financial covenant requiring maintenance of a maximum consolidated leverage ratio of 4.75x, with step downs to 3.50x over time, with the first step-down which occurred after the fiscal quarter ended December 31, 2021 and the final step-down occurring after the fiscal quarter ending June 30, 2023, with a step-up if the Company consummates certain qualified acquisitions.

On August 4, 2022, the Company and certain of its subsidiaries entered into Amendment No. 2 To Credit Agreement which amended and restated the Company’s Credit Agreement among the Company, certain of its subsidiaries, the banks, financial institutions and other institutional lenders party thereto, and Morgan Stanley Senior Funding, Inc. as administrative agent. Pursuant to the amendment, the 2024 Term Loan Facility and 2026 Term Loan Facility are subject to a financial covenant requiring maintenance of a maximum consolidated leverage ratio of 4.50x until and including the end of the fiscal quarter ending on June 30, 2023, stepping down to 4.25x until and including the end of the fiscal quarter ending on March 31, 2024, stepping down further to 4.00x until and including the end of the fiscal quarter ending on June 30, 2024, stepping down further to 3.75x until and including the end of the fiscal quarter ending on September 30, 2024, stepping down further to 3.50x thereafter, with a step-up in connection with certain qualifying acquisitions. The Company was in compliance with all covenants as of December 31, 2022.

N&B Senior Notes

On September 16, 2020, N&B issued $6.250 billion in aggregate principal amount of senior unsecured notes consisting of: (i) $300 million senior unsecured notes which matured on September 15, 2022 (the “2022 Notes”), bearing interest at a rate of 0.697% per year, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2021; (ii) $1.000 billion senior unsecured notes maturing on October 1, 2025 (the “2025 Notes”), bearing interest at a rate of 1.230% per year, payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2021; (iii) $1.200 billion senior unsecured notes maturing on October 15, 2027 (the “2027 Notes”), bearing interest at a rate of 1.832% per year, payable semi-annually on April 15 and October 15 of each year, beginning April 15, 2021; (iv) $1.500 billion senior unsecured notes maturing on November 1, 2030 (the “2030 Notes”), bearing interest at a rate of 2.300% per year, payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2021; (v) $750 million senior unsecured notes maturing on November 15, 2040 (the “2040 Notes”), bearing interest at a rate of 3.268% per year, payable semi-annually on May 15 and November 15 of each year, beginning May 15, 2021, and; (vi) $1.500 billion senior unsecured notes maturing on December 1, 2050 (the “2050 Notes”), bearing interest at a rate of 3.468% per year, payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2021.

Interest on each series of notes began accruing from September 16, 2020 payable semi-annually in arrears as described above. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

On September 15, 2022, the Company repaid the full $300 million outstanding of its 2022 Notes at maturity.

Amended Revolving Credit Facility

On August 4, 2022, the Company and certain of its subsidiaries entered into the Amendment No. 1 To Credit Agreement which amended and restated the Company’s Revolving Credit Facility (previously and more recently amended and restated as of July 28, 2021) among the Company, certain of its subsidiaries, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A. as administrative agent.

The interest rate on the Amended Revolving Credit Facility is, at the applicable borrower's option, a per annum rate equal to either (x) an eurocurrency rate plus an applicable margin varying from 1.000% to 1.625% or (y) a base rate plus an applicable margin varying from 0.000% to 0.625%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.

The Amended Revolving Credit Facility is available for general corporate purposes of each borrower and its subsidiaries. The obligations under the Amended Revolving Credit Facility are unsecured and the Company has guaranteed the obligations of each other borrower under the Amended Revolving Credit Facility. The Company pays a commitment fee on the aggregate unused commitments; such fee is not material. The Amended Revolving Credit Agreement contains various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including a maximum permitted ratio of Net Debt to Consolidated EBITDA of 4.50x as of December 31, 2022, with step-downs to 3.50x over time, with a step-up if the Company consummates certain qualifying acquisitions.

In connection with the initial issuance of the Revolving Credit Facility, the Company incurred $1 million of debt issuance costs. As of December 31, 2022, the Company was in compliance with all covenants under the Amended Revolving Credit Facility. As of December 31, 2022, total capacity under the Amended Revolving Credit Facility was $2.000 billion, with $100 million outstanding borrowings. Under the amended terms of the Revolver Credit Agreement, the Amended Revolving Credit Facility increased from $1.000 billion to $2.000 billion, maturing on July 28, 2026. At the option of the Company, the facility may be increased to $2.500 billion subject to certain conditions. As the Amended Revolving Credit Facility is a multi-year revolving credit agreement, the Company classifies as long-term debt the portion that it has the intent and ability to maintain outstanding longer than 12 months.

During 2022, the Company had draw downs of $550 million and repayments of $450 million under the Amended Revolving Credit Facility. There were no draw downs or repayments under the Amended Revolving Credit Facility in 2021.

2018 Senior Unsecured Notes

On September 25, 2018 the Company issued €300 million aggregate principal amount of senior unsecured notes that matured on September 25, 2021 (the “2021 Euro Notes”). The 2021 Notes bore interest at a rate of 0.5% per year, payable annually on September 25 of each year, beginning September 25, 2019. Total proceeds from the issuance of the 2021 Notes, net of underwriting discounts and offering costs, were €298 million ($350 million in USD). During the third quarter of 2021, the Company repaid the 2021 Euro Notes in a payment of €300 million. The repayment on the 2021 Euro Notes was funded primarily from the Company’s existing cash balances, with the remainder coming from the issuance of commercial paper.

On September 25, 2018, the Company issued €800 million aggregate principal amount of senior unsecured notes that mature on September 25, 2026 (the “2026 Euro Notes”). The 2026 Notes bear interest at a rate of 1.8% per year, payable annually on September 25 of each year, beginning September 25, 2019. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts and offering costs, were €794 million ($932 million in USD).

On September 26, 2018, the Company issued $400 million aggregate principal amount of senior unsecured notes that mature on September 26, 2028 (the “2028 Notes”). The 2028 Notes bear interest at a rate of 4.45% per year, payable semi-annually on March 26 and September 26 of each year, beginning March 26, 2019. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts and offering costs, were $397 million.

On September 26, 2018, the Company issued $800 million aggregate principal amount of senior unsecured notes that mature on September 26, 2048 (the “2048 Notes” and collectively with the 2021 Euro Notes, 2026 Euro Notes, 2020 Notes, 2028 Notes, the “2018 Senior Unsecured Notes”). The 2048 Notes bear interest at a rate of 5.0% per year, payable semi-annually on March 26 and September 26 of each year, beginning March 26, 2019. Total proceeds from the issuance of the 2048 Notes, net of underwriting discounts and offering costs, were $787 million.

As discussed in Note 16, the 2021 Euro Notes and 2026 Euro Notes have been designated as a hedge of the Company’s net investment in certain subsidiaries.

2023 Notes

On April 4, 2013, the Company issued $300 million face amount of 3.20% Senior Notes (“2023 Notes”) due 2023 at a discount of less than $1 million. The Company received proceeds related to the issuance of these 2023 Notes of $298 million which was net of the less than $1 million discount and a $2 million underwriting discount (recorded as deferred financing costs). In addition, the Company incurred $1 million of other deferred financing costs in connection with the debt issuance. The discount and deferred financing costs are being amortized as interest expense over the term of the 2023 Notes. The 2023 Notes bear interest at a rate of 3.20% per year, with interest payable on May 1 and November 1 of each year, commencing on November 1, 2013. The 2023 Notes mature on May 1, 2023.

2024 Euro Notes

On March 14, 2016, the Company issued €500 million face amount of 1.75% Senior Notes (“2024 Euro Notes”) due 2024 at a discount of €1 million. The Company received proceeds related to the issuance of these 2024 Euro Notes of €496 million which was net of the €1 million discount and €3 million underwriting discount (recorded as deferred financing costs). In addition, the Company incurred $1 million of other deferred financing costs in connection with the debt issuance. In connection with the debt issuance, the Company entered into pre-issuance hedging transactions that were settled upon issuance of the debt and resulted in a loss of approximately $3 million. The discount, deferred financing costs and pre-issuance hedge loss are being amortized as interest expense over the eight year term of the debt. The 2024 Euro Notes bear interest at a rate of 1.75% per annum, with interest payable on March 14 of each year, commencing on March 14, 2017. The 2024 Euro Notes will mature on March 14, 2024.

As discussed in Note 16, the 2024 Euro Notes have been designated as a hedge of the Company’s net investment in certain subsidiaries.

2047 Notes

On May 18, 2017, the Company issued $500 million face amount of 4.375% Senior Notes (“2047 Notes”) due 2047 at a discount of $2 million. The Company received proceeds related to the issuance of these 2047 Notes of $494 million which was net of the $2 million discount and $4 million in underwriting fees (recorded as deferred financing costs). In addition, the Company incurred $1 million in legal and professional costs associated with the issuance and such costs were recorded as deferred financing costs. In connection with the debt issuance, the Company entered into pre-issuance hedging transactions that were settled upon issuance of the debt and resulted in a loss of approximately $5 million. The discount, deferred financing costs and pre-issuance hedge loss are being amortized as interest expense over the 30 year term of the debt. The 2047 Notes bear interest at a rate of 4.375% per annum, with interest payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2017. The 2047 Notes will mature on June 1, 2047.

2018 Term Loan Facility

On June 6, 2018, the Company entered into a Term Loan Credit Agreement (as amended on July 13, 2018, January 17, 2020 and August 25, 2020, the “2018 Term Loan Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as the administrative agent, and the lenders party thereto, pursuant to which the lenders thereunder committed to provide, a senior unsecured term loan facility in an original aggregate principal amount of up to $350 million (the “2018 Term Loan Facility”), which matured on October 1, 2021. In 2019, the Company made payments of $110 million on the 2018 Term Loan Facility, and during the third quarter of 2021, the Company repaid the remainder of the 2018 Term Loan Facility in two payments of $120 million each. The repayments on the 2018 Term Loan Facility were funded primarily from the Company's existing cash balances, with the remainder coming from the issuance of commercial paper.

2022 Term Loan Facility

On May 15, 2020, the Company entered into a Term Loan Agreement (as amended on August 25, 2020, the “2022 Term Loan Agreement”) with China Construction Bank Corporation, New York Branch, as administrative agent, and the lenders party thereto, pursuant to which the lenders thereunder have committed to provide a senior unsecured two year term loan facility in an aggregate principal amount of up to $200 million (the “2022 Term Loan Facility”). The loans under the 2022 Term Loan Agreement bore interest, at the Company's option, at a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 1.225% to 2.475% or (y) a base rate plus an applicable margin varying from 0.225% to 1.475%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company. The Company could voluntarily prepay the term loans without premium or penalty, with the balance payable on the second anniversary of the funding date. There is no required amortization under the 2022 Term Loan Agreement.

During the fourth quarter of 2021, the Company elected to voluntarily prepay the outstanding balance of the 2022 Term Loan Facility.

Commercial Paper

During 2022, the Company had gross issuances of $6.040 billion and repayments of $6.177 billion under the commercial paper program. The commercial paper issued had original maturities of less than 126 days. During 2021, the Company had gross issuances of $800 million and repayments of $476 million under the commercial paper program.

The Commercial Paper Program is backed by the borrowing capacity available under the Revolving Credit Facility. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.

Redemption Provisions

The 2023 Notes, 2024 Euro Notes, 2026 Euro Notes, 2028 Notes, 2047 Notes, and 2048 Notes (collectively, the “Notes”) share the same redemption provisions. Upon 30 days’ notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the indenture governing the Notes. However, no make-whole premium will be paid for redemptions of each note on or after the following date:

Note						Redemption Date
2023 Notes						February 1, 2023
2024 Euro Notes						December 14, 2023
2026 Euro Notes						June 25, 2026
2028 Notes						June 26, 2028
2047 Notes						December 1, 2046
2048 Notes						March 26, 2048

The indenture of the Notes provides for customary events of default and contains certain negative covenants that limit the ability of the Company and its subsidiaries to grant liens on assets, or to enter into sale-leaseback transactions. In addition, subject to certain limitations, in the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of the Notes below investment grade rating by both Moody’s Investors Services, Inc., Standard & Poor’s Ratings Services and Fitch Ratings Inc. within a specified time period, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase.

The 2025 Notes, 2027 Notes, 2030 Notes, 2040 Notes and 2050 Notes (collectively, the “N&B Senior Notes”), assumed as a result of the Merger, may be redeemed by the issuer at any time at the greater of 100% or the discounted present value of the remaining scheduled payments of principal and interest from the redemption date to the maturity date at Treasury Rate (as defined in the applicable indenture) plus (i) 15 basis points in the case of the 2025 Notes, (ii) 25 basis points in the case of the 2027 Notes, (iii) 25 basis points in the case of the 2030 Notes, (iv) 30 basis points in the case of the 2040 Notes and (v) 30 basis points in the case of the 2050 Notes. The redemption dates of each of the N&B Senior Notes are provided in the table below:

Notes			Redemption Date
2025 Notes			September 1, 2025
2027 Notes			August 15, 2027
2030 Notes			August 1, 2030
2040 Notes			May 15, 2040
2050 Notes			June 1, 2050

On or after the applicable redemption dates, each series of the N&B Senior Notes may be redeemed by the issuer at a redemption price equal to 100% of the principal amount of the N&B Senior Notes to be redeemed, plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date.

Outstanding Borrowings

The following table shows the contractual maturities of the Company's long-term debt as of December 31, 2022.

			Payments Due by Period
(DOLLARS IN MILLIONS)			Total						Less than 1 Year						1-3 Years						3-5 Years						More than 5 Years
Total Outstanding Borrowings			$	10,580					$	300					$	2,156					$	2,674					$	5,450

NOTE 10. INCOME TAXES

Earnings before income taxes consisted of the following:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
U.S. loss before taxes			$	(1,918)					$	(493)					$	(142)
Foreign income before taxes			293						847						583
Total (loss) income before taxes			$	(1,625)					$	354					$	441

The income tax provision consisted of the following:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Current tax provision
Federal			$	102					$	(5)					$	(9)
State and local			49						13						1
Foreign			325						303						150
Total current tax provision			476						311						142
Deferred tax provision
Federal			(77)						(121)						(8)
State and local			(111)						(34)						(2)
Foreign			(49)						(81)						(58)
Total deferred tax benefit			(237)						(236)						(68)
Total provision for income taxes			$	239					$	75					$	74

Effective Tax Rate Reconciliation

Reconciliation between the U.S. federal statutory income tax rate to the actual effective tax rate was as follows:

			December 31,
			2022						2021						2020
Statutory tax rate			21.0		%				21.0		%				21.0		%
Tax effect of non-deductible goodwill impairment			(29.1)						—						—
Difference in effective tax rate on foreign earnings and remittances(1)			—						8.0						(6.9)
Tax benefit from supply chain optimization			0.8						(5.8)						(5.0)
Unrecognized tax benefit, net of reversals			0.9						0.7						5.7
Tax impact on gains on business disposal			(5.9)						4.0						—
Deferred taxes on deemed repatriation(2)			(5.6)						2.7						(0.2)
Global intangible low-taxed income			(0.8)						4.1						5.3
Foreign-derived intangible income			1.1						(1.6)						(0.3)
U.S. foreign tax credit - general limitation			0.1						(3.1)						(1.9)
Research and development credit			0.8						(1.4)						(1.0)
Acquisition costs			—						2.4						1.0
Establishment (release) of valuation allowance on state deferred			—						(3.0)						(0.4)
State and local taxes including rate changes(3)			4.3						(4.8)						(0.6)
Other, net			(2.3)						(2.0)						0.1
Effective tax rate			(14.7)		%				21.2		%				16.8		%

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(1)For 2021, the rate includes rate change impacts related to the Netherlands and United Kingdom.

(2)For 2022, the rate includes establishment of the “held for sale” deferred tax liabilities due to a change in assertion.

(3)For 2022, the rate includes rate change impacts related to the remeasurement of the state tax rate on deferred taxes.

The effective tax rate reflects the recording of non-tax-deductible impairment charges related to goodwill in the Health & Biosciences operating segment and the tax effects of the divestiture of the Microbial Control business unit.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that significantly revised the U.S. tax code effective January 1, 2018. The Tax Act created significant international tax provisions, including global intangible low-taxed income (“GILTI”). The Company has elected to treat GILTI as a current period cost if and when incurred. This tax position resulted in approximately a net $112 million income tax expense for the year ended December 31, 2022, offset in part by approximately $99 million in foreign tax credits.

The U.S. consolidated group has historically generated taxable income after the inclusion of foreign dividends which has allowed the Company to realize its federal deferred tax assets. Foreign dividends are now subject to a 100% dividends received deduction under the Tax Act and do not serve as a source of federal taxable income. However, as of December 31, 2022, the U.S. consolidated group is in a cumulative income position. It is expected to continue to be in a cumulative income position primarily due to the inclusion of GILTI and expects to realize tax benefits from the reversal of its temporary differences, including capitalized research and experimental expenditures.

Further, as of December 31, 2022, the Company has maintained a valuation allowance of approximately $1 million on certain state tax attributes based on a state taxable income forecast. The main inputs into the forecast are the 2022 taxable income projections. Changes in the performance of the North American business, the Company’s transfer pricing policies and adjustments to the Company’s U.S. tax profile could impact the estimate.

Deferred Taxes

The deferred tax assets and liabilities consisted of the following amounts:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Employee and retiree benefits			$	61					$	148
Credit and net operating loss carryforwards			315						312
Amortizable research and development expenses			84						42
Interest limitation			3						43
Inventory			19						32
Lease obligations			151						189
Other, net			140						79
Gross deferred tax assets			773						845
Property, plant and equipment, net			(229)						(265)
Intangible assets(1)			(2,049)						(2,486)
Right-of-use assets			(151)						(187)
Loss on foreign currency translation			(23)						(30)
Deferred taxes on deemed repatriation			(166)						(81)
Gross deferred tax liabilities			(2,618)						(3,049)
Valuation allowance			(262)						(232)
Total net deferred tax liabilities			$	(2,107)					$	(2,436)

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(1)Includes deferred taxes on intangible assets owned by a fully consolidated partnership.

Net operating loss carryforwards were approximately $301 million and $272 million at December 31, 2022 and 2021, respectively. If unused, approximately $98 million will expire between 2023 and 2042. The remainder, totaling approximately $203 million, may be carried forward indefinitely. Tax credit carryforwards were approximately $14 million and $40 million at December 31, 2022 and 2021, respectively. If unused, the $14 million will expire between 2023 and 2042.

Of the $315 million deferred tax asset for net operating loss carryforwards and credits at December 31, 2022, the Company considers it unlikely that a portion of the tax benefit will be realized. Accordingly, a valuation allowance of approximately $261 million on net operating loss carryforwards and $1 million of tax credits has been established against these deferred tax assets.

Uncertain Tax Positions

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Balance of unrecognized tax benefits at beginning of year			$	130					$	99					$	75
Gross amount of increases in unrecognized tax benefits as a result of positions taken during a prior year(1)			1						42						11
Gross amount of decreases in unrecognized tax benefits as a result of positions taken during a prior year			(18)						(3)						—
Gross amount of increases in unrecognized tax benefits as a result of positions taken during the current year			31						5						24
The amounts of decreases in unrecognized benefits relating to settlements with taxing authorities			(27)						(1)						(2)
Reduction in unrecognized tax benefits due to the lapse of applicable statute of limitation			(5)						(12)						(9)
Balance of unrecognized tax benefits at end of year			$	112					$	130					$	99

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(1)For 2021, the amount includes positions related to N&B opening balance sheet amounts.

At December 31, 2022, 2021 and 2020, there were approximately $98 million, $130 million and $98 million, respectively, of unrecognized tax benefits recorded to Other liabilities. There was approximately $14 million recorded to Other current liabilities for 2022, less than $1 million recorded to Other current liabilities for 2021 and approximately $1 million recorded to Other current liabilities for 2020. If these unrecognized tax benefits were recognized, all the benefits and related interest and penalties would be recorded as a benefit to income tax expense.

The Company decreased its liabilities for interest and penalties by approximately $1 million, net, for the year ended December 31, 2022, and increased its liabilities for interest and penalties by approximately $19 million and $3 million, net, for the years ended December 31, 2021 and 2020, respectively. At December 31, 2022, 2021 and 2020, the Company had accrued approximately $31 million, $36 million and $17 million, respectively, of interest and penalties classified as Other liabilities, $4 million classified as Other current liabilities for December 31, 2022 and less than $1 million classified as Other current liabilities for December 31, 2021 and 2020.

As of December 31, 2022, the Company’s aggregate provision for unrecognized tax benefits, including interest and penalties, was approximately $147 million associated with various tax positions principally asserted in foreign jurisdictions.

The Company’s reversal of uncertain tax positions due to the expiration of related statutes of limitations over the next 12 months was estimated to be approximately $18 million, which has been classified as current. The total changes to the uncertain tax positions over the next 12 months is impracticable to estimate and is dependent on the resolution of new or existing tax disputes.

Other

Tax benefits credited to Shareholders’ equity were not material for the years ended December 31, 2022, 2021 and 2020 associated with stock option exercises and PRSU dividends.

The Company regularly repatriates earnings from non-U.S. subsidiaries. As the Company repatriates these funds to the U.S., they will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of December 31, 2022, the Company had a deferred tax liability of approximately $166 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects.

The Company has ongoing income tax audits and legal proceedings which are at various stages of administrative or judicial review, of which the material items are discussed below. In addition, the Company has other ongoing tax audits and legal proceedings that relate to indirect taxes, such as value-added taxes, capital tax, sales and use and property taxes, which are discussed in Note 19.

The Company also has several other tax audits in process and has open tax years with various taxing jurisdictions that range primarily from 2012 to 2021. Based on currently available information, the Company does not believe the ultimate outcome of any of these tax audits and other tax positions related to open tax years, when finalized, will have a material impact on its results of operations and financial position.

NOTE 11. NET (LOSS) INCOME PER SHARE

Basic and diluted net (loss) income per share is based on the weighted average number of shares outstanding. A reconciliation of shares used in the computation of basic and diluted net (loss) income per share is as follows:

			December 31,
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2022						2021						2020
Net (Loss) Income
Net (loss) income attributable to IFF shareholders			$	(1,871)					$	270					$	363
Adjustment related to (increase) decrease in redemption value of redeemable non-controlling interests in excess of earnings allocated			3						(2)						2
Net (loss) income attributable to IFF shareholders			$	(1,868)					$	268					$	365
Shares
Weighted average common shares outstanding (basic)(1)			255						243						112
Adjustment for assumed dilution(2):
Stock options and restricted stock awards			—						—						1
SPC portion of the TEUs			—						—						1
Weighted average shares assuming dilution (diluted)			255						243						114
Net (Loss) Income per Share
Net (loss) income per share - basic(3)			$	(7.32)					$	1.11					$	3.25
Net (loss) income per share - diluted(4)			(7.32)						1.10						3.21

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(1)On September 15, 2021, additional shares of IFF's common stock were issued in settlement of the SPC portion of the TEUs. For the year ended December 31, 2020, the TEUs were assumed to be outstanding at the minimum settlement amount for basic earnings per share (“EPS”). See below for additional information.

(2)Effect of dilutive securities includes dilution under stock plans and incremental impact of TEUs. See below for additional information.

(3)For the years ended December 31, 2022, 2021 and 2020, the basic net (loss) income per share cannot be recalculated based on the information presented in the table above due to the effects of rounding.

(4)For the years ended December 31, 2022 and 2020, the diluted net (loss) income per share cannot be recalculated based on the information presented in the table above due to the effects of rounding.

As of the effective time of the Merger, each issued and outstanding share of common stock of N&B (except for shares of common stock of N&B held by N&B as treasury stock or by DuPont, which were canceled and ceased to exist and no consideration was delivered in exchange therefor) was converted into the right to receive one share of common stock of IFF. The Merger was completed in exchange for 141,740,461 shares of IFF common stock, par value $0.125 per share (or cash payment in lieu of fractional shares), which had been approved in the special shareholder meeting that occurred on August 27, 2020 where IFF shareholders voted to approve the issuance of shares of IFF common stock in connection with the N&B Transaction, pursuant to the Merger Agreement. The shares issued in the Merger represented approximately 55.4% of the common stock of IFF on a fully diluted basis, after giving effect to the Merger, as of February 1, 2021.

The Company issued 16,500,000 TEUs, consisting of a prepaid SPC and a senior amortizing note, for net proceeds of approximately $800 million on September 17, 2018. On September 14, 2021, the Company notified holders of the TEUs that the final settlement rate in respect of each SPC was 0.330911 shares of IFF’s common stock. On September 15, 2021, 5,460,031 shares of IFF's common stock were issued in settlement of the SPCs. The SPC conversion factor is based on the VWAP per share of the Company’s common stock. For purposes of calculating basic net income per share, the settlement rate of 0.330911 shares per SPC, the final settlement rate, was used on December 31, 2021 and 0.313400 shares per SPC was used on December 31, 2020. For purposes of calculating diluted earnings per share, the settlement rate of 0.330911 shares per SPC, the final settlement rate, was used on December 31, 2021 and 0.383900 shares per SPC was used on December 31, 2020.

The Company has issued shares of Purchased Restricted Stock Units (“PRSUs”) which contain non-forfeitable rights to dividends and thus are considered participating securities which are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method. The two-class method was not presented since there was no difference between basic net (loss) income per share for both common shareholders and PRSU holders as of December 31, 2022, 2021 and 2020, and there was no difference between diluted net loss per share for both common shareholders and PRSU holders as of December 31, 2022. The difference between diluted net income per share for both common shareholders and PRSU holders was less than $0.01 and $0.04 per share as of December 31, 2021 and 2020. In addition, for each year, the number of PRSUs outstanding as of December 31, 2022, 2021 and 2020 was immaterial. Net loss allocated to such PRSUs during 2022 was not material and net income allocated to such PRSUs during 2021 and 2020 was not material.

There were approximately 0.3 million potentially dilutive securities excluded from the computation of diluted net loss per share for the year ended December 31, 2022 because there was a net loss attributable to IFF for the period and, as such, the inclusion of these securities would have been anti-dilutive.

For the year ended December 31, 2022, there were approximately 0.3 million share equivalents that had an anti-dilutive effect and therefore were excluded from the computation of diluted net loss per share. There were no share equivalents excluded from the computation of diluted net income per share for the years ended December 31, 2021 and 2020.

NOTE 12. SHAREHOLDERS’ EQUITY

Dividends

Cash dividends declared per share were $3.20, $3.12 and $3.04 for the years ended December 31, 2022, 2021 and 2020, respectively. The Consolidated Balance Sheets reflect $206 million of dividends payable at December 31, 2022. This amount relates to a cash dividend of $0.81 per share declared in December 2022 and paid in January 2023. Dividends declared, but not paid as of December 31, 2021 and December 31, 2020 were $201 million ($0.79 per share) and $82 million ($0.77 per share), respectively.

Share Repurchases

In December 2012, the Board of Directors authorized a $250 million share repurchase program, which commenced in the first quarter of 2013. In August 2015, the Board of Directors approved an additional $250 million share repurchase authorization and extension through December 31, 2017. Based on the total remaining amount of $56 million available under the amended repurchase program as of October 31, 2017, the Board of Directors re-approved on November 1, 2017 a $250 million share repurchase authorization and extension for a total value of $300 million available under the program.

As of May 7, 2018, the Company has suspended its share repurchases. On November 1, 2022, the share repurchase program expired.

NOTE 13. STOCK COMPENSATION PLANS

The Company has various equity plans under which its officers, senior management, other key employees and Board of Directors may be granted options to purchase IFF common stock or other forms of stock-based awards.

The cost of all employee stock-based awards are principally recognized on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. Total stock-based compensation expense included in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income was as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Equity-based awards			$	49					$	54					$	36
Liability-based awards			2						8						4
Total stock-based compensation			51						62						40
Less tax benefit			(8)						(13)						(8)
Total stock-based compensation, net of tax			$	43					$	49					$	32

The shareholders of the Company approved the Company’s 2021 Stock Award and Incentive Plan (the “2021 Plan”) on May 5, 2021. The 2021 Plan replaced the Company’s 2015 Stock Award and Incentive Plan (the “2015 Plan”) and the Company's 2010 Stock Award and Incentive Plan (the “2010 Plan”), and provides the source for future deferrals of cash into deferred stock under the Company’s Deferred Compensation Plan (with the Deferred Compensation Plan being deemed a subplan under the 2010 Plan for the sole purpose of funding deferrals under the IFF Share Fund).

Under the 2021 Plan, a total of 2,290,000 shares were authorized for issuance. At December 31, 2022, 1,403,092 shares were subject to outstanding awards and 1,777,205 shares remained available for future awards under all of the Company’s equity award plans, including the 2015 Plan and 2010 Plan (excluding shares not yet issued under open cycles of the Company’s Long-Term Incentive Plan).

The Company offers a Long-Term Incentive Plan (“LTIP”) for senior management. The targeted payout is principally 50% cash and 50% IFF common stock at the end of the three-year cycle.

For the 2020-2022 cycle, the LTIP awards are earned based on the achievement of: (i) an annual Leverage Ratio for 2020 (representing one-sixth of the award value), (ii) a 2-year cumulative Leverage Ratio for 2021-2022 (representing one-third of the award value) and (iii) Relative TSR targets (representing one-half of the award value). For the 2021-2023 cycle, the LTIP awards are earned based on the achievement of: (i) an annual Leverage Ratio for 2021, 2022 and 2023 (representing one-half of the award value) and (ii) Relative TSR targets (representing one-half of the award value). For the 2022-2024 cycle, the LTIP awards are earned based on the achievement of: (i) 3-year cumulative Return on Invested Capital (“ROIC”) (representing one-half of the award value) and (ii) Relative TSR targets (representing one-half of the award value).

The Leverage Ratio measures Net debt as compared to a measure profitability. The ROIC measures adjusted net operating profit after tax against average invested capital. When the award is granted, 50% of the target dollar value of the award is converted to a number of “notional” shares based on the closing price at the beginning of the cycle. For those shares whose payout is based on Relative TSR, compensation expense is recognized using a graded-vesting attribution method, while compensation expense for the remainder of the performance shares (Leverage Ratio or ROIC targets for the applicable cycle) is recognized on a straight-line basis over the vesting period based on the probable outcome of the performance condition.

The 2018-2020 cycle concluded at the end of 2020 and an aggregate 7,484 shares of common stock were issued in March 2021. The 2019-2021 cycle concluded at the end of 2021 and no shares of common stock were issued in March 2022. The 2020-2022 cycle concluded at the end of 2022 and no shares of common stock will be issued in March 2023.

In 2006, the Board of Directors approved the Equity Choice Program (the “Program”) for senior management. This program continues under the 2015 Plan. Eligible employees can choose from among three equity alternatives and will be granted such equity awards up to certain dollar awards depending on the participant’s employment grade level. A participant may choose among (1) Stock-Settled Appreciation Rights (“SSARs”), (2) Restricted Stock Units (“RSUs”) or (3) PRSUs.

Transaction with Nutrition and Biosciences, Inc.

In connection with the Merger, N&B employees’ outstanding (unvested and/or vested and unexercised) equity awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio. N&B employees’ equity awards were converted into 335,347 IFF stock options, 258,572 IFF RSU awards and 5,816 IFF SAR awards.

For converted RSU awards, the fair value of the equity award is based on the Closing Date market price of IFF stock. For converted stock options and SAR awards, the exercise price per share of the converted award is equal to the exercise price per share of the N&B award immediately prior to the Merger divided by the exchange ratio. The fair value of the IFF stock options and SAR awards that the Company issued in connection with the Merger was estimated using the Black Scholes model.

The converted awards were generally issued with the same terms and conditions as were applicable prior to the Transaction. At the Closing Date, approximately $25 million of the fair value of the replacement awards granted to N&B employees was attributable to pre-combination service and was included in the purchase price. As of December 31, 2022, post-combination expense of approximately $11 million is expected to be recognized related to the replacement awards over the remaining post-combination service period, approximately up to three years.

SSARs and Options

SSARs are a contractual right to receive the value, in shares of Company stock, of the appreciation in our stock price from the grant date to the date the SSARs are exercised by the participant. SSARs granted become exercisable on the third anniversary of the grant date and have a maximum term of seven years. SSARs do not require a financial investment by the SSARs grantee. Stock options require the participant to pay the exercise price at the time they exercise their stock options. No stock options were granted in 2022, 2021 or 2020.

SSARs and options activity was as follows:

(SHARE AMOUNTS IN THOUSANDS)			Shares Subject to SSARs/Options						Weighted Average Exercise Price						SSARs/ Options Exercisable
December 31, 2021			287						$	107.48					235
Granted			134						126.91
Exercised			(84)						106.66
Canceled			(6)						117.04
December 31, 2022			331						$	115.35					182
Expected to Vest at December 31, 2022			142						$	122.27

The weighted average exercise price of SSARs and options exercisable at December 31, 2022, 2021 and 2020 were $109.50, $109.77 and $118.10, respectively.

SSARs and options outstanding at December 31, 2022 was as follows:

Price Range			Number Outstanding (in thousands)						Weighted Average Remaining Contractual Life (in years)						Weighted Average Exercise Price						Aggregate Intrinsic Value (in millions)
Over $65			331						5.65						$	115.35					$	2

SSARs and options exercisable as of December 31, 2022 was as follows:

Price Range			Number Exercisable (in thousands)						Weighted Average Remaining Contractual Life (in years)						Weighted Average Exercise Price						Aggregate Intrinsic Value (in millions)
Over $65			182						5.05						$	109.50					$	2

The total intrinsic value of options/SSARs exercised during 2022 was approximately $2 million, $3 million for 2021 and was not material for 2020.

As of December 31, 2022, the total unrecognized compensation cost related to non-vested SSARs granted was approximately $4 million; such cost is expected to be recognized over a weighted average period of approximately 1.91 years.

Restricted Stock Units

The Company has granted RSUs to eligible employees and members of the Board of Directors. The Company has granted both time-based RSUs, which contain no performance criteria provisions, and performance-based RSUs. Such RSUs are subject to forfeitures or adjustments if certain conditions are not met, including service period or pre-established cumulative performance targets. RSUs principally vest 100% at the end of three years. An RSU’s fair value is calculated based on the market price of the Company's stock at date of grant, with an adjustment to reflect the fact that such awards do not participate in dividend rights. The aggregate fair value is amortized to expense ratably over the vesting period.

RSU activity was as follows:

(SHARE AMOUNTS IN THOUSANDS)			Number of Shares						Weighted Average Grant Date Fair Value Per Share
December 31, 2021			777						$	126.20
Granted			556						115.13
Vested			(322)						124.62
Forfeited			(58)						129.36
Change due to performance conditions, net			(16)						120.48
December 31, 2022			937						$	120.81

The total fair value of RSUs that vested during the year ended December 31, 2022 was approximately $40 million.

As of December 31, 2022, there was approximately $58 million of total unrecognized compensation cost related to non-vested RSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 1.98 years.

Purchased Restricted Stock Units

The grant of awards under the Program provided for eligible employees to purchase shares of IFF common stock and deposit them into an escrow account. For each share deposited in escrow by the eligible employee, the Company matched with the grant of a restricted stock unit. The shares of restricted stock units generally vest on the third anniversary of the grant date, are subject to continued employment and other specified conditions, and pay dividends if and when paid by the Company. Holders of restricted stock units have, in most instances, all of the rights of shareholders, except that they may not sell, assign, pledge or otherwise encumber such shares. PRSUs pay dividend equivalents and do not have voting rights.

The following table summarizes the Company's PRSU activity for the years ended December 31, 2022, 2021 and 2020:

(DOLLARS IN MILLIONS)			Issued Shares												Aggregate Purchase Price												Covered Shares
2022			43,690												$	6											21,845
2021			61,870												$	9											30,935
2020			66,160												$	9											33,080

PRSU activity was as follows:

(SHARE AMOUNTS IN THOUSANDS)			Number of Shares						Weighted Average Grant Date Fair Value Per Share
December 31, 2021			155						$	138.36
Granted			44						126.49
Vested			(95)						138.06
Forfeited			(14)						135.50
December 31, 2022			90						$	133.36

The total fair value of PRSUs that vested during the year ended December 31, 2022 was approximately $13 million.

As of December 31, 2022, there was approximately $4 million of total unrecognized compensation cost related to non-vested PRSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 1.87 years.

Liability Awards

The Company has granted cash-settled RSUs (“Cash RSUs”) to eligible employees that are paid out 100% in cash upon vesting. Such RSUs are subject to forfeiture if certain conditions are not met. Cash RSUs principally vest 100% at the end of three years and contain no performance criteria provisions. A Cash RSU's fair value is calculated based on the market price of the Company's stock at the date of the closing period and is accounted for as a liability award. The aggregate fair value is amortized to expense ratably over the vesting period.

Cash RSU activity was as follows:

(SHARE AMOUNTS IN THOUSANDS)			Cash RSUs						Weighted Average Fair Value Per Share
December 31, 2021			116						$	150.65
Granted			43						104.84
Vested			(38)						130.67
Forfeited			(2)						107.00
December 31, 2022			119						$	104.84

The total fair value of Cash RSUs that vested during the year ended December 31, 2022 was approximately $5 million.

As of December 31, 2022, there was approximately $5 million of total unrecognized compensation cost related to non-vested Cash RSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 1.81 years. The aggregate compensation cost will be adjusted based on changes in the Company’s stock price.

NOTE 14. SEGMENT INFORMATION

The Company is organized into four reportable operating segments: Nourish, Health & Biosciences, Scent and Pharma Solutions. These segments align with the internal structure to manage these businesses. The Company’s Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these segments.

Nourish is comprised of three business units, Ingredients, Flavors and Food Designs, with a diversified portfolio across natural and plant-based specialty food ingredients, flavor compounds, and savory solutions and inclusions, respectively. Ingredients provide texturizing solutions to the food industry, food protection solutions used in food and beverage products, specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Flavors provide a range of flavor compounds and natural taste solutions that are ultimately used by IFF’s customers in savory products, beverages, sweets, and dairy products. Flavors also provide value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products. Food Designs provide savory solution products such as spices, sauces, marinades and mixtures. Additionally, Food Designs provide inclusion products that help with taste and texture by, among other things, combining flavorings with fruit, vegetables, and other natural ingredients for a wide range of food products, such as health snacks, baked goods, cereals, pastries, ice cream and other dairy products.

Health & Biosciences is comprised of five business units, Health, Cultures & Food Enzymes, Home & Personal Care, Animal Nutrition and Grain Processing, with a biotechnology-driven portfolio of products that serve the health and wellness, food, consumer and industrial markets. Products within this portfolio range from enzymes, food cultures, probiotics and specialty ingredients for non-food applications. Health provides ingredients for dietary supplements, food and beverage, specialized nutrition and pharma. Cultures & Food Enzymes provide products that aim to serve the global demand for healthy, natural, clean label and fermented food for fresh dairy, cheese, bakery and brewing products. This is accomplished by providing IFF’s customers with products that allow for extended shelf life and stability, which help to improve customers’ products and performance. The business unit’s enzyme solution also allows IFF’s customers to provide low sugar, high fiber and lactose-free dairy products. Home & Personal Care produces enzymes for detergents, cleaning and textile processing products in the laundry, dishwashing, textiles and industrials and personal care markets that help to enhance product and process performances. Animal Nutrition produces enzymes that help to improve the product and process performance of animal feed products, which aim to lessen environmental impact by reducing farm waste. Grain Processing produces enzymes for biofuel production and carbohydrate processing.

Scent is comprised of (1) Fragrance Compounds, which are ultimately used by IFF’s customers in two broad categories: Fine Fragrances, including perfumes and colognes, and Consumer Fragrances, including fragrance compounds for personal care (e.g., soaps), household products (e.g., detergents and cleaning agents) and beauty care, including toiletries; (2) Fragrance Ingredients, consisting of synthetic and natural ingredients that can be combined with other materials to create unique fine fragrance and consumer fragrance compounds; and (3) Cosmetic Active Ingredients, consisting of active and functional ingredients, botanicals and delivery systems to support our customers’ cosmetic and personal care product lines. Major fragrance customers include the cosmetics industry, including perfume and toiletries manufacturers, and the household products industry, including manufacturers of soaps, detergents, fabric care, household cleaners and air fresheners.

Pharma Solutions is comprised of a vast portfolio including 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 formats. Pharma Solutions excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture, and consumer products.

Beginning the first quarter of 2021, the Company’s Chief Operating Decision Maker evaluates the performance of these reportable operating segments based on Segment Adjusted Operating EBITDA, which is defined as (Loss) Income Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges and certain non-recurring items. Prior period amounts have been recast to reflect any necessary changes in segment profitability measures.

Reportable segment information is as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Net sales
Nourish			$	6,829					$	6,264					$	2,886
Health & Biosciences			2,339						2,329						134
Scent			2,301						2,254						2,064
Pharma Solutions			971						809						—
Consolidated			$	12,440					$	11,656					$	5,084

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Segment assets
Nourish			$	17,008					$	17,449
Health & Biosciences			10,877						14,774
Scent			4,310						4,078
Pharma Solutions			3,212						3,357
Consolidated			$	35,407					$	39,658

			December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020
Segment Adjusted Operating EBITDA:
Nourish			$	1,176					$	1,172					$	599
Health & Biosciences			634						625						40
Scent			423						463						416
Pharma Solutions			222						165						—
Total			2,455						2,425						1,055
Depreciation & Amortization			(1,179)						(1,156)						(325)
Interest Expense			(336)						(289)						(132)
Other Income, net			37						58						7
Acquisition Related Costs (a)			4						—						—
Restructuring and Other Charges			(12)						(41)						(17)
Gains (Losses) on Sale of Fixed Assets			3						1						(4)
Impairment of Goodwill (b)			(2,250)						—						—
Impairment of Long-Lived Assets (c)			(120)						—						—
Shareholder Activism Related Costs (d)			(3)						(7)						—
Business Divestiture Costs (e)			(110)						(42)						—
Employee Separation Costs (f)			(11)						(29)						(3)
Strategic Initiative Costs (g)			(3)						—						—
Global Shared Services Implementation Costs (h)			(5)						—						—
Frutarom Acquisition Related Costs (i)			(1)						(2)						(1)
Compliance Review & Legal Defense Costs (j)			—						—						(3)
N&B Inventory Step-Up Costs			—						(368)						—
N&B Transaction Related Costs (k)			—						(91)						(29)
Integration Related Costs (l)			(94)						(105)						(107)
(Loss) Income Before Taxes			$	(1,625)					$	354					$	441

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(a)			Represents costs related to the acquisition of Health Wright Products, primarily consulting and legal fees, offset in part by earn out adjustments.
(b)			Represents costs related to the impairment of goodwill in the Health & Biosciences reporting unit.
(c)			Represents costs related to the impairment of intangible and fixed assets of an asset group that operates primarily in Russia.
(d)			Represents shareholder activist related costs, primarily professional fees.
(e)			Represents costs, including establishment of deferred tax liabilities, related to the Company's sales and planned sales of businesses, primarily legal and professional fees.
(f)			Represents costs related to severance, including accelerated stock compensation expense, for certain employees and executives who have been separated or will separate from the Company.
(g)			Represents costs related to the Company's strategic assessment and business portfolio optimization efforts, primarily consulting fees.
(h)			Represents costs related to the Company's efforts of restructuring the Global Shared Services Centers, primarily consulting fees.

(i)			Represents transaction-related costs and expenses related to the acquisition of Frutarom, primarily includes earn-out payments, net of adjustments.
(j)			Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits.
(k)			Represents transaction costs and expenses related to the transaction with N&B, primarily legal and professional fees.
(l)			Represents costs related to integration activities since 2018, primarily for Frutarom and N&B. For 2022, represents costs primarily related to external consulting fees and internal integration costs, including salaries of individuals who are fully dedicated to integration efforts. For 2021 and 2020, represents costs primarily related to performance stock awards and consulting fees for advisory services.

The Company has not disclosed revenues at a lower level than provided herein, such as revenues from external customers by product, as it is impracticable for it to do so.

The Company had no customers that accounted for greater than 10% of consolidated net sales in 2022, 2021 and 2020.

Long-lived assets, net, by country, consisted as follows:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
United States			$	1,771					$	2,041
China			258						259
Denmark			250						251
Finland			212						196
France			187						188
Germany			181						156
Other			1,344						1,277
Consolidated			$	4,203					$	4,368

Segment capital expenditures and depreciation and amortization consisted as follows:

			Capital Expenditures																		Depreciation and Amortization
(DOLLARS IN MILLIONS)			2022						2021						2020						2022						2021						2020
Nourish			$	215					$	183					$	98					$	596					$	594					$	211
Health & Biosciences			160						139						7						363						353						36
Scent			56						41						87						81						84						78
Pharma Solutions			73						30						—						139						125						—
Consolidated			$	504					$	393					$	192					$	1,179					$	1,156					$	325

Net sales are attributed to individual regions based upon the destination of product delivery and are as follows:

			Net Sales by Geographic Area
(DOLLARS IN MILLIONS)			2022						2021						2020
Europe, Africa and Middle East			$	4,219					$	4,093					$	1,987
Greater Asia			2,876						2,728						1,162
North America			3,853						3,499						1,228
Latin America			1,492						1,336						707
Consolidated			$	12,440					$	11,656					$	5,084

			Net Sales by Geographic Area
(DOLLARS IN MILLIONS)			2022						2021						2020
Net sales related to the U.S.			$	3,611					$	3,211					$	1,093
Net sales attributed to all foreign countries			8,829						8,445						3,991

No non-U.S. country had net sales greater than 6% of total consolidated net sales for 2022 and net sales greater than 7% and 6% of total consolidated net sales for 2021 and 2020, respectively.

NOTE 15. EMPLOYEE BENEFITS

The Company has pension and/or other retirement benefit plans covering approximately one-fifth of active employees. In 2007, the Company amended its U.S. qualified and non-qualified pension plans under which accrual of future benefits was suspended for all participants that did not meet the rule of 70 (age plus years of service equal to at least 70 as of December 31, 2007). Pension benefits are generally based on years of service and compensation during the final years of employment. Plan assets consist primarily of equity securities and corporate and government fixed income securities. Substantially all pension benefit costs are funded as accrued; such funding is limited, where applicable, to amounts deductible for income tax purposes. Certain other retirement benefits are provided by general corporate assets.

In connection with the Merger with N&B, as of the Closing Date, the Company assumed responsibility for approximately 20 additional defined benefit plans and recognized liabilities in the aggregate amount of $221 million.

The Company sponsors a qualified defined contribution plan covering substantially all U.S. employees. Under this plan, the Company matches 100% of participants’ contributions up to 4% of compensation and 75% of participants’ contributions from over 4% to 8%. Employees that are still eligible to accrue benefits under the pension plans are limited to a 50% match of up to 6% of the participants’ compensation.

In addition to pension benefits, certain health care and life insurance benefits are provided to qualifying U.S. employees upon retirement from IFF. Such coverage is provided through insurance plans with premiums based on benefits paid. The Company does not generally provide health care or life insurance coverage for retired employees of foreign subsidiaries; such benefits are provided in most foreign countries by government-sponsored plans, and the cost of these programs is not material.

The Company offers a non-qualified Deferred Compensation Plan (“DCP”) for certain key employees and non-employee directors. Eligible employees and non-employee directors may elect to defer receipt of salary, incentive payments and Board of Directors’ fees into participant-directed investments which are generally invested by the Company in individual variable life insurance contracts it owns that are designed to informally fund savings plans of this nature. The cash surrender value of life insurance is based on the net asset values of the underlying funds available to plan participants. At December 31, 2022 and December 31, 2021, the Consolidated Balance Sheets reflect liabilities of approximately $53 million and $64 million, respectively, related to the DCP in Other liabilities and approximately $25 million and $26 million, respectively, included in Capital in excess of par value related to the portion of the DCP that will be paid out in IFF shares.

The total cash surrender value of life insurance contracts the Company owns in relation to the DCP and post-retirement life insurance benefits amounted to $45 million and $52 million at December 31, 2022 and 2021, respectively, and are recorded in Other assets in the Consolidated Balance Sheets.

The plan assets and benefit obligations of the defined benefit pension plans are measured at December 31 of each year.

			U.S. Plans																		Non-U.S. Plans
(DOLLARS IN MILLIONS)			2022						2021						2020						2022						2021						2020
Components of net periodic benefit cost
Service cost for benefits earned(1)			$	1					$	1					$	1					$	34					$	41					$	24
Interest cost on projected benefit obligation(2)			15						71						17						17						10						13
Expected return on plan assets(2)			(21)						(106)						(28)						(42)						(55)						(46)
Net amortization of deferrals(2)			8						29						8						11						19						15
Settlements and curtailments(2)			—						—						—						—						(10)						5
Net periodic benefit cost (income)			3						(5)						(2)						20						5						11
Defined contribution and other retirement plans			33						36						13						29						33						7
Total expense			$	36					$	31					$	11					$	49					$	38					$	18
Changes in plan assets and benefit obligations recognized in OCI
Net actuarial (gain) loss			$	—					$	12											$	(143)					$	(135)
Recognized actuarial loss			(8)						(9)												(12)						(10)
Prior service cost			—						—												—						(2)
Recognized prior service (cost) credit			—						—												1						1
Currency translation adjustment			—						—												(27)						(16)
Total (gain) loss recognized in OCI (before tax effects)			$	(8)					$	3											$	(181)					$	(162)

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(1)Included as a component of Operating Profit.

(2)Included as a component of Other Income (Expense), net.

			Postretirement Benefits
(DOLLARS IN MILLIONS)			2022						2021						2020
Components of net periodic benefit cost
Service cost for benefits earned			$	1					$	1					$	1
Interest cost on projected benefit obligation			1						7						2
Net amortization and deferrals			(5)						(20)						(5)
Total credit			$	(3)					$	(12)					$	(2)
Changes in plan assets and benefit obligations recognized in OCI
Net actuarial loss			$	(16)					$	(3)
Recognized actuarial loss			(1)						(2)
Recognized prior service credit			6						6
Total recognized in OCI (before tax effects)			$	(11)					$	1

The weighted-average actuarial assumptions used to determine expense at December 31 of each year are:

			U.S. Plans																		Non-U.S. Plans
2022						2021						2020						2022						2021						2020
Discount rate			2.86		%				2.51		%				3.26		%				1.43		%				0.85		%				1.49		%
Expected return on plan assets			3.80		%				3.80		%				5.60		%				3.52		%				4.21		%				4.62		%
Rate of compensation increase			3.25		%				3.25		%				3.25		%				2.72		%				2.56		%				2.46		%

Changes in the postretirement benefit obligation and plan assets, as applicable, are detailed in the following table:

			U.S. Plans												Non-U.S. Plans												Postretirement Benefits
(DOLLARS IN MILLIONS)			2022						2021						2022						2021						2022						2021
Benefit obligation at beginning of year			$	662					$	682					$	1,501					$	1,294					$	66					$	69
Service cost for benefits earned			1						1						34						42						1						1
Interest cost on projected benefit obligation			15						12						17						10						2						1
Actuarial (gain) loss			(139)						(5)						(468)						(146)						(16)						(4)
Plan amendments			—						—						—						(2)						—						—
Adjustments for expense/tax contained in service cost			—						—						(2)						(2)						—						—
Plan participants’ contributions			—						—						4						4						—						—
Benefits paid			(38)						(37)						(32)						(34)						(2)						(4)
Curtailments/settlements			—						—						(21)						(39)						—						—
Translation adjustments			—						—						(104)						(93)						—						—
Acquisitions/Transferred Liabilities			—						—						—						465						—						3
Other			(1)						9						1						2						(1)						—
Benefit obligation at end of year			$	500					$	662					$	930					$	1,501					$	50					$	66
Fair value of plan assets at beginning of year			$	649					$	678					$	1,320					$	1,145
Actual return on plan assets			(118)						3						(286)						25
Employer contributions			5						5						31						32
Participants’ contributions			—						—						4						4
Benefits paid			(38)						(37)						(32)						(34)
Settlements			—						—						(21)						(24)
Translation adjustments			—						—						(96)						(74)
Acquisitions/Transferred Assets			—						—						—						247
Other			—						—						—						(1)
Fair value of plan assets at end of year			$	498					$	649					$	920					$	1,320
Funded status at end of year			$	(2)					$	(13)					$	(10)					$	(181)

The amounts recognized in the balance sheet are detailed in the following table:

			U.S. Plans												Non-U.S. Plans
(DOLLARS IN MILLIONS)			2022						2021						2022						2021
Other assets			$	51					$	53					$	129					$	83
Other current liabilities			(6)						(5)						(1)						(2)
Retirement liabilities			(47)						(61)						(138)						(262)
Net amount recognized			$	(2)					$	(13)					$	(10)					$	(181)

The amounts recognized in AOCI are detailed in the following table:

			U.S. Plans												Non-U.S. Plans												Postretirement Benefits
(DOLLARS IN MILLIONS)			2022						2021						2022						2021						2022						2021
Net actuarial (gain) loss			$	129					$	137					$	110					$	291					$	(3)					$	14
Prior service cost (credit)			—						—						(3)						(3)						(9)						(15)
Total AOCI (before tax effects)			$	129					$	137					$	107					$	288					$	(12)					$	(1)

			U.S. Plans												Non-U.S. Plans
(DOLLARS IN MILLIONS)			2022						2021						2022						2021
Accumulated Benefit Obligation — end of year			$	495					$	654					$	870					$	1,410
Information for Pension Plans with an ABO in excess of Plan Assets:
Projected benefit obligation			$	49					$	63					$	169					$	944
Accumulated benefit obligation			49						62						150						330
Fair value of plan assets			—						—						86						840
Weighted-average assumptions used to determine obligations at December 31
Discount rate			5.42		%				2.86		%				4.02		%				1.43		%
Rate of compensation increase			3.75		%				3.25		%				3.00		%				2.72		%

(DOLLARS IN MILLIONS)			U.S. Plans						Non-U.S. Plans						Postretirement Benefits
Estimated Future Benefit Payments
2023			$	39					$	34					$	3
2024			39						34						3
2025			39						36						4
2026			40						38						4
2027			39						39						4
2028 - 2032			188						223						18
Contributions
Required Company Contributions in the Following Year (2023)			$	5					$	32					$	—

The Company considers a number of factors in determining and selecting assumptions for the overall expected long-term rate of return on plan assets. The Company considers the historical long-term return experience of its assets, the current and expected allocation of its plan assets and expected long-term rates of return. The Company derives these expected long-term rates of return with the assistance of its investment advisors. The Company bases its expected allocation of plan assets on a diversified portfolio consisting of domestic and international equity securities, fixed income, property and alternative asset classes. The asset allocation is monitored on an ongoing basis.

The Company considers a variety of factors in determining and selecting its assumptions for the discount rate at December 31. For the U.S. plans, the discount rate was based on the internal rate of return for a portfolio of high quality bonds rated Aa or higher by either Moody’s or Standard & Poor’s with maturities that are consistent with the projected future benefit payment obligations of the plan. For the Non-U.S. Plans, the discount rates were determined by region and are based on high quality long-term corporate bonds. Consideration has been given to the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate. The rate of compensation increase for all plans and the medical cost trend rate for the applicable U.S. plans are based on plan experience.

The percentage of assets in the Company’s pension plans, by type, is as follows:

			U.S. Plans												Non-U.S. Plans
			2022						2021						2022						2021
Cash and cash equivalents			2		%				1		%				3		%				6		%
Equities			47		%				45		%				18		%				18		%
Fixed income			51		%				54		%				37		%				34		%
Property			—		%				—		%				9		%				6		%
Alternative and other investments			—		%				—		%				33		%				36		%

With respect to the U.S. plans, the expected return on plan assets was determined based on an asset allocation model using the current target allocation, real rates of return by asset class and an anticipated inflation rate. The target investment allocation is 10% equity securities and 90% fixed income securities.

The expected annual rate of return for the non-U.S. plans employs a similar set of criteria adapted for local investments, inflation rates and in certain cases specific government requirements. The target asset allocation, for the non-U.S. plans, consists of approximately: 35% in fixed income securities; 35% in alternative investments; 15% in equity securities; and 15% in properties.

The following tables present the Company’s plan assets for the U.S. and non-U.S. plans using the fair value hierarchy as of December 31, 2022 and 2021. The plans’ assets were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. For more information on a description of the fair value hierarchy, see Note 16.

			U.S. Plans for the Year Ended
			December 31, 2022
(DOLLARS IN MILLIONS)			Level 1						Level 2						Level 3						Total
Cash Equivalents			$	—					$	9					$	—					$	9
Fixed Income Securities
Government & Government Agency Bonds			—						6						—						6
Corporate Bonds			—						73						—						73
Municipal Bonds			—						5						—						5
Assets measured at net asset value**(1)**																					404
Total			$	—					$	93					$	—					$	497
Receivables																					$	1
Total																					$	498

			U.S. Plans for the Year Ended
			December 31, 2021
(DOLLARS IN MILLIONS)			Level 1						Level 2						Level 3						Total
Cash Equivalents			$	—					$	5					$	—					$	5
Fixed Income Securities
Government & Government Agency Bonds			—						15						—						15
Corporate Bonds			—						77						—						77
Municipal Bonds			—						4						—						4
Assets measured at net asset value**(1)**																					547
Total			$	—					$	101					$	—					$	648
Receivables																					$	1
Total																					$	649

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(1)Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets. The total amount measured at net asset value includes approximately $234 million and $294 million in pooled equity funds and $170 million and $253 million in fixed income mutual funds for the years ended December 31, 2022 and 2021, respectively.

			Non-U.S. Plans for the Year Ended
			December 31, 2022
(DOLLARS IN MILLIONS)			Level 1						Level 2						Level 3						Total
Cash			$	14					$	9					$	—					$	23
Equity Securities
U.S. Large Cap			73						—						—						73
U.S. Mid Cap			6						—						—						6
Non-U.S. Large Cap			79						—						—						79
Non-U.S. Mid Cap			4						—						—						4
Non-U.S. Small Cap			1						—						—						1
Emerging Markets			7						—						—						7
Fixed Income Securities
U.S. Corporate Bonds			35						—						—						35
Non-U.S. Treasuries/Government Bonds			144						—						—						144
Non-U.S. Corporate Bonds			34						75						—						109
Non-U.S. Asset-Backed Securities			—						46						—						46
Non-U.S. Other Fixed Income			2						—						—						2
Alternative Types of Investments
Insurance Contracts			—						177						—						177
Derivative Financial Instruments			—						56						—						56
Absolute Return Funds			4						2						—						6
Other			—						64						3						67
Property
Non-U.S. Property			4						—						81						85
Total			$	407					$	429					$	84					$	920

			Non-U.S. Plans for the Year Ended
			December 31, 2021
(DOLLARS IN MILLIONS)			Level 1						Level 2						Level 3						Total
Cash			$	37					$	36					$	—					$	73
Equity Securities
U.S. Large Cap			100						—						—						100
Non-U.S. Large Cap			104						—						—						104
Non-U.S. Mid Cap			1						—						—						1
Non-U.S. Small Cap			1						—						—						1
Emerging Markets			30						—						—						30
Fixed Income Securities
U.S. Corporate Bonds			42						—						—						42
Non-U.S. Treasuries/Government Bonds			162						—						—						162
Non-U.S. Corporate Bonds			58						137						—						195
Non-U.S. Asset-Backed Securities			—						51						—						51
Non-U.S. Other Fixed Income			2						—						—						2
Alternative Types of Investments
Insurance Contracts			—						265						—						265
Derivative Financial Instruments			—						91						—						91
Absolute Return Funds			4						110						—						114
Other			—						2						10						12
Property
Non-U.S. Property			5						—						72						77
Total			$	546					$	692					$	82					$	1,320

Cash and cash equivalents are primarily held in registered money market funds which are valued using a market approach based on the quoted market prices of identical instruments. Other cash and cash equivalents are valued daily by the fund using a market approach with inputs that include quoted market prices for similar instruments.

Equity securities are primarily valued using a market approach based on the quoted market prices of identical instruments. Pooled funds are typically common or collective trusts valued at their net asset values (NAVs).

Fixed income securities are primarily valued using a market approach with inputs that include broker quotes and benchmark yields.

Derivative instruments are valued by the custodian using closing market swap curves and market derived inputs.

Property values are primarily based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market comparable data.

Hedge funds are valued based on valuation of the underlying securities and instruments within the funds. Quoted market prices are used when available and NAVs are used for unquoted securities within the funds.

Absolute return funds are actively managed funds mainly invested in debt and equity securities and are valued at their NAVs.

The following table presents a reconciliation of Level 3 non-U.S. plan assets held during the year ended December 31, 2022:

			Non-U.S. Plans
(DOLLARS IN MILLIONS)			Property												Hedge Funds						Total
Ending balance as of December 31, 2021			$	72											$	10					$	82
Actual return on plan assets			(2)												(1)						(3)
Purchases, sales and settlements			11												(6)						5
Ending balance as of December 31, 2022			$	81											$	3					$	84

The following weighted average assumptions were used to determine the postretirement benefit expense and obligation for the years ended December 31:

			Expense												Liability
			2022						2021												2022						2021
Discount rate			2.90		%				2.60		%										5.40		%				2.90		%
Current medical cost trend rate			6.75		%				7.00		%										6.50		%				6.75		%
Ultimate medical cost trend rate			4.75		%				4.75		%										4.75		%				4.75		%
Medical cost trend rate decreases to ultimate rate in year			2030						2030												2030						2030

The following table presents the sensitivity of disclosures to changes in selected assumptions for the year ended December 31, 2022:

(DOLLARS IN MILLIONS)			U.S. Pension Plans						Non-U.S. Pension Plans						Postretirement Benefit Plan
25 Basis Point Decrease in Discount Rate
Change in PBO			$	12					$	38					N/A
Change in ABO			11						37						1
Change in pension expense			—						5						—
25 Basis Point Decrease in Long-Term Rate of Return
Change in pension expense			1						3						N/A

The Company contributed $31 million to its non-U.S. pension plans in 2022. No contributions were made to the Company’s qualified U.S. pension plans in 2022. The Company made $5 million in benefit payments with respect to its non-qualified U.S. pension plan. In addition, $2 million of payments were made with respect to the Company’s other postretirement plans.

NOTE 16. FINANCIAL INSTRUMENTS

Fair Value

Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs create the following fair value hierarchy:

• Level 1 — Quoted prices for identical instruments in active markets.

• Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable*.*

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the LIBOR swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. The Company does not have any instruments classified as Level 3, other than those included in pension asset trusts included in Note 15. These valuations take into consideration the Company's credit risk and its counterparties’ credit risk.

The carrying value and the estimated fair values of financial instruments at December 31 consisted of the following:

			2022												2021
(DOLLARS IN MILLIONS)			Carrying Value						Fair Value						Carrying Value						Fair Value
LEVEL 1
Cash and cash equivalents(1)			$	483					$	483					$	711					$	711
LEVEL 2
Credit facilities and bank overdrafts(2)			106						106						7						7
Derivatives
Derivative assets(3)			20						20						—						—
Derivative liabilities(3)			56						56						7						7
Commercial paper(2)			187						187						324						324
Long-term debt:
2022 Notes(4)			—						—						300						300
2023 Notes(4)			300						298						300						308
2024 Euro Notes(4)			532						519						565						585
2025 Notes(4)			1,000						884						1,001						968
2026 Euro Notes(4)			845						774						900						960
2027 Notes(4)			1,215						1,006						1,218						1,180
2028 Notes(4)			398						380						397						452
2030 Notes(4)			1,510						1,188						1,511						1,466
2040 Notes(4)			774						535						775						762
2047 Notes(4)			495						390						494						585
2048 Notes(4)			787						685						786						1,026
2050 Notes(4)			1,571						1,021						1,572						1,556
2024 Term Loan Facility(5)			625						625						625						625
2026 Term Loan Facility(5)			625						625						625						625

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(1)The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.

(2)The carrying amount approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments.

(3)The carrying amount approximates fair value as the instruments are marked-to-market and held at fair value on the Consolidated Balance Sheets.

(4)The fair value of the Note is obtained from pricing services engaged by the Company, and the Company receives one price for each security. The fair value provided by the pricing services are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. The inputs to the valuation techniques applied by the pricing services are typically benchmark yields, benchmark security prices, credit spreads, reported trades and broker-dealer quotes, all with reasonable levels of transparency.

(5)The carrying amount approximates fair value as the Term Loans were assumed at fair value and the interest rate is reset frequently based on current market rates.

Derivatives

Forward Currency Forward Contracts

The Company periodically enters into foreign currency forward contracts with the objective of reducing exposure to cash flow volatility associated with its intercompany loans, foreign currency receivables and payables and anticipated purchases of certain raw materials used in operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions.

Commodity Contracts

The Company utilizes options that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as soybeans, soybean oil and soybean meal.

Cash Flow Hedges

Through the third quarter of 2021, the Company maintained several forward currency contracts which qualified as cash flow hedges. The objective of these hedges is to protect against the currency risk associated with forecasted U.S. dollar (“USD”) denominated raw material purchases made by Euro (“EUR”) functional currency entities which result from changes in the EUR/USD exchange rate. The effective portions of cash flow hedges are recorded in other comprehensive income (“OCI”) as a component of Gains (losses) on derivatives qualifying as hedges in the accompanying Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Realized gains/(losses) in accumulated other comprehensive income (loss) (“AOCI”) related to cash flow hedges of raw material purchases are recognized as a component of Cost of goods sold in the accompanying Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income in the same period as the related costs are recognized.

There were no cash flow hedges as of December 31, 2022 and December 31, 2021.

Hedges Related to Issuances of Debt

Subsequent to the issuance of the 2021 Euro Notes and 2026 Euro Notes during the third quarter of 2018, the Company designated the debt as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements is recorded in OCI as a component of foreign currency translation adjustments in the accompanying Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

Subsequent to the issuance of the 2024 Euro Notes during the first quarter of 2016, the Company designated the debt as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements is recorded in OCI as a component of foreign currency translation adjustments in the accompanying Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

During the first quarter of 2016, the Company entered into and terminated two Euro interest rate swap agreements to hedge the anticipated issuance of fixed-rate debt. These swaps were designated as cash flow hedges. The effective portions of cash flow hedges are recorded in OCI as a component of Losses on derivatives qualifying as hedges in the accompanying Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. The Company incurred a loss of €3 million ($3 million) due to the termination of these swaps. The loss is being amortized as interest expense over the life of the 2024 Euro Notes as discussed in Note 9.

During the fourth quarter of 2016 and the first quarter of 2017, the Company entered into interest rate swap agreements to hedge the anticipated issuance of fixed-rate debt, which are designated as cash flow hedges. The various hedge instruments were settled upon issuance of the debt on May 18, 2017 and resulted in a loss of approximately $5 million. As discussed in Note 9, the loss is being amortized as interest expense over the life of the 2047 Notes.

Cross Currency Swaps

During the third quarter of 2022, the Company entered into a transaction to unwind the fourteen outstanding EUR/USD cross currency swaps designated as net investment hedges issued between the third quarter of 2019 and the first quarter of 2022. The Company received proceeds of approximately $183 million, including $11 million of interest income. The gain arising from the termination of the swaps has been included as a component of Accumulated other comprehensive loss.

Following the unwinding of the existing swaps, during the third quarter of 2022, the Company entered into twelve new EUR/USD cross currency swaps, with a notional value of $1.400 billion that mature through November 2030. The swaps all qualified as net investment hedges in order to mitigate a portion of the Company's net European investments from foreign currency risk. As of December 31, 2022, the twelve remaining swaps were in a net liability position with an aggregate fair value of $37 million which were classified as Other assets and Other liabilities on the Consolidated Balance Sheets. Changes in fair value related to cross currency swaps are recorded in OCI.

The following table shows the notional amount of the Company’s derivative instruments outstanding as of December 31, 2022 and December 31, 2021:

			December 31,
(DOLLARS IN MILLIONS)			2022						2021
Foreign currency contracts(1)			$	92					$	46
Commodity contracts(1)			(1)						10
Cross currency swaps			1,400						300

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(1)Foreign currency contracts and commodity contracts are presented net of contracts bought and sold.

The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy) as reflected in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021:

			December 31, 2022
(DOLLARS IN MILLIONS)			Fair Value of Derivatives Designated as Hedging Instruments						Fair Value of Derivatives Not Designated as Hedging Instruments						Total Fair Value
Derivative assets(1)
Foreign currency contracts			$	—					$	1					$	1
Cross currency swaps			19						—						19
Total derivative assets			$	19					$	1					$	20
Derivative liabilities(2)
Cross currency swaps			$	56					$	—					$	56

			December 31, 2021
(DOLLARS IN MILLIONS)			Fair Value of Derivatives Designated as Hedging Instruments						Fair Value of Derivatives Not Designated as Hedging Instruments						Total Fair Value
Derivative liabilities(2)
Foreign currency contracts			$	—					$	2					$	2
Cross currency swaps			5						—						5
Total derivative liabilities			$	5					$	2					$	7

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(1)Derivative assets are recorded to Other assets in the Consolidated Balance Sheets.

(2)Derivative liabilities are recorded as Other current liabilities in the Consolidated Balance Sheets.

The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2022 and December 31, 2021:

(DOLLARS IN MILLIONS)			Amount of Gain (Loss) For the year ended December 31,												Location of Gain (Loss) Recognized in Income on Derivative
2022						2021
Foreign currency contracts			$	7					$	6					Other (income) expense, net

These net gains (losses) mostly offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods.

The following table shows the effect of the Company’s derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2022 and December 31, 2021:

			Amount of Gain (Loss) Recognized in OCI on Derivative and Non-Derivative (Effective Portion)												Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)						Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
			For the years ended December 31,															For the years ended December 31,
(DOLLARS IN MILLIONS)			2022						2021									2022						2021
Derivatives in Cash Flow Hedging Relationships:
Foreign currency contracts			$	—					$	7					Cost of goods sold						$	—					$	(6)
Interest rate swaps (1)			—						1						Interest expense						—						(1)
Derivatives in Net Investment Hedging Relationships:
Cross currency swaps			(16)						14						N/A						—						—
Non-Derivatives in Net Investment Hedging Relationships:
2024 Euro Notes			27						38						N/A						—						—
2021 Euro Notes & 2026 Euro Notes			43						72						N/A						—						—
Total			$	54					$	132											$	—					$	(7)

---

(1)Interest rate swaps were entered into as pre-issuance hedges for the Company's bond offerings.

The ineffective portion of the above noted cash flow hedges and net investment hedges was not material for the years ended December 31, 2022 and 2021.

At December 31, 2022, based on current market rates, the Company does not expect any derivative losses (net of tax), included in AOCI, to be reclassified into earnings within the next 12 months.

NOTE 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of accumulated other comprehensive income (loss):

(DOLLARS IN MILLIONS)			Foreign Currency Translation Adjustments						(Losses) Gains on Derivatives Qualifying as Hedges						Pension and Postretirement Liability Adjustment						Total
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2021			$	(1,133)					$	1					$	(291)					$	(1,423)
OCI before reclassifications			(904)						—						148						(756)
Amounts reclassified from AOCI			—						—						10						10
Net current period other comprehensive income (loss)			(904)						—						158						(746)
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2022			$	(2,037)					$	1					$	(133)					$	(2,169)

(DOLLARS IN MILLIONS)			Foreign Currency Translation Adjustments						(Losses) Gains on Derivatives Qualifying as Hedges						Pension and Postretirement Liability Adjustment						Total
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2020			$	(285)					$	(7)					$	(406)					$	(698)
OCI before reclassifications			(848)						1						97						(750)
Amounts reclassified from AOCI			—						7						18						25
Net current period other comprehensive income (loss)			(848)						8						115						(725)
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2021			$	(1,133)					$	1					$	(291)					$	(1,423)

(DOLLARS IN MILLIONS)			Foreign Currency Translation Adjustments						(Losses) Gains on Derivatives Qualifying as Hedges						Pension and Postretirement Liability Adjustment						Total
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2019			$	(373)					$	2					$	(346)					$	(717)
OCI before reclassifications			88						(5)						(74)						9
Amounts reclassified from AOCI			—						(4)						14						10
Net current period other comprehensive income (loss)			88						(9)						(60)						19
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2020			$	(285)					$	(7)					$	(406)					$	(698)

The following table provides details about reclassifications out of Accumulated other comprehensive loss to the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income:

			Year Ended December 31,
(DOLLARS IN MILLIONS)			2022						2021						2020						Affected Line Item in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
(Losses) gains on derivatives qualifying as hedges
Foreign currency contracts			$	—					$	(7)					$	6					Cost of goods sold
Interest rate swaps			—						(1)						(1)						Interest expense
Tax			—						1						(1)						Provision for income taxes
Total			$	—					$	(7)					$	4					Total, net of income taxes
(Losses) gains on pension and postretirement liability adjustments
Prior service cost			$	7					$	7					$	7					(1)
Actuarial losses			(21)						(38)						(30)						(1)
Other items			—						17						—						(2)
Tax			4						(4)						9						Provision for income taxes
Total			$	(10)					$	(18)					$	(14)					Total, net of income taxes

---

(1)The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. Refer to Note 15 to the Consolidated Financial Statements for additional information regarding net periodic benefit cost.

(2)Represents certain amounts of pension income that were corrected in 2021.

NOTE 18. CONCENTRATIONS OF CREDIT RISK

The Company does not have significant concentrations of risk in financial instruments. Temporary investments are made in a well-diversified portfolio of high-quality, liquid obligations of government, corporate and financial institutions. There are also limited concentrations of credit risk with respect to trade receivables because the Company has a large number of customers who are spread across many industries and geographic regions. The Company’s larger customers are each spread across many sub-categories of its segments and geographical regions. The Company had no customer that accounted for more than 10% of its consolidated net sales for the years ended 2022, 2021 and 2020.

NOTE 19. COMMITMENTS AND CONTINGENCIES

Guarantees and Letters of Credit

The Company has various bank guarantees, letters of credit and surety bonds which are available for use to support its ongoing business operations, satisfy governmental requirements associated with pending litigation in various jurisdictions and the payment of customs duties.

At December 31, 2022, the Company had total bank guarantees, commercial guarantees, standby letters of credit and surety bonds of approximately $434 million with various financial institutions. Included in the above aggregate amount was a total of approximately $14 million for other assessments in Brazil for various income tax and indirect tax disputes related to fiscal years 1998-2011. There was a total of approximately $116 million outstanding under the bank guarantees, standby letters of credit and commercial guarantees as of December 31, 2022.

In order to challenge the assessments in these cases in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of approximately $8 million as of December 31, 2022.

Lines of Credit

The Company has various lines of credit which are available to support its ongoing business operations. As of December 31, 2022, the Company had available lines of credit of approximately $1.859 billion with various financial institutions, in addition to the $902 million of capacity under the Credit Facility. There were total draw downs of approximately $297 million pursuant to these lines of credit as of December 31, 2022, including approximately $187 million related to the issuance of commercial paper and $100 million related to borrowings under the Amended Revolving Credit Facility. Refer to Note 9 for additional information.

Litigation

The Company assesses contingencies related to litigation and/or other matters to determine the degree of probability and range of possible loss. A loss contingency is accrued in the Company’s Consolidated Financial Statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly sensitive and requires judgments about future events. On at least a quarterly basis, the Company reviews contingencies related to litigation to determine the adequacy of accruals. The amount of ultimate loss may differ from these estimates and further events may require the Company to increase or decrease the amounts it has accrued on any matter.

Periodically, the Company assesses its insurance coverage for all known claims, where applicable, taking into account aggregate coverage by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with its insurance carriers. The liabilities are recorded at management’s best estimate of the probable outcome of the lawsuits and claims, taking into consideration the facts and circumstances of the individual matters as well as past experience on similar matters. At each balance sheet date, the key issues that management assesses are whether it is probable that a loss as to asserted or unasserted claims has been incurred and if so, whether the amount of loss can be reasonably estimated. The Company records the expected liability with respect to claims in Other liabilities and expected recoveries from its insurance carriers in Other assets. The Company recognizes a receivable when it believes that realization of the insurance receivable is probable under the terms of the insurance policies and its payment experience to date.

Litigation Matters

On August 12, 2019, Marc Jansen filed a putative securities class action against IFF, its then Chairman and CEO, and its then-CFO, in the United States District Court for the Southern District of New York. The lawsuit was filed after IFF disclosed that preliminary results of investigations indicated that Frutarom businesses operating principally in Russia and Ukraine had made improper payments to representatives of customers. On March 16, 2020, an amended complaint was filed, which added Frutarom and certain former officers of Frutarom as defendants. The amended complaint alleges, among other things, that defendants made materially false and misleading statements or omissions concerning IFF’s acquisition of Frutarom, the integration of the two companies, and the companies’ financial reporting and results. The amended complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and under the Israeli Securities Act-1968, against all defendants, and under Section 20(a) of the Securities Exchange Act of 1934 against the individual defendants, on behalf of a putative class of persons and entities who purchased or otherwise acquired IFF securities on the New York Stock Exchange between May 7, 2018 and August 12, 2019 and persons and entities who purchased or otherwise acquired IFF securities on the Tel Aviv Stock Exchange between October 9, 2018 and August 12, 2019. The amended complaint seeks an award of unspecified compensatory damages, costs, and expenses. IFF, its officers, and Frutarom filed a motion to dismiss the case on June 26, 2020, which was granted on March 30, 2021. On April 28, 2021, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. Lead plaintiffs are pursuing the appeal only against Frutarom and certain former officers of Frutarom. The parties have submitted their briefs to the Court of Appeals. The Second Circuit held oral argument on February 10, 2022. On September 30, 2022, the Second Circuit affirmed the dismissal of Plaintiffs' claims. On October 14, 2022, Plaintiffs filed a Petition for Rehearing En Banc, which the Second Circuit denied on January 4, 2023.

Two motions to approve securities class actions were filed in the Tel Aviv District Court, Israel, in August 2019, similarly alleging, among other things, false and misleading statements largely in connection with IFF’s acquisition of Frutarom and the above-mentioned improper payments. One motion (“Borg”) asserts claims under the U.S. federal securities laws against IFF, its former Chairman and CEO, and its former CFO. On November 8, 2020, IFF and its officers filed their response to the Borg motion. On April 20, 2021, Mr. Borg filed a motion to stay the proceeding pending an appellate decision in the U.S. proceeding. On June 15, 2021, August 11, 2021, November 9, 2021, January 9, 2022, April 7, 2022 and July 10, 2022, the U.S. lead plaintiffs filed update notices with the Israeli court regarding the appeal in the U.S. proceeding. The other motion (“Oman”) (following an initial amendment) asserted claims under the Israeli Securities Act-1968 against IFF, its former Chairman and CEO, and its former CFO, and against Frutarom and certain former Frutarom officers and directors, as well as claims under the Israeli Companies Act-1999 against certain former Frutarom officers and directors. On February 17, 2021, the court granted a motion by the Oman plaintiff to remove IFF and its officers from the motion and to add factual allegations from the US amended complaint. The amended Oman motion was filed on July 4, 2021. On August 29, 2021, the former Frutarom officers and certain former Frutarom directors filed a motion to dismiss the case. On September 30, 2021, Frutarom notified the court that it joins the legal arguments made in the motion to dismiss. On February 22, 2022, the court denied the motion to dismiss. On July 14, 2022, the court approved the parties’ motion to mediate the dispute, which postpones all case deadlines until after the mediation. Also stayed is a request to appeal the court’s denial of the motion to dismiss filed by the former Frutarom officers and certain former Frutarom directors. The parties held the first of multiple mediation meetings on September 13, 2022 and November 22, 2022.

On October 29, 2019, IFF and Frutarom filed a claim in the Tel Aviv District Court, Israel, against Ori Yehudai, the former President and CEO of Frutarom, and against certain former directors of Frutarom, challenging the bonus of US $20 million granted to Yehudai in 2018. IFF and Frutarom allege, among other things, that Yehudai was not entitled to receive the bonus because he breached his fiduciary duty by, among other things, knowing of the above-mentioned improper payments and failing to prevent them from being made. The parties agreed, pursuant to the court’s recommendation, to attempt to resolve the dispute through mediation, and a court decision is pending with regard to the order in which this claim and the class action described below will be heard.

On March 11, 2020, an IFF shareholder filed a motion to approve a class action in Israel against, among others, Frutarom, Yehudai, and Frutarom’s former board of directors, alleging that former minority shareholders of Frutarom were harmed as a result of the US $20 million bonus paid to Yehudai. The parties to this motion agreed to attempt to resolve the dispute through mediation to take place regarding the aforesaid claim against Yehudai. On July 27, 2021, counsel to the movant in the class action filed a notice with the court that the mediation process ended without an agreement. On August 26, 2021, a motion to dismiss the class action application was filed by Yehudai and certain former directors of Frutarom. On September 9, 2021, an additional motion to dismiss was filed by other former directors of Frutarom together with ICC Industries, Inc. and its affiliates. On December 9, 2021, the court denied the motions to dismiss. Responses to the class action motion were filed in May 2022, and applicant’s response was filed in December 2022.

Investigation

On June 3, 2020, the Israel Police’s National Fraud Investigation Unit and the Israeli Securities Authority commenced an investigation into Frutarom and certain of its former executives, based on suspected bribery of foreign officials, money laundering, and violations of the Israeli Securities Act-1968. As part of the investigation, the National Fraud Investigation Unit and the Israeli Securities Authority have provided IFF and Frutarom with various orders, mainly requesting that IFF and Frutarom provide certain documents and materials. In addition, a seizure of assets was imposed on Frutarom and certain of its affiliates. IFF has been working to ensure compliance with such orders, all in accordance with, and subject to, Israeli law. On August 25, 2021, the Israeli Police informed Frutarom that they have decided to remove the temporary criminal seizure of assets order from the real estate assets of Frutarom and its related companies, which was done in parallel with the transfer of the case to the District Attorney’s Office in Israel.

China Facilities

Hangzhou Ingredients Plant

As previously disclosed, in 2014 the Company agreed to relocate an ingredients facility in Hangzhou, China to Jiande, China. In connection with such relocation, the Company entered into a land swap and relocation agreement with the local authority pursuant to which the Company agreed to transfer ownership of the land underlying the facility in exchange for various elements of compensation, including cash and land use rights for the new facility. The Company initially determined that the gain, if any, would be recognized upon final transfer of ownership. During the fourth quarter of 2019, the Company completed the final environmental cleanup activities and transferred ownership of the land to the local authority. The amount of the gain ultimately recognized in the fourth quarter of 2019 was $4 million. The amount was recorded as a component of Other income, net.

The net book value of the plant in Jiande, China was approximately $59 million as of December 31, 2022.

Guangzhou Taste Plant

During the fourth quarter of 2016, the Company was notified that certain governmental authorities have begun to evaluate a change in the zoning of the Guangzhou Taste plant. The zoning, if changed, would prevent the Company from continuing to manufacture product at the existing plant. The ultimate outcome of any change that the governmental authorities may propose, the timing of such a change, and the nature of any compensation arrangements that might be provided to the Company are uncertain. To address the governmental authorities' requirements, the Company has been transferring certain production capabilities from the Guangzhou Taste plant to a newly built facility in Zhangjiagang.

The net book value of the Guangzhou and Zhangjiagang Taste plants was approximately $51 million and $37 million, respectively, as of December 31, 2022.

Guangzhou Scent Plant

During the second quarter of 2019, the Company was notified that certain governmental authorities had changed the zoning where the Guangzhou Scent plant is located. The zoning change did not affect the current operations but prevents expansions or other increases in the operating capacity of the plant. The Company believes that it is possible that the zoning may be enforced in the future such that it would not be able to continue manufacturing at the existing site. The ultimate outcome of any change that the governmental authorities may propose, the timing of such a change, and the nature of any compensation arrangements that might be provided to the Company are uncertain.

The net book value of the Guangzhou Scent plant was approximately $7 million as of December 31, 2022.

Zhejiang Ingredients Plant

In the fourth quarter of 2017, the Company concluded discussions with the government regarding the relocation of its Fragrance Ingredients plant in Zhejiang and, based on the agreements reached, expects to receive total compensation payments up to approximately $50 million. The relocation compensation will be paid to the Company over the period of the relocation. The Company received payments totaling $30 million through the end of 2019. In the third quarter of 2020, the Company received a payment of approximately $13 million. A final payment is expected to be received in March 2023 upon final delivery of the land to the government.

Production at the facility ceased during 2019. In the second quarter of 2020, the Company transferred ownership of the site to the government. The land remediation activities have been completed in November 2022, however the Company is still in process of completing the final land restoration activities in order to restore the land to its original height, per the government’s request. This process is expected to be completed in February 2023 and final delivery of the land to the government is expected to be completed in March 2023.

During the second quarter of 2020, the remaining net book value of the plant was written off. Products previously manufactured at the Zhejiang Ingredients plant are now being produced at the Company’s Ingredients plant in Jiande.

Total China Operations

The total net book value of all plants in China was approximately $243 million as of December 31, 2022.

If the Company is required to close a plant, or operate one at significantly reduced production levels on a permanent basis, the Company may be required to record charges that could have a material impact on its consolidated financial results of operations, financial position and cash flows in future periods.

Environmental Proceedings

The Company is reporting the following environmental matter in compliance with SEC requirements to disclose environmental proceedings where a governmental authority is a party and that involve potential monetary sanctions of $300,000 or greater. On May 27, 2022, the Solae, LLC Memphis site (“Solae”) was served an Administrative Order and Assessment (the “Order”) by the City of Memphis related to alleged wastewater discharge violations. Solae submitted an appeal of the Order on June 24, 2022. Discussions with the City regarding potential resolution of the violations and penalties related to said violations are ongoing. Additionally, the Solae facility has undertaken capital project efforts, some of which began prior to the issuance of the Order, that are anticipated to address, on a schedule consistent with the Order, deadlines for attaining compliance with current wastewater permit requirements. This matter is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.

Other Contingencies

The Company has contingencies involving third parties (such as labor, contract, technology or product-related claims or litigation) as well as government-related items in various jurisdictions in which it operates pertaining to such items as value-added taxes, other indirect taxes, customs and duties and sales and use taxes. It is possible that cash flows or results of operations, in any period, could be materially affected by the unfavorable resolution of one or more of these contingencies.

The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, the Company believes it has valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, the Company is required to, and has provided, bank guarantees and pledged assets in the aggregate amount of approximately $22 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date.

Brazil Tax Credits

In 2017 the Brazilian Supreme Court (“BSC”) ruled that Brazilian tax authorities should not include a value added tax known as “ICMS” in the calculation of certain indirect taxes (“PIS/COFINS”). By removing the ICMS from the calculation of the indirect tax base, the Court effectively eliminated a “tax on tax”. The Brazilian tax authorities filed an appeal seeking clarification of certain matters, including the amount of ICMS to which taxpayers would be entitled in order to reduce their indirect tax base (i.e. the gross rate or the net rate).

In light of the BSC's decision, in November 2017, the Company filed suit consistent with the BSC decision to require that ICMS be excluded from the PIS/COFINS calculation and received a favorable preliminary decision that was confirmed by the BSC in September 2018. This preliminary ruling granted the Company the right to prospectively exclude ICMS amounts from the PIS/COFINS calculation, but left open the issue of whether the Company could recover the gross or net amount of ICMS amounts paid on PIS/COFINS for the period from November 2011 to December 2018.

In January 2020, the Company was informed of a favorable ruling from the Brazilian tax authorities confirming that the Company was entitled to recover the overpayments of certain indirect taxes (known as PIS/COFINS) for the period from November 2011 to December 2018, plus interest on the amount of the overpayments. The overpayments arose from the inclusion of a value added tax known as ICMS in the calculation of the PIS/COFINS tax. The ruling did not, however, settle the question of whether the Company is eligible to recover overpayments based on the gross or the net amount of ICMS amounts paid on PIS/COFINS. The Company calculated the amount of overpayments using the gross method which yields a higher amount than the application of the net method. A final ruling on the gross versus net amount issue was made by the BSC who affirmed the use of the gross calculation with respect to claims submitted prior to March 2017. Although the Company had not submitted a claim until after March 2017, the Company believes that the Supreme Court, whilst confirming the use of the gross method of calculation, does not override the January 2020 ruling by the Brazilian tax authorities with respect to the timeframe for the calculation.

In addition to the $8 million recognized in the fourth quarter of 2019, during the first quarter of 2020 the Company recognized $4 million as an additional recovery on the existing claim. During 2020, the Company also recognized $3 million related to a claim from another of its subsidiaries in Brazil. The income was recognized as a reduction in Selling and Administrative expenses.

Avicel® PH NF (Pharma Solutions)

The Company has determined that certain grades of microcrystalline cellulose (Avicel® PH 101, 102, and 200 NF and Avicel® RC-591 NF) were found to be out-of-specification. The Company does not expect the OOS conductivity issue to affect the functionality of Avicel® NF grades or to pose a human health hazard. Corrective actions have been implemented to improve operational and laboratory conditions. Based on the information available, as of December 31, 2022, payments associated with the issue were approximately $34 million, and the Company has a current accrual of approximately $19 million. The total amount of exposure may increase if additional customers present claims or other exposures are identified.

Other

The Company determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that either a loss is reasonably possible or a loss in excess of accrued amounts is reasonably possible and the amount of losses or range of losses is determinable. For all third party contingencies (including labor, contract, technology, tax, product-related claims and business litigation), the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $46 million. The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the matters in question. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above.

NOTE 20. REDEEMABLE NON-CONTROLLING INTERESTS

Through certain subsidiaries of the Company’s Frutarom acquisition, there are certain non-controlling interests that carry redemption features. The non-controlling interest holders have the right, over a stipulated period of time, to sell their respective interests to Frutarom, and Frutarom has the option to purchase these interests (subject to the same timing). In most cases, these options carry similar price and conditions of exercise, and will be settled on a pre-agreed formula based on a multiple of the average EBITDA of consecutive quarters to be achieved during the period ending prior to the exercise date.

The following table sets forth the details of the Company's redeemable non-controlling interests:

(DOLLARS IN MILLIONS)						Redeemable Non-controlling Interests
Balance at December 31, 2019						$	99
Impact of foreign exchange translation						13
Share of profit or loss attributable to redeemable non-controlling interests						3
Redemption value adjustment for the current period						(2)
Measurement period adjustments						(1)
Dividends paid						(2)
Exercises of redeemable non-controlling interests						(12)
Balance at December 31, 2020						$	98
Impact of foreign exchange translation						1
Share of profit or loss attributable to redeemable non-controlling interests						6
Redemption value adjustment for the current period						2
Dividends paid						(2)
Balance at December 31, 2021						$	105
Impact of foreign exchange translation						(6)
Share of profit or loss attributable to redeemable non-controlling interests						4
Redemption value adjustment for the current period						5
Exercises of redeemable non-controlling interests						(49)
Balance at December 31, 2022						$	59

NOTE 21. ASSETS HELD FOR SALE

During the fourth quarter of 2022, the Company announced it had entered into an agreement to sell a portion of its Savory Solutions business, which is part of the Nourish segment. In addition, in the first quarter of 2023, the Company announced it had entered into an agreement to sell its Flavor Specialty Ingredients business within the Scent segment. Both transactions are subject to customary closing conditions and are expected to close in the second quarter and third quarter of 2023, respectively.

The sales do not constitute a strategic shift of the Company’s operations and do not, and will not, have major effects on the Company’s operations and financial results; therefore, the transactions do not meet the discontinued operations criteria.

It was determined that the assets and liabilities of these businesses met the criteria to be presented as “held for sale.” As a result, as of December 31, 2022, such assets and liabilities were classified as held for sale and are reported on the Consolidated Balance Sheets. The Company expects that the sale proceeds less costs to sell will exceed the preliminary estimate of the carrying value of the net assets for both businesses. The carrying value is subject to change based on developments leading up to the closing date.

Included in the Company’s Consolidated Balance Sheets as of December 31, 2022 are the following carrying amounts of the assets and liabilities held for sale:

(DOLLARS IN MILLIONS)			December 31, 2022
Assets
Cash and cash equivalents			$	52
Trade receivables, net			85
Inventories			157
Property, plant and equipment, net			92
Goodwill			348
Other intangible assets, net			428
Operating lease right-of-use assets			13
Other assets			25
Total assets held-for-sale			$	1,200
Liabilities
Accounts payable			$	56
Deferred tax liability(1)			92
Other liabilities			64
Total liabilities held-for-sale			$	212

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(1)The Company is currently analyzing the tax impact of the sale transaction and has included preliminary numbers for the deferred tax liability, which are subject to further updates.

Microbial Control

During the third quarter of 2021, the Company announced it had entered into an agreement to sell its Microbial Control business unit, which is a part of the Health & Biosciences segment. The Company acquired the Microbial Control business unit as part of the Merger with N&B. See Note 4 for additional information.

Included in the Company’s Consolidated Balance Sheets as of December 31, 2021 are the following carrying amounts of the assets and liabilities held for sale:

(DOLLARS IN MILLIONS)			December 31, 2021
Assets
Trade receivables, net			$	63
Inventories			125
Property, plant and equipment, net			30
Goodwill			536
Other intangible assets, net			349
Operating lease right-of-use assets			5
Other assets			14
Total assets held-for-sale			$	1,122
Liabilities
Accounts payable			$	69
Deferred tax liability			24
Other liabilities			8
Total liabilities held-for-sale			$	101

(a)(3) EXHIBITS

Exhibit Number			Description
2.1			Agreement and Plan of Merger, dated May 7, 2018, by and among the Registrant, Frutarom Industries Ltd. and Icon Newco Ltd., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2018.
2.2			Amendment No. 1 to Agreement and Plan of Merger, dated August 25, 2018, by and among International Flavors & Fragrances, Inc., Frutarom Industries Ltd. and Icon Newco Ltd. incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2018.
2.3			Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 18, 2019.
2.4			Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on December 18, 2019.
2.4(i)			Amendment No. 1 to the Separation and Distribution Agreement, dated January 22, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 25, 2021.
2.4(ii)			Amendment No. 2 to the Separation and Distribution Agreement, dated February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on February 3, 2021.
3.1			Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 10(g) to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2002.
3.2			Bylaws of International Flavors & Fragrances Inc., effective as of December 13, 2022, incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 19, 2022.
4.1			Indenture, dated as of April 4, 2013, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2013.
4.2			Indenture, dated as of March 2, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Debt Security), incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-209889) filed on March 2, 2016.
4.3			First Supplemental Indenture, dated as of March 14, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K filed on March 14, 2016.
4.4			Second Supplemental Indenture, dated as of May 18, 2017, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K filed on May 18, 2017.
4.5			Third Supplemental Indenture, dated as of September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.6			Form of Amortizing Note, incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.7			Purchase Contract Agreement, dated September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as purchase contract agent, as attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under the indenture referred to therein, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.8			Form of Unit, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.9			Form of Purchase Contract, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.10			Fourth Supplemental Indenture, dated as of September 25, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.
4.11			Form of Global Note for the 2021 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.
4.12			Form of Global Note for the 2026 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.

Exhibit Number			Description
4.13			Fifth Supplemental Indenture, dated as of September 26, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.14			Form of Global Note for the 2020 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.15			Form of Global Note for the 2028 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.16			Form of Global Notes for the 2048 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.17			Indenture, dated as of September 16, 2020, between the N&B and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 99.16 to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-238072) filed on October 5, 2020.
4.18			First Supplemental Indenture, dated as of February 1, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as Trustee. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.
4.19			Second Supplemental Indenture, dated as of March 4, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2021.
4.20			Icon Debt Assumption Supplement, dated as of March 4, 2021, among Neptune Merger Sub II LLC (as successor by merger to Nutrition & Biosciences, Inc.) and International Flavors & Fragrances Inc., and as acknowledged by Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2021.
4.21			Description of Securities, incorporated by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K filed on March 3, 2020.
*10.1			Letter Agreement, dated as of May 26, 2014, between the Registrant and Andreas Fibig, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 28, 2014.
*10.2			Letter Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 18, 2022, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2022.
*10.3			Supplemental Retirement Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2008.
*10.4			2021 Stock Award and Incentive Plan, incorporated by reference to Annex 1 to the Registrant’s Proxy Statement filed with the Commission on March 23, 2021.
*10.5			Form of Restricted Stock Units Agreement – Non-Employee Director under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.6			Form of Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.7			Form of Equity Choice Program Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.8			Form of Performance-Based Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.9			2015 Stock Award and Incentive Plan, as amended and restated February 7, 2017, incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2017.
*10.10			Form of Annual Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.11			Form of Long-Term Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.12			Form of Equity Choice Program Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.

Exhibit Number			Description
*10.13			Form of Restricted Stock Units Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.14			Form of Non-Employee Director Restricted Stock Units Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.15			Form of Equity Choice Program Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2015.
*10.16			Form of Long-Term Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed on March 1, 2016.
*10.17			Amended and Restated Executive Severance Policy, as amended through and including November 1, 2017, incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2018 (the “Executive Severance Policy”).
*10.18			Amendment to the Executive Severance Policy dated November 3, 2020, incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2021.
*10.19			Form of Director/Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 28, 2008.
*10.20			Form of Executive Death Benefit Program - Plan Agreement, incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
*10.21(i)			Deferred Compensation Plan, as amended and restated December 12, 2011, incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012 (the “Deferred Compensation Plan”).
*10.21(ii)			First Amendment to the Deferred Compensation Plan dated as of December 31, 2020, incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2021.
*10.22			Deferred Compensation Plan (the “2023 Deferred Compensation Plan”), incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on November 29, 2022.
10.23(i)			Credit Agreement, dated as of November 9, 2011, amended and restated as of December 2, 2016, among the Registrant, International Flavors & Fragrances (Luxembourg) S.à.r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.28 to the Registrant’s Current Report on Form 8-K filed on December 5, 2016.
10.23(ii)			Amendment No. 1 to Credit Agreement, dated as of May 21, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2018.
10.23(iii)			Amendment No. 2 to Credit Agreement, dated as of June 6, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 8, 2018.
10.23(iv)			Amendment No. 3 to Credit Agreement, dated as of July 13, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2018.
10.23(v)			Amendment No. 4 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 22, 2020.
10.23(vi)			Second Amended and Restated Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 28, 2020.

Exhibit Number			Description
10.23(vii)			Third Amended and Restated Credit Agreement, dated as of July 28, 2021 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on 8-K filed on July 28, 2021.
10.23(viii)			Amendment No.1 to Third Amended and Restated Credit Agreement, dated as of August 4, 2022, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 8, 2022.
10.24(i)			Term Loan Credit Agreement, dated as of June 6, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 8, 2018.
10.24(ii)			Amendment No 1. to Credit Agreement, dated as of July 13, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2018.
10.24(iii)			Amendment No. 2 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report filed on Form 8-K filed on January 22, 2020.
10.24(iv)			Amendment No. 3 to Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 28, 2020.
10.25			Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc, incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 18, 2019.
10.25(i)			Amendment to the Employee Matters Agreement, dated January 22, 2021, by and among International Flavors & Fragrances Inc., DuPont de Nemours, Inc. and Nutrition & Biosciences, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 25, 2021.
10.26(i)			Term Loan Credit Agreement, dated as of May 15, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch, as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 21, 2020.
10.26(ii)			Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, among the Company, as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch as administrative agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 28, 2020.
10.26(iii)			Amendment No. 2 to Term Loan Credit Agreement, dated as of August 4, 2022, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2022.
10.27			Term Loan Credit Agreement, dated as of January 17, 2020, by and among Nutrition & Biosciences, Inc., as borrower, and Morgan Stanley Senior Funding Inc., as administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 99.14 to the Registrant’s Form S-4 Registration Statement filed on October 5, 2020.
10.27(i)			Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, by and among Nutrition & Biosciences, Inc., the lenders signatory thereto and Morgan Stanley Senior Fund, Inc., as administrative agent, incorporated by reference to Exhibit 99.15 to the Registrant’s Form S-4 Registration Statement filed on October 5, 2020.
10.28			Co-Operation Agreement, dated as of March 7, 2021, incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 8, 2021.
10.29			Tax Matters Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.
10.30			Intellectual Property Cross-License Agreement, dated as of February 1, 2021, by and between Nutrition & Biosciences, Inc. and DuPont de Nemours, Inc., incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.

Exhibit Number			Description
21			List of Principal Subsidiaries.
23			Consent of PricewaterhouseCoopers LLP.
31.1			Certification of Frank Clyburn pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Glenn Richter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32			Certification of Frank Clyburn and Glenn Richter pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extensions Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase

____________________

*Management contract or compensatory plan or arrangement