International Flavors & Fragrances (IFF) 10-K risk factor changes: FY2024 vs FY2023

- If we are unable to successfully execute [removed: the next phase of] our strategic transformation, including our portfolio optimization, it may have a material adverse effect on our business, results of operations and financial condition.

- Our results of operations may be negatively impacted by the outcome of uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class [removed: actions] [added: action] lawsuits.

[removed: - Supply chain disruptions,] [added: Similarly,] geopolitical developments, [removed: including] [added: such as] the [added: US-China relations, escalating tensions between China and Taiwan, the] Russia-Ukraine war, the Israel-Hamas war and wider Middle East developments (including disruptions to the Red Sea passage or such conflicts spreading further in the relevant regions), [removed: or climate-change events (including severe weather events) may adversely affect our suppliers or] [added: could also impact, among other things, certain raw material, energy and transportation costs, certain of] our [removed: procurement] [added: suppliers, distributors, customers and local markets, global and local macroeconomic conditions, and cause further supply chain disruptions (including by delaying the delivery times] of raw [removed: materials, and thus may impact] [added: materials needed for] our business [removed: and financial results.][added: or our products to customers).]

[removed: - A] [added: A] significant data breach or other disruption to our information technology systems could disrupt our operations, result in the loss of confidential information or personal data, and adversely impact our reputation, [added: productivity,] business or results of [removed: operations.][added: operations.]

- We are subject to risks associated with the potential use of [removed: artificial intelligence (“AI”)] [added: AI] in our own operations and by third-party partners that we may engage with.

- [removed: Economic uncertainty, including increased inflation,] [added: Regulatory, consumer and economic trends] may [added: result in significant costs or] adversely affect demand for our products which may have a negative impact on our operating results and future growth.

[removed: -] If we are unable to [added: anticipate or] react [added: to these trends] in a timely and cost-effective [removed: manner to changes in consumer trends, such as increasing awareness of health and wellness,] [added: manner,] our [added: productivity,] results of operations and future growth may be adversely affected.

- We are subject to increasing customer, consumer, shareholder and regulatory focus on sustainability, which may result in additional costs in order to meet new [removed: requirements.][added: requirements, including adversely affecting our stock price, results of operations and access to capital.]

- If we fail to successfully enter into or close collaborations, joint ventures, [removed: partnerships or] [added: partnerships,] acquisitions, or [added: divestitures, or] successfully manage such transactions, it could adversely affect our business and growth opportunities.

- We could be adversely affected by violations, by us or our counterparties, of [removed: the] U.S. [removed: Foreign Corrupt Practices Act, similar U.S.] or foreign anti-bribery and anti-corruption laws and regulations, applicable sanctions [added: or competition] laws and regulations in the jurisdictions in which we operate or ethical business practices and related laws and regulations.

As of December 31, [removed: 2023,] [added: 2024,] our total debt was [removed: $10.071] [added: $8.977] billion.

In addition, our existing Revolving Credit Facility and Term [removed: Loans] [added: Loan] are also at variable interest rates, exposing us to potentially material interest rate risk at our current level of indebtedness.

In addition, our existing Revolving Credit Facility and Term [removed: Loans] [added: Loan] have pricing grids that are based on credit rating, such that our cost of borrowing may increase [removed: as] [added: if] our public debt rating decreases.

Our Revolving Credit Facility and Term [removed: Loans] [added: Loan] contain various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a maximum ratio of net debt for borrowed money to credit adjusted EBITDA in respect of the previous four fiscal quarters.

On September 19, 2023, we entered into further amendments to our Revolving Credit Facility and Term [removed: Loans] [added: Loan] that extend certain relief with respect to this financial covenant by providing that during the relief period our leverage ratio shall not exceed as of the end of the fiscal quarter (for the period of the four fiscal quarters then ended): (i) 5.25x for any fiscal quarter ending on or before March 31, 2024, (ii) 4.75x for the fiscal quarter ending June 30, 2024, (iii) 4.50x for the fiscal quarter ending September 30, 2024, (iv) 4.25x for any subsequent fiscal quarter ending on or before March 31, 2025, (v) 4.00x for any subsequent fiscal quarter ending on or before September 30, 2025 and (vi) 3.75x for the fiscal quarter ending December 31, 2025.

The financial covenant relief provided in [removed: these most recent] [added: the September 2023] amendments superseded the ratios and step downs set forth in prior amendments to these credit facilities entered into on August 4, 2022 and March 23, 2023.

During the financial covenant relief period, the Term [removed: Loans are] [added: Loan is] subject to a mandatory prepayment provision whereby certain asset sale proceeds must be used to pay down amounts outstanding thereunder.

See Note [removed: 9] [added: 14] for additional information on the amendments to the debt agreements.

Our level of indebtedness, as well as a failure to comply with covenants under our debt instruments, could adversely affect our business, results of [removed: operation] [added: operations] and financial condition or our ability to return capital to our shareholders and any additional debt modifications, instruments or covenant reliefs may subject us to additional covenants and restrictions.

If we are unable to successfully execute [removed: the next phase of] our strategic transformation, including our portfolio optimization, it may have a material adverse effect on our business, results of operations and financial condition.

Implementing such [removed: changes] [added: transactions] can be complex, costly and time-consuming and may also result in [added: additional expenses and] unanticipated issues, such as [removed: additional expenses,] competitive responses, employee turnover or impact on our commercial relationships.

As a part of our ongoing strategic transformation and our portfolio optimization [removed: strategy as discussed above,] [added: strategy,] we continue to evaluate and work towards divestitures or strategic transactions.

For instance, during the [removed: third quarter of 2022, the] second [removed: quarter of 2023] and [removed: the] third quarter of [removed: 2023,] [added: 2024,] we completed divestitures of our [removed: Microbial Control business, a portion of the Savory Solutions] [added: Cosmetic Ingredients] business and our [removed: Flavor Specialty Ingredients] [added: Flavors and Essences UK] business, respectively.

[removed: The successful entry into and closing of such] [added: Strategic] transactions [removed: is contingent] [added: are generally dependent] on many [removed: factors,] [added: factors which we cannot fully control,] including, among other things, [removed: the performance of the underlying assets or business as well as the] relevant industry dynamics [removed: overall,] [added: or macroeconomic conditions,] the interest of potential buyers and their ability to finance such transactions (which is also impacted by general economic and financial conditions and market dynamics), [added: the performance of the underlying assets or business,] requisite regulatory approvals, and related separation activities.

[removed: Divestitures] [added: For instance, divestitures] involve separation costs and efforts that may divert management’s and employees’ attention and also result in stranded costs and dis-synergies for the Company.

Moreover, divestitures often entail post-closing [removed: third party] [added: third-party] agreements, such as supply arrangements (including with “take or pay” provisions), product manufacturing, cross-licensing, transitional, or site services agreements (“ancillary agreements”), that may bind the Company for certain periods after closing, during which market or Company conditions may change.

Any failure to enter into, complete or potential delays in closing any such transaction, any failure to [added: avoid potential post-closing disputes, any failure to] mitigate or manage the associated costs of such transactions, or obtain appropriate terms for ancillary agreements, could [added: result in significant costs,] adversely affect the [added: successful] implementation of our portfolio optimization strategy as well as our financial condition, including our leverage ratio.

Our results of operations may be negatively impacted by the outcome of uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class [removed: actions] [added: action] lawsuits.

From time to time we are involved in a number of legal claims, regulatory [removed: investigations] [added: investigations, shareholder litigation] and [added: other] litigation, including claims related to intellectual property, product liability, competition and antitrust, [added: personal injury,] environmental matters and indirect taxes.

Our manufacturing and other facilities may expose us to environmental [added: claims,] claims [removed: and] [added: of personal injury (including from alleged exposure to facilities’ emissions),] regulatory investigations and potential fines.

We may face additional civil suits in the United States or [removed: elsewhere,] [added: elsewhere] relating to such alleged conduct.

[added: At this] time, we are unable to predict or determine the scope, duration, or outcome of these [removed: investigations.][added: investigations and lawsuits.]

Poor results of operations, liquidity or financial [removed: condition—particularly] [added: condition-particularly] as we work towards implementation of our ongoing strategic transformation and our portfolio optimization [removed: strategy—may] [added: strategy-may] increase the likelihood of shareholder litigation.

In connection with our manufacturing of our products, we often rely on [removed: third party] [added: third-party] suppliers for [added: such] raw materials.

We use many different raw materials for our business, such as essential oils, extracts and concentrates derived from fruits, vegetables, flowers, woods and other botanicals, animal products, raw fruits, organic chemicals and petroleum-based chemicals, as well as, gelatin, glycols, cellulose [added: products and cellulose] processed grains, guar, locust bean gum, organic vegetable oils, peels, saccharides, seaweed, soybeans, and sugars and yeasts.

[removed: In addition,] [added: We, directly or indirectly through] our suppliers, [removed: similar to us,] are subject to risks, inherent in agriculture, [removed: manufacturing and] [added: development, manufacturing,] distribution [added: or sale] on a global scale, including [added: natural disasters, global or local health crises, international conflicts, terrorist acts, geopolitical developments, trade wars,] industrial accidents, environmental events, climate [removed: change,] [added: change events (including severe weather events),] strikes and other labor disputes, disruptions in supply chain or information systems, [added: political or economic crises (such as uncertainty related to protracted U.S. federal government funding negotiations or inflation),] disruption or loss of key research or manufacturing sites, product quality control, safety and environmental compliance issues, [removed: licensing requirements and other] regulatory [removed: issues,] [added: requirements,] as well as [removed: natural disasters, global or][added: other external factors over which neither our suppliers nor we have control.]

If our suppliers are unable to supply us with sufficient quantities of ingredients and raw materials to meet our needs, we would need to seek alternative sources of such materials (which may result in higher [removed: transportation or] procurement costs) or pursue our own production of such ingredients or direct acquisition of such raw materials.

[removed: However, if we do not accurately estimate the] amount of raw materials that will be used for the geographic region in which we will need these materials or competitively price our products, our margins could be adversely affected.

[removed: At the same time, climate-change related disruptions,] [added: Environmental events] may affect [added: our facilities, customers or suppliers and] the availability, quality and pricing of raw materials.

[removed: To the extent such] [added: Environmental or] climate change [removed: effects] [added: events may disrupt our facilities and] have a negative impact [removed: on] [added: on, among other things,] crop size and quality, supply chain, energy or transportation costs, [removed: it could impact] [added: affecting as a result our manufacturing processes and] the availability, [removed: quality] [added: quality,] and pricing of affected raw materials.

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

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Additionally, during March 2024 and October 2024, we entered into agreements for the sale of our Pharma Solutions business disposal group and our nitrocellulose business, respectively, which are each expected to close in the second quarter of 2025.

Increased regulatory scrutiny or uncertainty towards artificial or other ingredients and certain chemical substances in the U.S. or other jurisdictions, may result in significant costs due to, among other things, delays in developing, manufacturing or marketing of new or existing products, potential required changes in business practices, higher compliance costs, or capital expenditures.

See, also *“—If we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations.”* At the same time, changes in consumer trends driven by increasing awareness of health and wellness, as well as the development of new weight management pharmaceutical products such as glucagon-like peptide-1 (GLP-1) receptor agonists, may affect consumer behavior.

In addition, there has been growing pressure by consumers, non-governmental organizations and, in some cases, governmental agencies for more transparency in product labeling (including related to biotechnology applications, such as gene editing and mapping).

Our customers have been taking steps to address these trends, including by voluntarily providing product-specific ingredients disclosure, which may impact consumer behavior.

See, also *“—International economic, political, legal, compliance and business factors could negatively affect our financial statements, operations and growth.”*

The timing or volumes in our customers’ orders

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Antitrust and competition enforcement actions by the U.S. Department of Justice and the U.S. Federal Trade Commission and other regulators may result in regulators imposing fines, penalties, or restrictions on a company’s business practices in a manner that may significantly impact its results of operations.

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

However, if we do not accurately estimate the

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As we source many of our raw materials globally, we are subject to additional risks.

In addition, the imposition of or changes in customs, tariffs, other trade protection measures (including with respect to China, Canada, Mexico, European Union or other jurisdictions by the U.S.), import or export licensing requirements, and sanctions on trade with certain countries, imposed by the U.S. or other countries as well as related retaliatory actions or ensuing uncertainty related to such trade measures, could adversely affect demand for our products, our cost or ability to import raw materials or export our products to other markets.

Inflationary pressure and price uncertainty may continue in 2025.

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Increased competition by existing or future competitors, including aggressive

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and routine testing of our information technology systems.

IFF has been increasingly using or considering using AI tools in its operations, research and development and other areas.

Many of our third-party partners also utilize or are considering utilizing certain AI tools.

Additionally, the use of AI may lead to the weakening or loss of intellectual property rights, where AI-generated inventions or creations may not be properly attributed to the rightful inventors, potentially resulting in disputes over intellectual property ownership and inventorship rights.

Further, the use of AI to draft patent applications may lead to inaccuracies or omissions in the applications, potentially resulting in weakened patent protection or possible outright rejection based on intellectual property ownership and inventorship.

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*results of operations.”* With new and evolving AI comes a continually changing AI regulatory environment, which may create additional compliance costs and risks.

- changes in environmental, health and safety permits or regulations, such as regulations related to biodiversity or the continued implementation and evolution of the European Union’s REACH regulations and similar regulations that are

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- risks and costs associated with negative publicity on social media as a result of increased regulatory scrutiny, potential misinformation and/or targeted campaigns;

At the same time, we face increasing regulatory reporting requirements related to sustainability topics.

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Conducting acquisitions also creates additional risks, including the potential of incremental liabilities or failing to adequately mitigate or address risks in an acquisition agreement, or potential other post-closing disputes.

Likewise, from time to time, we conduct divestiture transactions relating to certain of our businesses or assets.

In conducting such transactions, we enter into a process and execute agreements which could create incremental liabilities and exposures relating to the divested businesses or assets, as well as risks associated with enforcing such agreements.

See, also *“—If we are unable to successfully execute our strategic transformation, including our portfolio optimization, it may have a material adverse effect on our business, results of operations and financial condition.”*

The Company announced in February 2024 that it had updated its dividend policy, reducing the expected quarterly dividend approximately 50% to enable faster deleveraging of the balance sheet and provide improved financial flexibility.

- International conflicts (such as the Russia-Ukraine war and the Israel-Hamas war), geopolitical events, natural disasters, public health crises (such as the COVID-19 pandemic), trade wars, terrorist acts, labor strikes, political or economic crises (such as uncertainty related to protracted U.S. federal government funding negotiations), accidents and other events could adversely affect our business and financial results, including by disrupting development, manufacturing, distribution or sale of our products.

- The integration of the N&B Business may continue to present significant challenges, and we may not realize anticipated synergies and other benefits of the N&B Transaction.

- The phase out of the London Interbank Offered Rate (“LIBOR”) may impact the interest rates paid on our variable rate indebtedness and could cause our interest expense to increase.

Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.

In December 2022, we announced our new strategic and financial vision previewing a refreshed strategic plan and new operating model, which among other things, consists of a renewed growth-focus strategy, enhanced cost & productivity initiatives, a redesigned operating model, a reaffirmation of our commitment to our portfolio optimization initiatives and a plan to evolve our Board in line with best-in-class governance standards, as well as certain changes to our Executive Leadership Team.

During the third quarter of 2023, we announced that we entered into an agreement for the sale of our Cosmetics Ingredients business, which is expected to close in the first quarter of 2024, subject to customary closing conditions.

At this

The global economy continues to experience high rates of inflation.

Though inflation appears to be gradually declining in certain parts of the world, inflationary pressure and price uncertainty is expected to continue in 2024.

Supply chain disruptions, geopolitical developments, including the Russia-Ukraine war, the Israel-Hamas war and wider Middle East developments (including disruptions to the Red Sea passage or such conflicts spreading further in the relevant regions), or climate-change events (including severe weather events) may adversely affect our suppliers or our procurement of raw materials, and thus may impact our business and financial results.

Supply chain disruptions, such as the ones related to the COVID-19 pandemic, may impair or delay our ability to obtain sufficient quantities of certain raw materials through our ordinary supply channels and cause us to incur higher costs by procuring raw materials from other sources in order to compensate for such delays or lack of availability.

local health crises, international conflicts, terrorist acts, geopolitical developments, trade wars, and other external factors over which neither they nor we have control.

These suppliers could also become insolvent or experience other financial distress.

Geopolitical developments, such as trade wars, the Russia-Ukraine war, the Israel-Hamas war and wider Middle East developments (including disruptions to the Red Sea passage or such conflicts spreading further in the relevant regions), could adversely impact, among other things, our raw material, energy and transportation costs, certain of our suppliers, distributors, customers and local markets, global and local macroeconomic conditions, and cause further supply chain disruptions (including by delaying the delivery times of raw materials needed for our business or our products to customers).

In addition, as the Israel-Hamas war develops with potential implications for the wider Middle East (including the Red Sea passage), it may have similar impacts on suppliers, customers or local markets.

More generally, as we source many of our raw materials globally to help ensure quality control or to mitigate supply chain disruptions, we are subject to additional risks related to the increases in energy or transportation costs.

In addition, we have announced, as part of our strategic transformation initiatives, certain headcount reductions to re-align our workforce to match strategic and financial objectives and optimize resources for long-term growth.

Such reductions could lead to increased uncertainty, attrition or lower morale amongst those employees who are not directly affected by the headcount reductions as those reductions are being implemented, which may result in decreased productivity or could otherwise impact our results of operation.

view the business differently than current members of management.

Lastly, our success may depend on the ability of our new Chief Executive Officer to integrate and quickly adapt to and understand our business, operations, and strategic plans.

This will be critical to the Company and our management’s ability to make informed decisions about our near-term strategic direction and operations.

While our Board of Directors strives to mitigate the risk through a robust management succession process, which includes the outgoing Chief Executive Officer serving in an advisory role until December 2024, leadership transitions can be inherently difficult to manage.

An inadequate transition may cause disruption to our business due to, among other things, diverting management’s attention away from the Company’s financial and operational goals or causing a deterioration in morale.

International conflicts (such as the Russia-Ukraine war and Israel-Hamas war), geopolitical events, natural disasters, public health crises (such as the COVID-19 pandemic), trade wars, terrorist acts, labor strikes, political or economic crises (such as uncertainty related to protracted U.S. federal government funding negotiations), accidents and other events could adversely affect our business and financial results, including by disrupting development, manufacturing, distribution or sale of our products.

As a company engaged in the global development, manufacture and distribution of products, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, product quality control issues, safety, licensing requirements and other regulatory issues, as well as natural disasters, public health crises, such as pandemics or epidemics, international conflicts, geopolitical events, trade wars, terrorist acts, political or economic crises (such as the uncertainty related to protracted U.S. federal government funding negotiations) and other external factors over which we have no control.

See, also *“—Supply chain disruptions, geopolitical developments, including the Russia-Ukraine war, the Israel-Hamas war and wider Middle East developments (including disruptions to the Red Sea passage), or climate-change events (including severe weather events) may adversely affect our suppliers or our procurement of raw materials, and thus may impact our business and financial results.”* For instance, the Russia-Ukraine war has adversely impacted and may continue to impact, among other things, certain of our local markets and suppliers, global and local macroeconomic conditions, foreign exchange rates and financial markets, raw material, energy and transportation costs, and cause further supply chain disruptions.

As a result of changes and uncertainties arising out of the Russia-Ukraine war, our operating performance in Russia remains lower compared

to previous years and may not reverse in the near future.

Although we do not currently anticipate any impairment charges related to COVID-19, the continuing effects of the pandemic could result in increased risks to us of asset write-downs and impairments, including, but not limited to, property, plant and equipment, goodwill and other intangibles, and equity investments.

Any of these events or factors could potentially result in a material adverse impact on our business and results of operations.

Recent technological advances in AI come with significant risks related to its use across many industries, including our own.

With our acquisition of Frutarom in 2018 and the N&B Transaction, each of which also had a significant presence in emerging markets, our business in these markets has meaningfully grown.

Historically, demand for consumer products using our products, was stimulated and broadened by changing social habits and consumer needs, population growth, an expanding global middle-class and general economic growth, especially in emerging markets.

Significant cancellations, reductions or delays in orders by customers could affect our results of operation.

The integration of the N&B Business may continue to present significant challenges, and we may not realize anticipated synergies and other benefits of the N&B Transaction.

The combination of large, diverse and independent businesses is complex, costly and time-consuming.

The combination with the N&B Business may result in material unanticipated problems, expenses, liabilities, competitive responses, employee turnover and loss of customer and other business relationships.

In addition, even though the operations of the N&B Business are being integrated, the full benefits of the transaction may not be realized, including, among others, the synergies, cost savings or revenue growth that are expected.

These benefits may not be achieved within the anticipated time frame or at all, which could result in a material adverse impact on our business and results of operations.

If we are unable to react in a timely and cost-effective manner to changes in consumer trends, such as increasing awareness of health and wellness our results of operations and future growth may be adversely affected.

See Note [removed: 3] [added: 21] to the Consolidated Financial Statements for [removed: additional] information related to [removed: the N&B Transaction.][added: Other Contingencies.]

We are organized into four [added: reportable operating] segments: Nourish, Health & Biosciences, Scent and Pharma Solutions.

Our Nourish segment consists of an innovative and broad portfolio of natural-based ingredients to enhance nutritional value, texture and functionality in a wide range of beverage, dairy, bakery, confectionery and culinary applications and consists of [removed: Ingredients, Flavors] [added: Ingredients] and [removed: Food Designs.][added: Flavors.]

Our Scent segment creates fragrance [removed: compounds, fragrance ingredients] [added: compounds] and [removed: cosmetic] [added: fragrance] ingredients that are integral elements in the world’s finest perfumes and best-known household and personal care products.

Consumer [removed: insights] [added: insights,] science and creativity are at the heart of our Scent business, and, along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer intimacy, we believe make us a market leader in scent products.

The Scent segment is comprised of Fragrance [removed: Compounds, Fragrance Ingredients] [added: Compounds] and [removed: Cosmetic] [added: Fragrance] Ingredients.

During 2023, we determined that the carrying value of the Nourish reporting unit exceeded its fair value and recorded an impairment charge of $2.623 billion in the Consolidated Statements of [removed: (Loss)] Income [added: (Loss)] and Comprehensive Loss for the year ended December 31, 2023.

During 2022, we 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 [removed: (Loss)] Income [added: (Loss)] and Comprehensive Loss for the year ended December 31, 2022.

See “Critical Accounting Policies and Use of Estimates” and Note [removed: 6] [added: 12] to the Consolidated Financial Statements for additional information.

In [added: 2024 and] 2023, total sales to Israeli customers were approximately 1% of total sales.

In [added: 2024 and] 2023, total sales to Russian customers were approximately 1% of total sales.

In [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] total sales to Ukrainian customers were both less than 1% of total sales.

We have a reserve of approximately [removed: $3] [added: $2] million related to expected credit losses on receivables from customers located in Russia and Ukraine.

During [removed: the second quarter of] 2022, we also recorded a charge of $120 million related to the impairment of certain long-lived assets in Russia.

See Note 1, Note [removed: 5] [added: 11] and Note [removed: 6] [added: 12] to the Consolidated Financial Statements for additional information.

For more detailed information about risks related to the Russia-Ukraine war and the Israel-Hamas war, refer to Item 1A, “Risk Factors” [removed: - *International conflicts (such as the Russia-Ukraine war and Israel-Hamas war),] [added: – *“Supply chain disruptions,] geopolitical [added: developments, climate-change] events, natural disasters, public health [removed: crises (such as the COVID-19 pandemic),] [added: crises, tariffs and] trade wars, [removed: terrorist acts, labor strikes, political or economic crises (such as uncertainty related to protracted U.S. federal government funding negotiations), accidents] and other events [removed: could] [added: may] adversely affect our [removed: business] [added: business, our procurement of raw materials,] and [removed: financial results, including by disrupting] [added: our] development, manufacturing, distribution or sale of our [removed: products.*][added: products, and thus may impact our productivity, business and financial results.”*]

[removed: 2023] [added: 2024] Financial Performance Overview

Exchange rate variations had an unfavorable impact on net sales in [removed: 2023] [added: 2024] of [removed: 2%.][added: 3%.]

In [removed: 2023,] [added: 2024,] no customer accounted for [removed: more than] 10% [added: or more] of sales.

Gross profit in [removed: 2023 decreased $470] [added: 2024 increased $443] million, or [removed: 11%] [added: 12%] on a reported basis, to [removed: $3.681] [added: $4.124] billion [removed: (32.1%] [added: (35.9%] of sales) compared to [removed: $4.151] [added: $3.681] billion [removed: (33.4%] [added: (32.1%] of sales) in the [removed: 2022] [added: 2023] period.

The [removed: decrease] [added: increase] in gross profit was primarily driven by volume [removed: decreases,] [added: increases and productivity gains, offset in part by] the [added: effect of exchange rate variations and the] net impact of the change in business portfolio mix [removed: and unfavorable manufacturing absorption primarily related] [added: due] to [removed: our inventory reduction program, offset in part by favorable net pricing and productivity gains.][added: divestitures of $133 million.]

| *(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 11,479] [added: 11,484] | | | | | $ | [removed: 12,440] [added: 11,479] | | | | | $ | [removed: 11,656] [added: 12,440] | | | | | [removed: (8)] [added: —] | | % | | | | [removed: 7] [added: (8)] | | % |

| Gross profit | | | [removed: 3,681] [added: 4,124] | | | | | | [removed: 4,151] [added: 3,681] | | | | | | [removed: 3,735] [added: 4,151] | | | | | | [removed: (11)] [added: 12] | | % | | | | [removed: 11] [added: (11)] | | % |

| Research and development (R&D) expenses | | | [removed: 636] [added: 671] | | | | | | [removed: 603] [added: 636] | | | | | | [removed: 629] [added: 603] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: (4)] [added: 5] | | % |

| Selling and administrative (S&A) expenses | | | [removed: 1,787] [added: 1,995] | | | | | | [removed: 1,768] [added: 1,787] | | | | | | [removed: 1,749] [added: 1,768] | | | | | | [removed: 1] [added: 12] | | % | | | | 1 | | % |

| Restructuring and other charges | | | [removed: 68] [added: 29] | | | | | | [removed: 12] [added: 68] | | | | | | [removed: 41] [added: 12] | | | | | | [removed: NMF] [added: (57)] | | [added: %] | | | | [removed: (71)] [added: NMF] | | [removed: %] |

| Amortization of acquisition-related intangibles | | | [removed: 680] [added: 610] | | | | | | [removed: 727] [added: 680] | | | | | | [removed: 732] [added: 727] | | | | | | [removed: (6)] [added: (10)] | | % | | | | [removed: (1)] [added: (6)] | | % |

| Impairment of goodwill | | | [removed: 2,623] [added: 64] | | | | | | [removed: 2,250] [added: 2,623] | | | | | | [removed: —] [added: 2,250] | | | | | | [removed: 17] [added: (98)] | | % | | | | [removed: NMF] [added: 17] | | [added: %] |

| Impairment of long-lived assets | | | — | | | | | | [removed: 120] [added: —] | | | | | | [removed: —] [added: 120] | | | | | | [removed: (100)] [added: NMF] | | [removed: %] | | | | [removed: NMF] [added: (100)] | | [added: %] |

| Gains on sale of assets | | | [removed: (3)] [added: (11)] | | | | | | (3) | | | | | | [removed: (1)] [added: (3)] | | | | | | [removed: —] [added: 267] | | % | | | | [removed: 200] [added: —] | | % |

| Operating [removed: (loss)] profit [added: (loss)] | | | [removed: (2,110)] [added: 766] | | | | | | [removed: (1,326)] [added: (2,110)] | | | | | | [removed: 585] [added: (1,326)] | | | | | | [removed: 59] [added: (136)] | | % | | | | [removed: NMF] [added: 59] | | [added: %] |

| Interest expense | | | [removed: 380] [added: 305] | | | | | | [removed: 336] [added: 380] | | | | | | [removed: 289] [added: 336] | | | | | | [removed: 13] [added: (20)] | | % | | | | [removed: 16] [added: 13] | | % |

| Other [removed: expense (income),] [added: (Expense) Income,] net | | | [removed: 28 | | | | | | (37) | | | | | | (58) | | | | | | (176)] [added: (182)] | | [removed: %] | | | | [removed: (36)] [added: (5)] | | [removed: %] |

| [removed: (Loss) income] [added: Income (loss)] before taxes | | | [removed: (2,518)] [added: 278] | | | | | | [removed: (1,625)] [added: (2,518)] | | | | | | [removed: 354] [added: (1,625)] | | | | | | [removed: 55] [added: (111)] | | % | | | | [removed: NMF] [added: 55] | | [added: %] |

| Provision for income taxes | | | [removed: 45] [added: 31] | | | | | | [removed: 239] [added: 45] | | | | | | [removed: 75] [added: 239] | | | | | | [removed: (81)] [added: (31)] | | % | | | | [removed: 219] [added: (81)] | | % |

| Net [removed: (loss)] income [added: (loss)] | | | [removed: (2,563)] [added: 247] | | | | | | [removed: (1,864)] [added: (2,563)] | | | | | | [removed: 279] [added: (1,864)] | | | | | | [removed: 38] [added: (110)] | | % | | | | [removed: NMF] [added: 38] | | [added: %] |

| Net income attributable to non-controlling interest | | | 4 | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 9] [added: 7] | | | | | | [removed: (43)] [added: —] | | % | | | | [removed: (22)] [added: (43)] | | % |

| Net [removed: (loss)] income [added: (loss)] attributable to IFF shareholders | | | $ | [removed: (2,567)] [added: 243] | | | | | $ | [removed: (1,871)] [added: (2,567)] | | | | | $ | [removed: 270] [added: (1,871)] | | | | | [removed: 37] [added: (109)] | | % | | | | [removed: NMF] [added: 37] | | [added: %] |

| Net [removed: (loss)] income [added: (loss)] per share — [added: basic and] diluted | | | $ | [removed: (10.05)] [added: 0.95] | | | | | $ | [removed: (7.32)] [added: (10.05)] | | | | | $ | [removed: 1.10] [added: (7.32)] | | | | | [removed: 37] [added: (109)] | | % | | | | [removed: NMF] [added: 37] | | [added: %] |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

During March 2024, we entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment as well as certain adjacent businesses.

During October 2024, the Company entered into an agreement to sell its nitrocellulose business, which is within the Company’s existing Pharma Solutions reportable operating segment.

Both transactions are expected to close in the second quarter of 2025.

2025 Segment Reorganization

As previously announced in 2024, effective January 1, 2025, our Nourish segment has been restructured into two newly designated operating segments: Taste and Food Ingredients.

With additional minor adjustments, our Flavors business, previously part of Nourish, has been renamed Taste, and our Ingredients business, previously part of Nourish, has been renamed Food Ingredients.

Consequently, starting in the first quarter of 2025, our business segments will be as follows: Taste, Food Ingredients, Health & Biosciences, Scent, and Pharma Solutions, until the completion of the sale of the Pharma Solutions business disposal group.

During 2024, we determined that the carrying value of the Pharma Solutions disposal group exceeded its fair value and recorded an impairment charge of $64 million in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2024.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Sales in 2024 of $11.484 billion remained flat compared to sales of $11.479 billion in 2023.

On a currency neutral basis, sales in 2024 increased 3% compared to 2023.

On a comparable basis, currency neutral sales increased 6% driven by volume increases across various business lines.

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

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Cost of sales | | | 7,360 | | | | | | 7,798 | | | | | | 8,289 | | | | | | (6) | | % | | | | (6) | | % |

| (Gains) losses on business disposals | | | (346) | | | | | | 23 | | | | | | (11) | | | | | | NMF | | | | | | — | | % |

| Loss on assets classified as held for sale | | | 347 | | | | | | — | | | | | | — | | | | | | NMF | | | | | | — | | % |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

2024 IN COMPARISON TO 2023

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(2)Comparable portfolio results for 2024 and 2023 exclude the impact of divestitures.

Comparable reported performance by segment was as follows:

| | | | Year Ended December 31, | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| Net Sales | | | | | | | | | | | |

| Nourish | | | $ | 5,871 | | | | | $ | 5,816 | |

| Health & Biosciences | | | 2,212 | | | | | | 2,081 | | |

| Scent | | | 2,440 | | | | | | 2,277 | | |

| Pharma Solutions | | | 961 | | | | | | 945 | | |

| Impact of Business Divestitures(1) | | | — | | | | | | 360 | | |

| Total | | | $ | 11,484 | | | | | $ | 11,479 | |

(1)Impact of business divestitures include a portion the Savory Solutions business, Flavor Specialty Ingredients business, Sonarome business, Cosmetic Ingredients business, and Flavors & Essences UK business that were divested in the second quarter of 2023 (May 31, 2023), third quarter of 2023 (August 1, 2023), fourth quarter of 2023 (December 1, 2023), second quarter of 2024 (April 2, 2024), and third quarter of 2024 (September 1, 2024), respectively, to present fully comparable scenarios.

On a comparable basis, currency neutral sales increased 4% driven by volume increases across all business units.

Comparable portfolio results exclude the impact of the divestitures of the portion of the Savory Solutions business, Sonarome business and F&E UK business with an impact of approximately $244 million.

On a comparable basis, currency neutral sales increased 12% driven by price increases in the Fragrance Compounds business unit and volume increases across all business units.

Comparable portfolio results exclude the impact of the divestitures of the FSI business and Cosmetic Ingredients business, with an impact of approximately $116 million.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

On February 1, 2021, one of our wholly owned subsidiaries merged with and into the N&B Business (the “Merger”), pursuant to a Merger Agreement with DuPont.

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 N&B Business is an innovation-driven and customer-focused business that provides solutions for the global food and beverage, dietary supplements, home and personal care, energy, animal nutrition and pharma markets.

The transaction was made in order to strengthen IFF’s customer base and market presence, with an enhanced position in the food & beverage, home & personal care and health & wellness markets.

As a result of the N&B Transaction, and following our prior 2018 acquisition of Frutarom Industries Ltd., we have expanded our global leadership positions, which now include high-value ingredients and solutions in the Food & Beverage, Home & Personal Care and Health & Wellness markets, and across key Taste, Texture, Scent, Nutrition, Enzymes, Cultures, Soy Proteins, Pharmaceutical Excipients and Probiotics categories.

Our consolidated financial information for the years ended December 31, 2023 and 2022 reflects the results of N&B for the full twelve months of 2023 and 2022, whereas the year ended December 31, 2021 only reflects the results of N&B for eleven months of 2021.

In 2022, total sales to Russian customers were approximately 2% of total sales.

Impact of COVID-19 Pandemic

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic.

As a result of disruptions or uncertainty relating to the COVID-19 pandemic, we have experienced, and may continue to experience, increased costs, delays or limited availability related to raw materials, strain on shipping and transportation resources, and higher energy prices, which have negatively impacted, and may continue to negatively impact, our margins and operating results.

We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity and capital resources.

For more detailed information about risks related to COVID-19 pandemic, refer to Item 1A, “Risk Factors” - *International conflicts (such as the Russia-Ukraine war and Israel-Hamas war), geopolitical events, natural disasters, public health crises (such as the COVID-19 pandemic), trade wars, terrorist acts, labor strikes, political or economic crises (such as uncertainty related to protracted U.S. federal government funding negotiations), accidents and other events could adversely affect our business and financial results, including by disrupting development, manufacturing, distribution or sale of our products.*

Sales in 2023 decreased $961 million, or 8% on a reported basis, to $11.479 billion compared to $12.440 billion in the 2022 period.

On a currency neutral basis, sales in 2023 decreased 6% compared to the 2022 period.

In addition, the decrease in sales was primarily driven by volume decreases across various businesses and the net impact of the divestitures of the Microbial Control business unit, the portion of the Savory Solutions business, and Flavor Specialty Ingredients (“FSI”) business and the acquisition of Health Wright Products, Inc. (collectively, the “net impact of the change in business portfolio mix”), which was approximately $572 million, offset in part by price increases across all businesses.

Our 25 largest customers accounted for approximately 32% of total sales in 2023.

| Cost of goods sold | | | 7,798 | | | | | | 8,289 | | | | | | 7,921 | | | | | | (6) | | % | | | | 5 | | % |

In addition, performance in the Health & Biosciences operating segment was driven by the net impact of the divestiture of the Microbial Control business unit and acquisition of Health Wright Products, Inc., which was approximately $228 million, and volume decreases across various business units, offset in part by price increases across all business units.

In addition, performance in the Scent operating segment was driven by price increases, primarily in Fragrance Compounds and Fragrance Ingredients, and volume increases, offset in part by the divestiture of the FSI business, with an impact of approximately $34 million.

Cost of Goods Sold

The decrease in cost of goods sold was primarily driven by volume decreases in sales and the net impact of the change in business portfolio mix, which was approximately $405 million, offset in part by unfavorable manufacturing absorption primarily related to our inventory reduction program and a write-down of inventory related to Locust Bean Kernel (“LBK”) in Nourish, which was approximately $72 million.

The increase was driven by higher severance costs incurred as part of the 2023 Restructuring Program, net of reversals of prior severance cost accruals.

The portion of the Savory Solutions business and FSI business were classified as held for sale up until May 31, 2023 and August 1, 2023, respectively, when we completed the divestiture of the businesses (see Note 4, Note 6 and Note 21 for additional information).

The decrease in amortization expense was offset in part by the impact of acquisitions of intangible assets from Health Wright Products, Inc.

Impairment of Long-Lived Assets

Impairment of long-lived assets was $120 million in 2022.

The impairment charge was due to the uncertainties related to our operations in Russia and Ukraine and was allocated on a pro rata basis to intangible assets and property, plant and equipment.

Interest expense increased $44 million to $380 million in 2023 compared to $336 million in 2022.

The increase in interest expense was due to higher interest rates on our cash pooling arrangements, commercial paper borrowings, outstanding Term Loan Facilities (see Note 9 for additional information) and factoring programs (see Note 1 for additional information).

Other expense (income), net, decreased $65 million to an expense of $28 million in 2023 compared to income of $37 million in 2022.

The change was primarily due to higher foreign exchange losses and losses incurred from business divestitures, such as the liquidation of a business in Russia for the sale of the portion of the Savory Solutions business and divestitures of the portion of the Savory Solutions business and FSI business (see Note 4 for additional information), compared to gains incurred from the divestiture of the Microbial Control business unit in 2022, offset in part by the gain resulting from the completion of the China facility relocation (see Note 19 for additional information) and higher pension-related benefits.

The year-over-year change was primarily driven by book to tax differences related to impairment of goodwill, lower tax charges on business divestitures and the recognition of a deferred tax benefit related to an internal restructuring.

| Nourish | | | $ | 732 | | | | | $ | 1,176 | |

| Scent | | | 461 | | | | | | 423 | | |

| Impairment of Long-Lived Assets | | | — | | | | | | (120) | | |

| Nourish | | | 12.1 | | % | | | | 17.2 | | % |

| Scent | | | 19.3 | | % | | | | 18.4 | | % |

Nourish Segment Adjusted Operating EBITDA decreased $444 million, or 38% on a reported basis, to $732 million (12.1% of segment sales) in 2023 from $1.176 billion (17.2% of segment sales) in the comparable 2022 period.

On a currency neutral basis, Nourish Segment Adjusted Operating EBITDA decreased 30% in 2023 compared to the 2022 period as exchange rate variations had an unfavorable impact.

In addition, the performance was primarily driven by volume decreases, unfavorable manufacturing absorption primarily related to our inventory reduction program, a write-down of inventory related to LBK and the impact of the divestiture of the portion of the Savory Solutions business, offset in part by favorable net pricing and productivity gains.

The major foreign currencies involve the markets in the European Union, Great Britain, Mexico, Brazil, China, India, Indonesia, Australia, [removed: Russia] [added: Japan] and [removed: Japan,] [added: Argentina,] although all regions are subject to foreign currency fluctuations versus the U.S. dollar.

For the year ended December 31, [removed: 2023,] [added: 2024,] our exposure to market risk was estimated using sensitivity analyses, which illustrate the change in the fair value of a derivative financial instrument assuming hypothetical changes in foreign exchange rates and interest rates.

These contracts, and the counterparties to which are major international financial institutions, generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months, and are marked-to-market with changes in fair value that are recorded to Other expense (income), net within our Consolidated Statements of [removed: (Loss)] Income [added: (Loss)] and Comprehensive Loss.

Based on a hypothetical decrease or increase of 10% in the applicable balance sheet exchange rates (primarily against the U.S. dollar), the estimated fair value of our foreign currency forward contracts would change by approximately [removed: $153] [added: $475] million as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] these swaps were in a liability position with an aggregate fair value of [removed: $161] [added: $90] million.

Based on a hypothetical decrease or increase of 10% in the value of the U.S. dollar against the Euro, the estimated fair value of our cross currency swaps would change by approximately [removed: $152] [added: $143] million.

At December 31, [removed: 2023,] [added: 2024,] the fair value of our EUR fixed rate debt was [removed: $1.384 billion.][added: $813 million.]

Based on a hypothetical decrease or increase of 10% in foreign exchange rates, the estimated fair value of our EUR fixed rate debt would change by approximately [removed: $143] [added: $90] million.

At December 31, [removed: 2023,] [added: 2024,] the fair value of our USD fixed rate debt was [removed: $6.227] [added: $6.338] billion.

Based on a hypothetical decrease or increase of 10% in interest rates, the estimated fair value of our US fixed rate debt would change by approximately [removed: $623] [added: $634] million.

At December 31, [removed: 2023,] [added: 2024,] the total amount of our outstanding debt subject to interest rate fluctuations was [removed: $895] [added: $413] million.

Based on a hypothetical decrease or increase of 1% in interest rates, our annual interest expense would change by approximately [removed: $6] [added: $4] million.

We are a leading creator and manufacturer of food, beverage, health & biosciences, scent and pharma solutions and complementary adjacent products, including [removed: cosmetic active and] natural health ingredients, which are used in a wide variety of consumer products.

Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, savory, sweet, baked [removed: goods] [added: goods, grain processors] and other foods, personal care products, soaps and detergents, cleaning products, [removed: perfumes and cosmetics,] [added: perfumes,] dietary supplements, food protection, [removed: infant and] [added: infant,] elderly [added: and animal] nutrition, functional food, pharmaceutical and oral care products.

In [removed: 2023,] [added: 2024,] no customer accounted for [removed: more than] 10% [added: or more] of sales.

Our business is geographically diverse, with sales in the U.S. representing approximately 28% of sales in [removed: 2023.][added: 2024.]

No other country represented more than [removed: 7%] [added: 10%] of sales.

[removed: Our] [added: As of December 31, 2024, our] business [removed: currently consists] [added: consisted] of four segments: Nourish, Health & Biosciences, Scent and Pharma Solutions.

Our Nourish segment consists of an innovative and broad portfolio of natural-based ingredients to enhance nutritional value, texture and functionality in a wide range of beverage, dairy, bakery, confectionery and culinary applications and consists of [removed: Ingredients, Flavors] [added: Ingredients] and [removed: Food Designs.][added: Flavors.]

[added: Ingredients also includes savory solutions (such as spices, marinades, mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients), formerly part of *Food Designs.*] During the fourth quarter of 2022, we announced our entry into an agreement to sell a portion of the Savory Solutions business and completed the divestiture on May 31, 2023.

*Home & Personal [removed: Ca*re] [added: Care*] produces enzymes for laundry and dishwashing detergents, cleaning and textiles to help enhance the product and process performance of products in the fabric and home care, textiles and industrials and personal care markets.

[removed: In 2023, we introduced] [added: The business also produces] patented enzymatic polymers that are renewable, biodegradable alternatives to functional ingredients used in home cleaning and beauty care products.

Our Scent segment creates fragrance [removed: compounds, fragrance ingredients] [added: compounds] and [removed: cosmetic] [added: fragrance] ingredients that are integral elements in the world’s finest perfumes and best-known household and personal care products.

Consumer [removed: insights] [added: insights,] science and creativity are at the heart of our Scent business, and, along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer intimacy, we believe make us a market leader in scent products.

The Scent segment is comprised of Fragrance [removed: Compounds, Fragrance Ingredients] [added: Compounds] and [removed: Cosmetic] [added: Fragrance] Ingredients.

[removed: Such ingredients] [added: The Flavor Specialty Ingredients business previously comprised of natural flavor extracts, specialty botanical extracts, distillates, essential oils, citrus products, aroma chemicals and natural gums and resins, which] are used for food, beverage and flavors, and are often sold directly to food and beverage manufacturers who use them in producing consumer products.

[removed: During] [added: We completed] the [removed: fourth quarter] [added: divestiture] of [removed: 2022, we announced] our [removed: entry into an agreement to sell our] Flavor Specialty Ingredients business [removed: and completed the divestiture] on August 1, 2023.

As of December 31, [removed: 2023,] [added: 2024,] we have [removed: 880] [added: 894] granted U.S. [removed: patents] [added: patents,] and [removed: 431] [added: 458] pending U.S. patent applications, as well as [removed: numerous] [added: thousands of] other granted patents and pending patent applications around the world.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 3,700] [added: 3,400] people globally in research and development [removed: activities.][added: activities (including innovation, creation and design activities).]

New product development is driven by a variety of sources including requests from our customers, who are in need of specific products for use in a new or modified consumer product, or as a result of internal initiatives stemming from our [removed: consumer insights program.]

As of December 31, [removed: 2023,] [added: 2024,] we purchased approximately [removed: 24,000] [added: 20,000] different raw materials sourced from an extensive network of domestic and international suppliers and distributors.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 190] [added: 150] manufacturing facilities, creative centers and application laboratories located in approximately 40 different countries.

For more detailed information about risks related to our supply chain, please refer to Item 1A, “Risk Factors” – [removed: *Supply] [added: *“Supply] chain disruptions, geopolitical developments, [removed: including the Russia-Ukraine war, the Israel-Hamas war and wider Middle East developments (including disruptions to the Red Sea passage or such conflicts spreading further in the relevant regions), or] climate-change [added: events, natural disasters, public health crises, tariffs and trade wars, and other] events [removed: (including severe weather events)] may adversely affect our [removed: suppliers or] [added: business,] our procurement of raw materials, and [added: our development, manufacturing, distribution or sale of our products, and] thus may impact our [added: productivity,] business and financial [removed: results.*][added: results.”*]

[removed: Following the integration with Nutrition and Biosciences, Inc. (“N&B”),] [added: In 2021,] we launched a refreshed and comprehensive [removed: Environmental, Social, and Governance (“ESG”)] [added: sustainability] roadmap, the ‘Do More Good Plan’ (“the Plan”), which aligns with IFF’s [removed: purpose of applying science and creativity for a better world and our] strategy for [removed: long term] [added: long-term] growth and value creation.

[removed: *Environmental: Climate] [added: *Climate] & Planetary Health*

[removed: *Social: Equity] [added: *Equity] & Wellbeing*

[removed: Advancing] [added: We are advancing] our commitment to people and communities by [removed: strengthening diversity, equity & inclusion within our workforce,] [added: ensuring an equitable and inclusive environment for all employees,] while continuously improving our safety program by striving for an injury-free [removed: workplace,] [added: workplace] and achieving world-class safety performance.

[removed: *Governance: Transparency] [added: *Transparency] & Accountability*

[removed: In 2023, our] [added: Across these four pillars, the] Company continued to achieve notable recognitions in [removed: these areas.][added: 2024.]

[removed: We] [added: For example, we] qualified as a constituent of the Dow Jones Sustainability [removed: Index,] [added: Indices,] North [removed: America] [added: America,] for the [removed: fourth] [added: fifth] consecutive year, a [removed: family of] best-in-class [removed: benchmarks] [added: benchmark] for investors who recognize that sustainable business practices are critical to generating long-term shareholder value.

This distinction validates IFF’s leadership position in sustainability performance and underscores our commitment to executing on key [removed: ESG] [added: sustainability] priorities.

We were also awarded the [removed: 2023] [added: 2024] EcoVadis Platinum sustainability rating for the [removed: third] [added: fourth consecutive] time, placing IFF among the top 1% of companies assessed.

Our products, which among other industries, are intended for use in food, beverage, pharmaceutical and dietary supplements, home and personal care, [added: and] feed, [removed: cosmetics industries,] are subject to strict quality and regulatory standards and environmental laws and regulations.

For more detailed information about risks related to governmental regulation applicable to the Company, please refer to Item 1A, “Risk Factors” – [removed: *If] [added: *“If] we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of [removed: operations.*][added: operations.”*]

Our main competitors consist of (1) other large global companies, such as Givaudan, [removed: DSM-Firmenich] [added: DSM-Firmenich,] Symrise, Kerry, ADM, [added: and] Novonesis, (2) mid-sized companies, (3) numerous regional and local manufacturers and (4) consumer product companies who may develop their own competing products.

[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 21,500] [added: 22,400] employees worldwide, of whom approximately [removed: 5,200] [added: 24%] are employed in the United States.

Our culture is based on our [removed: five] [added: four] corporate values of [removed: empowerment, expertise, innovation, integrity] [added: passion, partnership, persistence] and [removed: responsibility,] [added: principled,] and the expression of these values can be seen and felt throughout our history.

Our robust culture ambassador [removed: programs continue] [added: and colleague community program continues] to engage a broad portion of the IFF community in building common identity and shared purpose and strengthen engagement and motivation by providing programming on IFF values and providing recognition of individuals who exemplify them.

Below is a list of the executive officers of the Company and other significant employees who are members of our Executive Leadership Team as of February 28, [removed: 2024.][added: 2025.]

| J. Erik Fyrwald(1) | | | | | | [removed: 64] [added: 65] | | | | | | Chief Executive Officer and member of our Board of Directors | | |

| Deborah Borg(1) | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Chief [removed: Human Resources, Diversity] [added: People] & [removed: Inclusion and Communications] [added: Culture] Officer | | |

| Ralf Finzel(1) | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Global Operations Officer | | |

Sales in 2024 were $11.484 billion.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

During March 2024, we entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment as well as certain adjacent businesses.

During October 2024, the Company entered into an agreement to sell its nitrocellulose business, which is within the Company’s existing Pharma Solutions reportable operating segment.

Both transactions are expected to close in the second quarter of 2025.

Organization in 2025

As previously announced in 2024, starting January 1, 2025, our Nourish segment has been separated into two newly named business units, Taste and Food Ingredients.

With small additional adjustments, our Flavors business, formerly part of Nourish, has been renamed Taste, and our Ingredients business, formerly part of Nourish, has been renamed Food Ingredients.

Thus,

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

starting in the first quarter of 2025, our business segments will consist of Taste, Food Ingredients, Health & Biosciences, Scent, and, until the completion of the sale of the Pharma Solutions business disposal group, Pharma Solutions.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

consumer insights program.

Sustainability

Supported by a set of ambitious 2030 goals, the Plan

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

comprises four interconnected pillars that capture the areas where we believe we can have the greatest positive impact: Sustainable Solutions, Climate & Planetary Health, Equity & Wellbeing, Transparency & Accountability.

We deliver solutions that seek to transform industries and empower our customers to achieve their sustainability objectives, beginning with our commitment to responsible sourcing and then leveraging our research and development program to drive environmentally and socially-conscious innovation.

Our science-based approach to environmental sustainability across our own operations includes investing in energy-efficient systems and expanding our use of renewable energy as we work to achieve our ambition for net zero greenhouse gas emissions.

We partner across our value chain to reduce our footprint by advancing our climate action strategies, reducing our water use and striving for zero waste to landfill.

Conducting our business with the highest integrity is essential to fulfilling our Do More Good vision.

Our robust and transparent corporate governance framework is designed to ensure compliance with our policies, as well as with laws and regulations.

Our employees are expected to act ethically, speak up and seek advice when in doubt, and our leaders are accountable for upholding our values and advancing toward our goals.

In addition, we continue to support transparency and accountability through our submission to CDP Climate Change, Water Security and Forests.

IFF continues to be listed in the FTSE4Good Index series as well as being named as one of America’s Most Responsible Companies by Newsweek.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, savory, sweet, baked goods, grain processors and other foods, personal care products, soaps and detergents, cleaning products, perfumes, dietary supplements, food protection, infant, elderly and animal nutrition, functional food, pharmaceutical and oral care products.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

IFF strives to have a culture on inclusion and belonging where all employees can thrive.

Our programs focus on inclusive talent processes, employee experiences, and external engagement.

In 2024 we continued to be recognized by external parties such as EDGE, DisabilityIN and Workplace Pride, and employee sentiment on inclusion increased to 82% (compared with 80% in 2023).

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Yuvraj Arora(1) | | | | | | 53 | | | | | | President, Taste and Chief Commercial Officer | | |

| Leticia Gonçalves(1)(2) | | | | | | 50 | | | | | | President, Health & Biosciences | | |

| Stephen Landsman | | | | | | 65 | | | | | | Executive Vice President, Business Development | | |

| Ana Paula Teles de Mendonça(1) | | | | | | 56 | | | | | | President, Scent | | |

| Andres Muller(1) | | | | | | 60 | | | | | | President, Food Ingredients | | |

(2)Simon Herriott is stepping down from the role of President, Health & Biosciences and Leticia Gonçalves will be appointed as President, Health & Biosciences effective March 1, 2025.

*Yuvraj Arora* has served as our Chief Commercial Officer and President, Taste since January 2025.

Sales in 2023 were approximately $11.479 billion.

Based on 2023 sales, approximately 46% of sales were to global consumer products companies and approximately 54% of sales were to small and mid-sized companies.

During 2023, our 25 largest customers accounted for approximately 32% of sales.

*Food Designs* include 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.

Flavor ingredients include natural flavor extracts, specialty botanical extracts, distillates, essential oils, citrus products, aroma chemicals and natural gums and resins.

*Cosmetic Ingredients* designs, develops, manufactures and markets innovative ingredients for the cosmetics and personal care industry, while offering active ingredients, functional ingredients, and delivery systems.

During the fourth quarter of 2023, we entered into an agreement to sell our Cosmetic Ingredients business and expect the divestiture to be completed in the first quarter of 2024.

*Center for Commercial Excellence*

Our Center for Commercial Excellence utilizes a holistic and centralized approach towards commercial execution by, among other things:

- Unlocking value through improved customer experience based on market, customer and pricing insights, digital and advanced analytics, sales enablement, and marketing excellence;

- Building further sales force capability to deliver growth targets, own the end-to-end process, and deliver sales synergies using CRM systems, pricing tools, segmentation models, commercial opportunity management, account plan development, training, and incentive plans;

- Evaluating and driving new business development opportunities, including analyzing potential markets, assessing client needs, and identifying competitor response strategies; and

- Strengthening collaboration across divisions by collecting and disseminating best practices and anchoring business decisions in data-driven insights.

During the last few years in connection with the acquisition of Frutarom, we undertook an initiative to optimize our global operations footprint to efficiently and cost-effectively deliver value to our global customers (the “Frutarom Integration Initiative”).

From the inception of the Frutarom Integration Initiative through its completion as of March 31, 2023, we completed the closure of 22 sites.

Environmental, Social, and Governance

The Plan includes ambitious 2030 goals across four key areas: Environmental, Social, Governance and Sustainable Solutions.

Supporting environmental stewardship across our operations, including commitments to climate action, zero waste to landfill, water stewardship solutions and an acceleration of our responsible sourcing practices by promoting regenerative ecosystems and achieving zero deforestation for strategic raw material supply chains.

Within our responsible sourcing program, the Company will continue to promote human rights and animal welfare, while supporting farmers’ livelihoods and ensuring prosperous and equitable value chains.

Continuing our commitment to good governance which starts with our Board and Executive Leadership Team and is supported by a strong governance framework, including having a robust program to ensure compliance with our Codes of Conduct and adherence to the highest standards of ethics, integrity, honesty and respect in our dealings internally and with our business partners.

To enhance accountability in line with evolving stakeholder expectations, the Company has launched ESG metrics tied to executive compensation, while expanding oversight for ESG at the Board of Directors level.

Focusing on the sustainability value proposition and growth for all new innovations as we assist customers in achieving their own ESG goals by delivering an expanded suite of sustainable solutions for the market.

In addition, following our submission to CDP Climate Change, Water Security and Forests, we maintained our leadership position in CDP Climate Change and achieved management level for CDP Water Security and Forests for 2023.

IFF continues to be listed in the FTSE4Good Index series as well as in the Euronext Vigeo World 120 Index for ESG performance.

In addition, in 2023 IFF further aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) by completing the first phase of a climate scenario analysis to understand and quantify the potential risks and opportunities related to climate change.

For more detailed information about our ESG programs and performance, please refer to our annual ESG report.

The broader market includes functional foods and food additives, including seasonings, texturizers, spices, cultures, enzymes, probiotics, certain food-related commodities, and fortified products, as well as natural ingredients, nutritional ingredients, supplements and active cosmetic ingredients.

Our acquisitions have also expanded our reach in products within the functional food ingredient market, including ingredients focused on improving the health and wellness characteristics of a consumer good, the dietary supplement, pharmaceutical ingredient, infant nutrition markets and the cosmetic actives market.

*Diversity, Equity, & Inclusion (“DE&I*”*)*

*“Your Uniqueness Unleashes Our Potential*” is the unifying vision for DE&I at IFF around the world because we know that the diverse backgrounds, experiences and knowledge of our global workforce is what unleashes the potential that exists at the intersection of science and creativity.

This is what enables us to *Be the Premier* *Partner* to our customers.

In 2023, we refreshed our strategic framework to continue accelerating our journey.

This new strategic framework builds on what has come before and increases focus on integrating DE&I into how we operate on a daily basis - fostering inclusive talent processes, inclusive employee experiences and external engagement.

Through this new strategic framework, among other things:

- We made progress against our ESG goals, increasing representation for women in senior leadership roles to approximately 38%;

- We expanded accountability beyond the executive team by tying senior leader bonus awards to progress towards our 2030 gender diversity goals;

- Our colleague communities or employee resource groups (open to all IFF employees, with a focus on Women, Black, LGBTQIA+, Latino/a/e, Asian, People with Disabilities, Early in Career, Veterans & First Responders) increased visibility and impact with well-attended events around the world; and

- We committed to the Living Wage Pledge.

IFF is proud to continue to be globally EDGE certified for gender equality at the “Move” level by the Edge Certified Foundation and we continue to leverage and be recognized by other external benchmarking organizations including Bloomberg Gender Equality Index; DisabilityIN’s Disability Equality Index, Workplace Pride, as well as others.

The Company’s material legal proceedings are described in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note [removed: 19,] [added: 21,] “Commitments and Contingencies” under the heading “Litigation.” For more detailed information about risks related to legal proceedings, refer to Item 1A, “Risk Factors” – *“Our results of operations may be negatively impacted by the outcome [removed: of uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class actions lawsuits.”*][added: of*]

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

*uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits.”*

For the fiscal year ended December 31, [removed: 2023][added: 2024]

*(Address of principal executive offices) (Zip [removed: Code*)][added: Code)*]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was [removed: $20,313,097,570] [added: $24,341,101,827] as of June 30, [removed: 2023.][added: 2024.]

As of February [removed: 21, 2024,] [added: 24, 2025,] there were [removed: 255,314,909] [added: 255,714,083] shares of the registrant’s common stock, par value 12 1/2¢ per share, outstanding.

Portions of the registrant’s proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the “IFF [removed: 2024] [added: 2025] Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.

| ITEM 1. | | | [removed: [Business](#i2f76b3bf6f194379a886ecfc128c8f1b_13)] [added: [Business](#i06ac92627cbd444ca13cabc4422d9903_13)] | | | [removed: [3](#i2f76b3bf6f194379a886ecfc128c8f1b_13)] [added: [3](#i06ac92627cbd444ca13cabc4422d9903_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i2f76b3bf6f194379a886ecfc128c8f1b_16)] [added: Factors](#i06ac92627cbd444ca13cabc4422d9903_16)] | | | [removed: [12](#i2f76b3bf6f194379a886ecfc128c8f1b_16)] [added: [11](#i06ac92627cbd444ca13cabc4422d9903_16)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i2f76b3bf6f194379a886ecfc128c8f1b_19)] [added: Comments](#i06ac92627cbd444ca13cabc4422d9903_19)] | | | [removed: [30](#i2f76b3bf6f194379a886ecfc128c8f1b_19)] [added: [28](#i06ac92627cbd444ca13cabc4422d9903_19)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i2f76b3bf6f194379a886ecfc128c8f1b_1718)] [added: [Cybersecurity](#i06ac92627cbd444ca13cabc4422d9903_22)] | | | [removed: [30](#i2f76b3bf6f194379a886ecfc128c8f1b_1718)] [added: [28](#i06ac92627cbd444ca13cabc4422d9903_22)] | | |

| ITEM 2. | | | [removed: [Properties](#i2f76b3bf6f194379a886ecfc128c8f1b_22)] [added: [Properties](#i06ac92627cbd444ca13cabc4422d9903_25)] | | | [removed: [32](#i2f76b3bf6f194379a886ecfc128c8f1b_22)] [added: [30](#i06ac92627cbd444ca13cabc4422d9903_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i2f76b3bf6f194379a886ecfc128c8f1b_25)] [added: Proceedings](#i06ac92627cbd444ca13cabc4422d9903_28)] | | | [removed: [32](#i2f76b3bf6f194379a886ecfc128c8f1b_25)] [added: [30](#i06ac92627cbd444ca13cabc4422d9903_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i2f76b3bf6f194379a886ecfc128c8f1b_28)] [added: Disclosures](#i06ac92627cbd444ca13cabc4422d9903_31)] | | | [removed: [32](#i2f76b3bf6f194379a886ecfc128c8f1b_28)] [added: [31](#i06ac92627cbd444ca13cabc4422d9903_31)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2f76b3bf6f194379a886ecfc128c8f1b_34)] [added: Securities](#i06ac92627cbd444ca13cabc4422d9903_37)] | | | [removed: [32](#i2f76b3bf6f194379a886ecfc128c8f1b_34)] [added: [31](#i06ac92627cbd444ca13cabc4422d9903_37)] | | |

| ITEM 6. | | | [removed: [\[Reserved\]](#i2f76b3bf6f194379a886ecfc128c8f1b_37)] [added: [\[Reserved\]](#i06ac92627cbd444ca13cabc4422d9903_40)] | | | [removed: [33](#i2f76b3bf6f194379a886ecfc128c8f1b_37)] [added: [32](#i06ac92627cbd444ca13cabc4422d9903_40)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2f76b3bf6f194379a886ecfc128c8f1b_40)] [added: Operations](#i06ac92627cbd444ca13cabc4422d9903_43)] | | | [removed: [33](#i2f76b3bf6f194379a886ecfc128c8f1b_40)] [added: [32](#i06ac92627cbd444ca13cabc4422d9903_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2f76b3bf6f194379a886ecfc128c8f1b_58)] [added: Risk](#i06ac92627cbd444ca13cabc4422d9903_61)] | | | [removed: [48](#i2f76b3bf6f194379a886ecfc128c8f1b_58)] [added: [48](#i06ac92627cbd444ca13cabc4422d9903_61)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i2f76b3bf6f194379a886ecfc128c8f1b_61)] [added: Data](#i06ac92627cbd444ca13cabc4422d9903_64)] | | | [removed: [48](#i2f76b3bf6f194379a886ecfc128c8f1b_61)] [added: [48](#i06ac92627cbd444ca13cabc4422d9903_64)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2f76b3bf6f194379a886ecfc128c8f1b_64)] [added: Disclosure](#i06ac92627cbd444ca13cabc4422d9903_67)] | | | [removed: [48](#i2f76b3bf6f194379a886ecfc128c8f1b_64)] [added: [48](#i06ac92627cbd444ca13cabc4422d9903_67)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i2f76b3bf6f194379a886ecfc128c8f1b_67)] [added: Procedures](#i06ac92627cbd444ca13cabc4422d9903_70)] | | | [removed: [49](#i2f76b3bf6f194379a886ecfc128c8f1b_67)] [added: [49](#i06ac92627cbd444ca13cabc4422d9903_70)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i2f76b3bf6f194379a886ecfc128c8f1b_70)] [added: Information](#i06ac92627cbd444ca13cabc4422d9903_73)] | | | [removed: [49](#i2f76b3bf6f194379a886ecfc128c8f1b_70)] [added: [49](#i06ac92627cbd444ca13cabc4422d9903_73)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2f76b3bf6f194379a886ecfc128c8f1b_73)] [added: Inspections](#i06ac92627cbd444ca13cabc4422d9903_76)] | | | [removed: [49](#i2f76b3bf6f194379a886ecfc128c8f1b_73)] [added: [49](#i06ac92627cbd444ca13cabc4422d9903_76)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2f76b3bf6f194379a886ecfc128c8f1b_79)] [added: Governance](#i06ac92627cbd444ca13cabc4422d9903_82)] | | | [removed: [49](#i2f76b3bf6f194379a886ecfc128c8f1b_79)] [added: [49](#i06ac92627cbd444ca13cabc4422d9903_82)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i2f76b3bf6f194379a886ecfc128c8f1b_82)] [added: Compensation](#i06ac92627cbd444ca13cabc4422d9903_85)] | | | [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_82)] [added: [50](#i06ac92627cbd444ca13cabc4422d9903_85)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2f76b3bf6f194379a886ecfc128c8f1b_85)] [added: Matters](#i06ac92627cbd444ca13cabc4422d9903_88)] | | | [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_85)] [added: [50](#i06ac92627cbd444ca13cabc4422d9903_88)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i2f76b3bf6f194379a886ecfc128c8f1b_88)] [added: Independence](#i06ac92627cbd444ca13cabc4422d9903_91)] | | | [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_88)] [added: [50](#i06ac92627cbd444ca13cabc4422d9903_91)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#i2f76b3bf6f194379a886ecfc128c8f1b_91)] [added: Services](#i06ac92627cbd444ca13cabc4422d9903_94)] | | | [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_91)] [added: [50](#i06ac92627cbd444ca13cabc4422d9903_94)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2f76b3bf6f194379a886ecfc128c8f1b_97)] [added: Schedules](#i06ac92627cbd444ca13cabc4422d9903_100)] | | | [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_97)] [added: [50](#i06ac92627cbd444ca13cabc4422d9903_100)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i2f76b3bf6f194379a886ecfc128c8f1b_202)] [added: Summary](#i06ac92627cbd444ca13cabc4422d9903_226)] | | | [removed: [116](#i2f76b3bf6f194379a886ecfc128c8f1b_202)] [added: [113](#i06ac92627cbd444ca13cabc4422d9903_226)] | | |

| | | | | | | | | | | | | | | |

| [SIGNATURES](#i06ac92627cbd444ca13cabc4422d9903_229) | | | | | | [114](#i06ac92627cbd444ca13cabc4422d9903_229) | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| 1.750% Senior Notes due 2024 | | | | | | IFF 24 | | | | | | New York Stock Exchange | | |

| [SIGNATURES](#i2f76b3bf6f194379a886ecfc128c8f1b_205) | | | | | | [117](#i2f76b3bf6f194379a886ecfc128c8f1b_205) | | |

Our escalation procedures include escalation to our Executive Leadership Team, Audit Committee, Disclosure Committee, and Board of Directors, and reporting to [added: regulators, customers, investors, and others.]

For more detailed information about risks related to our cybersecurity, refer to Item 1A, “Risk Factors” [removed: – *“A] [added: *—“A] significant data breach or other disruption to our information technology systems could disrupt our operations, result in the loss of confidential information or personal data, and adversely impact our reputation, [added: productivity,] business or results of operations.”*

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

regulators, customers, investors, and others.

Our principal owned and leased properties, as of December 31, [removed: 2023,] [added: 2024,] are as follows:

| Plant | | | [removed: 40] [added: 37] | | | | | | [removed: 16] [added: 12] | | | | | | [removed: 18] [added: 16] | | | | | | 13 | | | | | | [removed: 22] [added: 16] | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 16] [added: 12] | | | | | | [removed: 4] [added: 3] | | |

| Office | | | 2 | | | | | | [removed: 57] [added: 53] | | | | | | — | | | | | | 6 | | | | | | [removed: 3] [added: 1] | | | | | | 20 | | | | | | — | | | | | | [removed: 3] [added: 5] | | |

| Laboratory | | | [removed: 7] [added: 3] | | | | | | 13 | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 15] [added: 7] | | | | | | — | | | | | | [removed: 14] [added: 12] | | | | | | — | | | | | | [removed: 3] [added: 2] | | |

| Warehouse | | | [removed: 1] [added: 2] | | | | | | [removed: 11] [added: 14] | | | | | | — | | | | | | [removed: 10] [added: 9] | | | | | | — | | | | | | [removed: 2] [added: 4] | | | | | | 2 | | | | | | [removed: 8] [added: 7] | | |

| Other | | | [removed: 4] [added: 10] | | | | | | [removed: 4] [added: 5] | | | | | | — | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 7] [added: 10] | | | | | | [removed: 3] [added: 8] | | | | | | 3 | | | | | | [removed: 4] [added: 2] | | |

Our principal sites include facilities which, in the opinion of [removed: its] [added: our] management, are suitable and adequate for their use and have sufficient capacity for its current business needs and expected near-term growth.

| | | | 54 | | | | | | 97 | | | | | | 17 | | | | | | 41 | | | | | | 27 | | | | | | 49 | | | | | | 17 | | | | | | 19 | | |

| | | | 54 | | | | | | 101 | | | | | | 20 | | | | | | 51 | | | | | | 32 | | | | | | 46 | | | | | | 21 | | | | | | 22 | | |

See Part II, Item 8 of this Form 10-K in the “Consolidated Statements of Shareholders’ Equity” and in the Notes to Consolidated Financial Statements in Note [removed: 12] [added: 17] for additional information.

| Title of Class | | | | | | Number of shareholders of record as of February [removed: 21, 2024] [added: 24, 2025] | | |

| Common stock, par value 12 1/2¢ per share | | | | | | [removed: 3,249] [added: 2,993] | | |

The total return assumes that dividends were reinvested daily and is based on a $100 investment on December 31, [removed: 2018.][added: 2019.]

[removed: ][added: ]

| Year-end Data | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| International Flavors & Fragrances | | | $ | 100.00 | | $ | 86.66 | | $ | 122.67 | | $ | 87.89 | | $ | 70.78 | | $ | 75.21 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P 500 Consumer Staples Index | | | $ | 100.00 | | $ | 110.75 | | $ | 131.38 | | $ | 130.57 | | $ | 131.24 | | $ | 150.76 | |

| S&P 500 Specialty Chemicals Index | | | $ | 100.00 | | $ | 117.17 | | $ | 151.20 | | $ | 109.69 | | $ | 127.39 | | $ | 125.91 | |

| International Flavors & Fragrances | | | $ | 100.00 | | $ | 98.30 | | $ | 85.19 | | $ | 120.59 | | $ | 86.40 | | $ | 69.58 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 131.49 | | $ | 155.68 | | $ | 200.37 | | $ | 164.08 | | $ | 207.21 | |

| S&P 500 Consumer Staples Index | | | $ | 100.00 | | $ | 127.61 | | $ | 141.32 | | $ | 167.65 | | $ | 166.61 | | $ | 167.47 | |

| S&P 500 Specialty Chemicals Index | | | $ | 100.00 | | $ | 118.26 | | $ | 138.57 | | $ | 178.80 | | $ | 129.71 | | $ | 150.65 | |

See index to Consolidated Financial Statements on page [removed: [50](#i2f76b3bf6f194379a886ecfc128c8f1b_94).][added: [50](#i06ac92627cbd444ca13cabc4422d9903_97).]

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management determined that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] as stated in their report which is included herein.

During the [removed: quarter] [added: year] ended December 31, [removed: 2023,] [added: 2024,] none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “10b5-1 trading arrangement”) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

The information relating to directors and nominees of the Company is set forth in the IFF [removed: 2024] [added: 2025] Proxy Statement and is incorporated by reference herein.

The information relating to Section 16(a) beneficial ownership reporting compliance that appears in the IFF [removed: 2024] [added: 2025] Proxy Statement is also incorporated by reference herein.

The information regarding the Company’s Audit Committee and its designated audit committee financial experts is set forth in the IFF [removed: 2024] [added: 2025] Proxy Statement and such information is incorporated by reference herein.

The information concerning procedures by which shareholders may recommend director nominees is set forth in the IFF [removed: 2024] [added: 2025] Proxy Statement and such information is incorporated by reference herein.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

We have adopted an insider trading policy and procedures applicable to our directors', officers' and employees' purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

This policy and the procedures are set forth in our Insider Trading Policy included as Exhibit 19 to this report.

It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Company’s board of directors or appropriate committee, if required) when engaging in transactions in the Company’s securities.

The items required by Part III, Item 11 are incorporated herein by reference from the IFF [removed: 2024] [added: 2025] Proxy Statement to be filed on or before April 29, [removed: 2024,] [added: 2025,] except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

The items required by Part III, Item 12 are incorporated herein by reference from the IFF [removed: 2024] [added: 2025] Proxy Statement to be filed on or before April 29, [removed: 2024.][added: 2025.]

The items required by Part III, Item 13 are incorporated herein by reference from the IFF [removed: 2024] [added: 2025] Proxy Statement to be filed on or before April 29, [removed: 2024.][added: 2025.]

The items required by Part III, Item 14 are incorporated herein by reference from the IFF [removed: 2024] [added: 2025] Proxy Statement to be filed on or before April 29, [removed: 2024.][added: 2025.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i2f76b3bf6f194379a886ecfc128c8f1b_100)] [added: Firm](#i06ac92627cbd444ca13cabc4422d9903_103)] (PCAOB ID: 238) | | | [removed: [51](#i2f76b3bf6f194379a886ecfc128c8f1b_100)] [added: [52](#i06ac92627cbd444ca13cabc4422d9903_103)] | | |

| [Consolidated Statements of [removed: (Loss)] Income [added: (Loss)] and [removed: Comprehensive](#i2f76b3bf6f194379a886ecfc128c8f1b_103) [Loss](#i2f76b3bf6f194379a886ecfc128c8f1b_103) [](#i2f76b3bf6f194379a886ecfc128c8f1b_103)[for] [added: Comprehensive Loss for] the years ended December 31, [removed: 202](#i2f76b3bf6f194379a886ecfc128c8f1b_103)[3](#i2f76b3bf6f194379a886ecfc128c8f1b_103)[, 20](#i2f76b3bf6f194379a886ecfc128c8f1b_103)[22](#i2f76b3bf6f194379a886ecfc128c8f1b_103) [and 202](#i2f76b3bf6f194379a886ecfc128c8f1b_103)[1](#i2f76b3bf6f194379a886ecfc128c8f1b_103)] [added: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_106)] | | | [removed: [53](#i2f76b3bf6f194379a886ecfc128c8f1b_103)] [added: [54](#i06ac92627cbd444ca13cabc4422d9903_106)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i2f76b3bf6f194379a886ecfc128c8f1b_106)[3](#i2f76b3bf6f194379a886ecfc128c8f1b_106) [and 202](#i2f76b3bf6f194379a886ecfc128c8f1b_106)[2](#i2f76b3bf6f194379a886ecfc128c8f1b_106)] [added: 2024 and 2023](#i06ac92627cbd444ca13cabc4422d9903_109)] | | | [removed: [54](#i2f76b3bf6f194379a886ecfc128c8f1b_106)] [added: [55](#i06ac92627cbd444ca13cabc4422d9903_109)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i2f76b3bf6f194379a886ecfc128c8f1b_109)[3](#i2f76b3bf6f194379a886ecfc128c8f1b_109)[, 202](#i2f76b3bf6f194379a886ecfc128c8f1b_109)[2](#i2f76b3bf6f194379a886ecfc128c8f1b_109) [and 202](#i2f76b3bf6f194379a886ecfc128c8f1b_109)[1](#i2f76b3bf6f194379a886ecfc128c8f1b_109)] [added: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_112)] | | | [removed: [55](#i2f76b3bf6f194379a886ecfc128c8f1b_109)] [added: [57](#i06ac92627cbd444ca13cabc4422d9903_112)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 202](#i2f76b3bf6f194379a886ecfc128c8f1b_112)[3](#i2f76b3bf6f194379a886ecfc128c8f1b_112)[, 202](#i2f76b3bf6f194379a886ecfc128c8f1b_112)[2](#i2f76b3bf6f194379a886ecfc128c8f1b_112) [and 202](#i2f76b3bf6f194379a886ecfc128c8f1b_112)[1](#i2f76b3bf6f194379a886ecfc128c8f1b_112)] [added: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_115)] | | | [removed: [56](#i2f76b3bf6f194379a886ecfc128c8f1b_112)] [added: [56](#i06ac92627cbd444ca13cabc4422d9903_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2f76b3bf6f194379a886ecfc128c8f1b_118)] [added: Statements](#i06ac92627cbd444ca13cabc4422d9903_121)] | | | [removed: [57](#i2f76b3bf6f194379a886ecfc128c8f1b_118)] [added: [58](#i06ac92627cbd444ca13cabc4422d9903_121)] | | |

| [Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 202](#i2f76b3bf6f194379a886ecfc128c8f1b_208)[3](#i2f76b3bf6f194379a886ecfc128c8f1b_208)[, 202](#i2f76b3bf6f194379a886ecfc128c8f1b_208)[2](#i2f76b3bf6f194379a886ecfc128c8f1b_208) [and 202](#i2f76b3bf6f194379a886ecfc128c8f1b_208)[1](#i2f76b3bf6f194379a886ecfc128c8f1b_208)] [added: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_232)] | | | [removed: [S-1](#i2f76b3bf6f194379a886ecfc128c8f1b_208)] [added: [S-1](#i06ac92627cbd444ca13cabc4422d9903_232)] | | |

We have audited the accompanying consolidated balance sheets of International Flavors & Fragrances Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of [removed: (loss)] income [added: (loss)] and comprehensive loss, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Goodwill Impairment Assessments [removed: - Nourish,] [added: — Nourish and] Health & Biosciences [removed: and Pharma Solutions] Reporting Units*

As described in Notes 1 and [removed: 6] [added: 12] to the consolidated financial statements, the Company’s goodwill balance was [removed: $10.635] [added: $9.080] billion as of December 31, [removed: 2023,] [added: 2024] and the goodwill related to the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reportable segments was [removed: $3.489 billion, $4.391 billion,] [added: $3.320 billion] and [removed: $1.265] [added: $4.295] billion, respectively.

Management has determined that the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reportable segments are each also a reporting unit.

Key estimates and assumptions include revenue growth rates, gross margins, [added: adjusted operating] EBITDA margins, terminal growth rates, and discount rates.

[removed: Management] [added: The Company] determined that the carrying value of the Nourish reporting unit exceeded its fair value and recorded an impairment charge of $2.623 billion [added: in the Consolidated Statements of Income (Loss) and Comprehensive Loss] for the year ended December 31, 2023.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reporting units; (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, [removed: EBITDA margins,] terminal growth rates, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessments,] [added: assessment,] including controls over the valuation of the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reporting units; (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of 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, [removed: EBITDA margins,] terminal growth rates, and discount rates.

Evaluating management’s assumptions related to revenue growth [removed: rates, gross margins,] [added: rates] and [removed: EBITDA] [added: gross] margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: Nourish,] [added: Nourish and] Health & [removed: Biosciences, and Pharma Solutions] [added: Biosciences] reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

CONSOLIDATED STATEMENTS OF [removed: (LOSS)] INCOME [added: (LOSS)] AND COMPREHENSIVE LOSS

| [removed: *(DOLLARS] [added: *(AMOUNTS] IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 11,479] [added: 11,484] | | | | | $ | [removed: 12,440] [added: 11,479] | | | | | $ | [removed: 11,656] [added: 12,440] | |

| Gross profit | | | [removed: 3,681] [added: 4,124] | | | | | | [removed: 4,151] [added: 3,681] | | | | | | [removed: 3,735] [added: 4,151] | | |

| Research and development expenses | | | [removed: 636] [added: 671] | | | | | | [removed: 603] [added: 636] | | | | | | [removed: 629] [added: 603] | | |

| Selling and administrative expenses | | | [removed: 1,787] [added: 1,995] | | | | | | [removed: 1,768] [added: 1,787] | | | | | | [removed: 1,749] [added: 1,768] | | |

| Restructuring and other charges | | | [removed: 68] [added: 29] | | | | | | [removed: 12] [added: 68] | | | | | | [removed: 41] [added: 12] | | |

| Amortization of acquisition-related intangibles | | | [removed: 680] [added: 610] | | | | | | [removed: 727] [added: 680] | | | | | | [removed: 732] [added: 727] | | |

| Impairment of goodwill | | | [removed: 2,623] [added: 64] | | | | | | [removed: 2,250] [added: 2,623] | | | | | | [removed: —] [added: 2,250] | | |

| Impairment of long-lived assets | | | — | | | | | | [removed: 120] [added: —] | | | | | | [removed: —] [added: 120] | | |

| Gains on sale of assets | | | [removed: (3)] [added: (11)] | | | | | | (3) | | | | | | [removed: (1)] [added: (3)] | | |

| Operating [removed: (loss)] profit [added: (loss)] | | | [removed: (2,110)] [added: 766] | | | | | | [removed: (1,326)] [added: (2,110)] | | | | | | [removed: 585] [added: (1,326)] | | |

| Interest expense | | | [removed: 380] [added: 305] | | | | | | [removed: 336] [added: 380] | | | | | | [removed: 289] [added: 336] | | |

| Other [removed: expense (income),] [added: (Expense) Income,] net [removed: | | | 28 | | | | | | (37) | | |] [added: (b)] | | | [removed: (58)] [added: (5)] | | |

| [removed: (Loss) income] [added: Income (loss)] before taxes | | | [removed: (2,518)] [added: 278] | | | | | | [removed: (1,625)] [added: (2,518)] | | | | | | [removed: 354] [added: (1,625)] | | |

| Provision for income taxes | | | [removed: 45] [added: 31] | | | | | | [removed: 239] [added: 45] | | | | | | [removed: 75] [added: 239] | | |

| Net [removed: (loss)] income [added: (loss)] | | | [removed: (2,563)] [added: 247] | | | | | | [removed: (1,864)] [added: (2,563)] | | | | | | [removed: 279] [added: (1,864)] | | |

| Net income attributable to non-controlling interest | | | 4 | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 9] [added: 7] | | |

| Net [removed: (loss)] income [added: (loss)] attributable to IFF shareholders | | | $ | [removed: (2,567)] [added: 243] | | | | | $ | [removed: (1,871)] [added: (2,567)] | | | | | $ | [removed: 270] [added: (1,871)] | |

| Net [removed: (loss)] income [added: (loss)] per share — basic [added: and diluted] | | | $ | [removed: (10.05)] [added: 0.95] | | | | | $ | [removed: (7.32)] [added: (10.05)] | | | | | $ | [removed: 1.11] [added: (7.32)] | |

| [(a)(3) EXHIBITS](#i06ac92627cbd444ca13cabc4422d9903_223) | | | [109](#i06ac92627cbd444ca13cabc4422d9903_223) | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

February 28, 2025

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Cost of sales | | | 7,360 | | | | | | 7,798 | | | | | | 8,289 | | |

| (Gains) losses on business disposals | | | (346) | | | | | | 23 | | | | | | (11) | | |

| Loss on assets classified as held for sale | | | 347 | | | | | | — | | | | | | — | | |

| Net income attributable to non-controlling interest | | | 4 | | | | | | 4 | | | | | | 7 | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| *(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | 2024 | | | | | | 2023 | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Other Comprehensive (loss) income, after tax | | | | | | | | | | | | | | | | | | | | | | | | | | | (775) | | | | | | | | | | | | | | | | | | | | | | | | (775) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Comprehensive (loss) income, after tax | | | | | | | | | | | | | | | | | | | | | | | | | | | 302 | | | | | | | | | | | | | | | | | | | | | | | | 302 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Comprehensive (loss) income, after tax | | | | | | | | | | | | | | | | | | | | | | | | | | | (631) | | | | | | | | | | | | | | | | | | | | | | | | (631) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared(1) | | | | | | | | | | | | | | | | | | | | | (409) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (409) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2024 | | | 275.7 | | | | | | $ | 35 | | | | | $ | 19,917 | | | | | $ | (2,605) | | | | | $ | (2,527) | | | | | (20.0) | | | | | | $ | (944) | | | | | $ | 35 | | | | | $ | 13,911 | |

(1)Cash dividends declared per common share were $1.60, $3.24, and $3.20 for the twelve months ended December 31, 2024, 2023, and 2022, respectively.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Net income (loss) | | | $ | 247 | | | | | $ | (2,563) | | | | | $ | (1,864) | |

| Loss on assets classified as held for sale | | | 347 | | | | | | — | | | | | | — | | |

| Gains on sale of assets | | | (11) | | | | | | (3) | | | | | | (3) | | |

| (Gains) Losses on business disposals | | | (346) | | | | | | 23 | | | | | | (11) | | |

| Cash paid on foreign currency forward contracts | | | (102) | | | | | | — | | | | | | — | | |

| Principal payments of debt | | | (1,030) | | | | | | (655) | | | | | | (300) | | |

| Withholding tax paid on stock-based compensation | | | (16) | | | | | | (13) | | | | | | (21) | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| --- | --- | --- | --- | --- | --- |

| [(a)(3) EXHIBITS](#i2f76b3bf6f194379a886ecfc128c8f1b_199) | | | [112](#i2f76b3bf6f194379a886ecfc128c8f1b_199) | | |

February 28, 2024

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cost of goods sold | | | 7,798 | | | | | | 8,289 | | | | | | 7,921 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, | | | | | | | | |

| Amortization of inventory step-up | | | — | | | | | | — | | | | | | 368 | | |

| Other current payables and accrued expenses | | | 19 | | | | | | 92 | | | | | | 4 | | |

| Deferred financing costs | | | (5) | | | | | | — | | | | | | (3) | | |

| Repayments of long-term debt | | | (655) | | | | | | (300) | | | | | | (828) | | |

| Purchases of redeemable non-controlling interests | | | (39) | | | | | | (47) | | | | | | — | | |

| Proceeds from issuance of long-term debt | | | — | | | | | | — | | | | | | 3 | | |

| Employee withholding taxes paid | | | (13) | | | | | | (21) | | | | | | (21) | | |

| Balance at December 31, 2020 | | | 128,526,137 | | | | | | $ | 16 | | | | | $ | 3,853 | | | | | $ | 4,156 | | | | | $ | (698) | | | | | (21,588,147) | | | | | | $ | (1,017) | | | | | $ | 12 | | | | | $ | 6,322 | |

| 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) | | |

| Impact of N&B Merger | | | 141,740,461 | | | | | | 18 | | | | | | 15,936 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22 | | | | | | 15,976 | | |

| Conversion of tangible equity units | | | 5,460,031 | | | | | | 1 | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Redeemable NCI | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | |

| Dividends on non-controlling interest and other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | (2) | | |

| Cumulative translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | (933) | | | | | | | | | | | | | | | | | | | | | | | | (933) | | |

| Pension liability and postretirement adjustment; net of tax $(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | 158 | | | | | | | | | | | | | | | | | | | | | | | | 158 | | |

| Cumulative translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | 414 | | | | | | | | | | | | | | | | | | | | | | | | 414 | | |

| Pension liability and postretirement adjustment; net of tax $3 | | | | | | | | | | | | | | | | | | | | | | | | | | | (112) | | | | | | | | | | | | | | | | | | | | | | | | (112) | | |

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.

As a result, the Company’s Consolidated Financial Statements for the periods ended December 31, 2023 and 2022 reflect the results of N&B for the full twelve months of 2023 and 2022, whereas the period ended December 31, 2021 only reflect the results of N&B from the Closing Date.

Correction of Prior Year Consolidated Financial Statements

The Company revised its Operating lease right-of-use assets from $636 million to $743 million and Operating lease liabilities from $565 million to $672 million on its Consolidated Balance Sheets as of December 31, 2022.

This reflects the correction of an error of $107 million related to a lease renewal that was not correctly reflected in the prior year period.

In addition, the Company revised its Goodwill from $13.355 billion to $13.373 billion and Deferred income tax liabilities from $2.265 billion to $2.283 billion on its Consolidated Balance Sheets as of December 31, 2022.

This reflects the correction of an error of $18 million related to deferred income tax liabilities as part of purchase accounting for the Merger with N&B.

The Company also corrected an error related to the fair value of derivative assets and liabilities of cross currency swaps.

As a result of this correction, the Company revised its Other assets from $699 million to $689 million, which included a $9 million impact to deferred income taxes, Other liabilities from $472 million to $491 million and Accumulated other comprehensive loss from $2.169 billion to $2.198 billion on its Consolidated Balance Sheets as of December 31, 2022.

The Company also revised its Cumulative translation adjustment from $(904) million to $(933) million on its Consolidated Statements of Shareholders’ Equity for the year ended December 31, 2022.

The Company also adjusted the disclosure of its total receivables factored for the years ended December 31, 2022 and 2021 from $1.030 billion to $1.451 billion and $668 million to $1.167 billion, respectively, and the outstanding principal amounts of receivables from $212 million to $157 million as of December 31, 2022.

The impacts of these corrections are also presented in the related footnotes.

| | | | Title: | | | *Executive Vice President, Chief Financial [removed: & Business Transformation] Officer* | | |

Dated: February 28, [removed: 2024][added: 2025]

| /s/ J. Erik Fyrwald | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ [removed: Glenn Richter] [added: Michael DeVeau] | | | | | | Executive Vice President, Chief Financial [removed: & Business Transformation] Officer (Principal Financial Officer) | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Beril Yildiz | | | | | | Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Roger W. Ferguson, Jr. | | | | | | [removed: Chairman] [added: Chair] of the Board, Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Kathryn J. Boor | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Mark J. Costa | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Carol Anthony (John) Davidson | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ John F. Ferraro | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Christina Gold | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Dawn C. Willoughby | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| /s/ Kevin O’Byrne | | | | | | Director | | | | | | February 28, [removed: 2024] [added: 2025] | | |

| | | | Balance at beginning of period | | | | | | Additions (deductions) charged to costs and expenses | | | | | | Acquisitions | | | | | | [removed: Accounts written off] | | | | | | Translation adjustments | | | | | | Other | | | | | | Balance at end of period | | |

| Valuation allowance on credit and operating loss carryforwards and other net deferred tax assets | | | [added: $ |] 262 | | | | | [added: $] | 76 | | | | | [added: $] | — | | | | | | [removed: —] | | | | | [added: $] | (23) | | | | | [added: $] | 9 | | | | | [added: $] | 324 | | [removed: |]

| | | | Balance at beginning of period | | | | | | Additions charged to costs and expenses | | | | | | Acquisitions | | | | | | [removed: Accounts written off] | | | | | | Translation adjustments | | | | | | Other | | | | | | Balance at end of period | | |

| Valuation allowance on credit and operating loss carryforwards and other net deferred tax assets | | | [added: $ |] 232 | | | | | [added: $] | 51 | | | | | [added: $] | — | | | | | | [removed: —] | | | | | [added: $] | (21) | | | | | [added: $] | — | | | | | [added: $] | 262 | | [removed: |]

| | | | For the Year Ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Balance at beginning of period | | | | | | Additions charged to costs and expenses | | | | | | Acquisitions | | | | | | [removed: Accounts written off] | | | | | | Translation adjustments | | | | | | [removed: Other(1)] [added: Other] | | | | | | Balance at end of period | | |

| Valuation allowance on credit and operating loss carryforwards and other net deferred tax assets | | | [removed: 257] [added: $] | [added: 324] | | | | | [removed: (18)] [added: $] | [added: 72] | | | | | [removed: 9] [added: $] | [added: —] | | | | | [removed: —] | | | | | | [removed: (16)] [added: $] | [added: (20)] | | | | | [removed: —] [added: $] | [added: —] | | | | | [removed: 232] [added: $] | [added: 376] | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| | | | By: | | | /s/ Michael DeVeau | | |

| | | | Name: | | | Michael DeVeau | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| Michael DeVeau | | | | | | | | | | | | | | |

| /s/ Vincent J. Intrieri | | | | | | Director | | | | | | February 28, 2025 | | |

| Vincent J. Intrieri | | | | | | | | | | | | | | |

| /s/ Cynthia T. Jamison | | | | | | Director | | | | | | February 28, 2025 | | |

| Cynthia T. Jamison | | | | | | | | | | | | | | |

| /s/ Mehmood Khan | | | | | | Director | | | | | | February 28, 2025 | | |

| Mehmood Khan | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Margarita Paláu-Hernández | | | | | | Director | | | | | | February 28, 2025 | | |

| Margarita Paláu-Hernández | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | By: | | | /s/ Glenn Richter | | |

| | | | Name: | | | Glenn Richter | | |

| Glenn Richter | | | | | | | | | | | | | | |

| /s/ Barry A. Bruno | | | | | | Director | | | | | | February 28, 2024 | | |

| Barry A. Bruno | | | | | | | | | | | | | | |

| /s/ Gary Hu | | | | | | Director | | | | | | February 28, 2024 | | |

| Gary Hu | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 53 | | | | | $ | 9 | | | | | $ | — | | | | | $ | (11) | | | | | $ | 1 | | | | | $ | — | | | | | $ | 52 | |

| Allowance for doubtful accounts | | | $ | 46 | | | | | $ | 19 | | | | | $ | — | | | | | $ | — | | | | | $ | (12) | | | | | $ | — | | | | | $ | 53 | |

| Allowance for doubtful accounts | | | $ | 21 | | | | | $ | 6 | | | | | $ | — | | | | | $ | (1) | | | | | $ | — | | | | | $ | 20 | | | | | $ | 46 | |

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