Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


(a)(1) FINANCIAL STATEMENTS: The following consolidated financial statements, related notes, and independent registered public accounting firm’s report are included in this Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			52
Consolidated Statements of Income (Loss) and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022			54
Consolidated Balance Sheets as of December 31, 2024 and 2023			55
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022			56
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			57
Notes to Consolidated Financial Statements			58

(a)(3) EXHIBITS			109

(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2024, 2023 and 2022			S-1

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

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Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

Basis for Opinions

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

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Critical Audit Matters

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

Goodwill Impairment Assessments — Nourish and Health & Biosciences Reporting Units

As described in Notes 1 and 12 to the consolidated financial statements, the Company’s goodwill balance was $9.080 billion as of December 31, 2024 and the goodwill related to the Nourish and Health & Biosciences reportable segments was $3.320 billion and $4.295 billion, respectively. Management has determined that the Nourish and Health & Biosciences reportable segments are each also a reporting unit. Management tests goodwill for impairment at the reporting unit level as of November 30 every year or more frequently if events or changes in circumstances indicate the asset might be impaired. If a reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. Management assessed the fair value of the reporting units using an income approach. Under the income approach, management determined the fair value by using a discounted cash flow method at a rate of return that reflects the relative risk of the projected future cash flows of each reporting unit, as well as a terminal value. Key estimates and assumptions include revenue growth rates, gross margins, adjusted operating EBITDA margins, terminal growth rates, and discount rates.

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

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

/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2025

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

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INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE LOSS


	Year Ended December 31,
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)	2024		2023		2022
Net sales	$	11,484	$	11,479	$	12,440
Cost of sales	7,360		7,798		8,289
Gross profit	4,124		3,681		4,151
Research and development expenses	671		636		603
Selling and administrative expenses	1,995		1,787		1,768
Restructuring and other charges	29		68		12
Amortization of acquisition-related intangibles	610		680		727
Impairment of goodwill	64		2,623		2,250
Impairment of long-lived assets	—		—		120
Gains on sale of assets	(11)		(3)		(3)
Operating profit (loss)	766		(2,110)		(1,326)
Interest expense	305		380		336

(Gains) losses on business disposals	(346)		23		(11)
Loss on assets classified as held for sale	347		—		—
Other expense (income), net	182		5		(26)
Income (loss) before taxes	278		(2,518)		(1,625)
Provision for income taxes	31		45		239
Net income (loss)	247		(2,563)		(1,864)
Net income attributable to non-controlling interest	4		4		7
Net income (loss) attributable to IFF shareholders	$	243	$	(2,567)	$	(1,871)

Net income (loss) per share — basic and diluted	$	0.95	$	(10.05)	$	(7.32)

Average number of shares outstanding - basic and diluted	256		255		255


Statements of Comprehensive Loss
Net income (loss)	$	247	$	(2,563)	$	(1,864)
Other comprehensive income (loss), after tax:
Foreign currency translation adjustments	(774)		414		(933)
Gains (losses) on derivatives qualifying as hedges	(3)		—		—
Pension and postretirement liability adjustment	146		(112)		158
Other comprehensive income (loss)	(631)		302		(775)
Comprehensive loss	(384)		(2,261)		(2,639)
Net income attributable to non-controlling interest	4		4		7
Comprehensive loss attributable to IFF shareholders	$	(388)	$	(2,265)	$	(2,646)

See Notes to Consolidated Financial Statements

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INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED BALANCE SHEETS


	December 31,
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)	2024		2023
ASSETS
Current Assets:
Cash, cash equivalents, and restricted cash	$	469	$	709

Trade receivables (net of allowances of $26 and $52, respectively)	1,624		1,726
Inventories	2,133		2,477
Assets held for sale	3,030		506

Prepaid expenses and other current assets	737		875
Total Current Assets	7,993		6,293
Property, plant and equipment, net	3,739		4,240
Goodwill	9,080		10,635
Other intangible assets, net	6,445		8,357
Operating lease right-of-use assets	573		689
Other assets	837		764
Total Assets	$	28,667	$	30,978
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt and current portion of long-term debt	$	1,413	$	885

Accounts payable	1,283		1,378
Accrued payroll and bonus	420		265
Dividends payable	102		207
Liabilities held for sale	332		46
Other current liabilities	783		977
Total Current Liabilities	4,333		3,758
Other Liabilities:
Long-term debt	7,564		9,186

Retirement liabilities	167		253
Deferred income taxes	1,592		1,937
Operating lease liabilities	534		642
Other liabilities	566		560
Total Other Liabilities	10,423		12,578
Commitments and Contingencies (Note 21)

Shareholders’ Equity:
Common stock $0.125 par value; 500.0 shares authorized; 275.7 and 275.7 shares issued as of December 31, 2024 and December 31, 2023, respectively; and 255.7 and 255.3 shares outstanding as of December 31, 2024 and December 31, 2023, respectively	35		35
Capital in excess of par value	19,917		19,874
Accumulated deficit	(2,605)		(2,439)
Accumulated other comprehensive loss	(2,527)		(1,896)
Treasury stock, at cost (20.0 and 20.4 shares as of December 31, 2024 and December 31, 2023, respectively)	(944)		(963)
Total Shareholders’ Equity	13,876		14,611
Non-controlling interest	35		31
Total Shareholders’ Equity including non-controlling interest	13,911		14,642
Total Liabilities and Shareholders’ Equity	$	28,667	$	30,978

See Notes to Consolidated Financial Statements

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INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)	Common stock				Capital in excess of par value		Retained earnings (accumulated deficit)		Accumulated other comprehensive loss		Treasury stock			Non-controlling interest		Total
Shares		Cost	Shares		Cost
Balance at December 31, 2021	275.7		$	35	$	19,826	$	3,641	$	(1,423)	(21.2)	$	(997)	$	35	$	21,117
Net income (loss)							(1,871)							3		(1,868)
Other Comprehensive (loss) income, after tax									(775)							(775)



Cash dividends declared(1)							(815)									(815)
Stock options/SSARs					11						0.1	4				15


Vested restricted stock units and awards					(41)						0.3	15				(26)
Stock-based compensation					49											49
Purchase of NCI					1									(6)		(5)
Redeemable NCI					(5)											(5)
Dividends on non-controlling interest and other														(2)		(2)
Balance at December 31, 2022	275.7		$	35	$	19,841	$	955	$	(2,198)	(20.8)	$	(978)	$	30	$	17,685
Net income (loss)							(2,567)							4		(2,563)
Other Comprehensive (loss) income, after tax									302							302



Cash dividends declared(1)							(827)									(827)
Stock options/SSARs					(4)						0.1	4				—
Vested restricted stock units and awards					(22)						0.3	11				(11)
Stock-based compensation					65											65

Redeemable NCI					(6)											(6)
Dividends on non-controlling interest and other														(3)		(3)
Balance at December 31, 2023	275.7		$	35	$	19,874	$	(2,439)	$	(1,896)	(20.4)	$	(963)	$	31	$	14,642
Net income (loss)							243							4		247
Other Comprehensive (loss) income, after tax									(631)							(631)



Cash dividends declared(1)							(409)									(409)
Stock options/SSARs					(1)						—	2				1
Vested restricted stock units and awards					(33)						0.4	17				(16)
Stock-based compensation					77											77



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.

See Notes to Consolidated Financial Statements

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INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
(AMOUNTS IN MILLIONS)	2024		2023		2022
Cash flows from operating activities:
Net income (loss)	$	247	$	(2,563)	$	(1,864)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	1,015		1,142		1,179
Deferred income taxes	(304)		(369)		(237)
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)
Stock-based compensation	77		65		49


Pension contributions	(29)		(36)		(36)
Pension-related expense (benefit)	125		(28)		(19)

Impairment of goodwill	64		2,623		2,250
Impairment of long-lived assets	—		—		120
Inventory write-down	—		72		—



Changes in assets and liabilities, net of acquisitions:
Trade receivables	(217)		51		(117)
Inventories	(34)		605		(893)
Accounts payable	40		(39)		(57)
Accruals for incentive compensation	190		(2)		(34)

Other assets/liabilities, net	(94)		(102)		70
Net cash provided by operating activities	1,070		1,439		397
Cash flows from investing activities:
Cash paid for acquisitions, net of cash received	—		—		(110)
Additions to property, plant and equipment	(463)		(503)		(504)
Additions to intangible assets	(5)		—		(2)
Proceeds from sale of assets	21		27		8

Proceeds from unwinding of derivative instruments	—		—		173
Cash provided by the Merger with N&B	—		—		11
Net proceeds received from business disposals	875		1,050		1,169
Cash paid on foreign currency forward contracts	(102)		—		—



Net cash provided by investing activities	326		574		745
Cash flows from financing activities:
Cash dividends paid to shareholders	(514)		(826)		(810)
Dividends paid to redeemable non-controlling interests	—		(13)		—
Increase (decrease) in revolving credit facility and short term borrowings	—		(99)		104
Proceeds from issuance of commercial paper (maturities after three months)	—		—		225
Repayments of commercial paper (maturities after three months)	—		—		(421)
Net (repayments) borrowings of commercial paper (maturities less than three months)	—		(187)		48

Principal payments of debt	(1,030)		(655)		(300)
Purchases of redeemable non-controlling interests	—		(39)		(47)




Deferred and contingent consideration paid	(36)		(6)		—


Withholding tax paid on stock-based compensation	(16)		(13)		(21)
Other, net	(10)		(13)		(7)

Net cash used in financing activities	(1,606)		(1,851)		(1,229)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54)		21		(77)
Net change in cash, cash equivalents and restricted cash	(264)		183		(164)
Cash, cash equivalents and restricted cash at beginning of year	735		552		716
Cash, cash equivalents and restricted cash at end of year	$	471	$	735	$	552
Supplemental Disclosures:
Interest paid, net of amounts capitalized	$	308	$	370	$	310
Income taxes paid	370		578		329
Accrued capital expenditures	158		109		150

See Notes to Consolidated Financial Statements

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INTERNATIONAL FLAVORS & FRAGRANCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Operations

International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” “IFF,” “the Company,” “we,” “us” and “our”) is a leading creator and manufacturer of food, beverage, health & biosciences, scent and pharma solutions and complementary adjacent products, including 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 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.

Fiscal Year End

The Company uses a calendar year of the twelve-month period from January 1 to December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The inputs into the Company’s judgments and estimates take into account ongoing global current events and adverse macroeconomic impacts on the critical and significant accounting estimates, including estimates associated with future cash flows that are used in assessing the risk of impairment of certain assets and in business combinations. Actual results could differ from those estimates.

Principles of Consolidation

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

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated Net income (loss).

Revenue Recognition

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

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

Contract Assets and Liabilities

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

As of December 31, 2024 and 2023, the Company’s gross accounts receivable was $1.650 billion and $1.778 billion, respectively. The Company’s contract assets and contract liabilities as of December 31, 2024 and 2023 were not material.

Foreign Currency Translation

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The Company translates the assets and liabilities of non-U.S. subsidiaries into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates during the year. Foreign currency translation adjustments are shown as a component of Other comprehensive income (loss) on the Statements of Comprehensive Loss.

Research and Development

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

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with maturities of three months or less at date of purchase. Restricted cash is comprised of cash or cash equivalents which has been placed into an account that is restricted for a specific use and from which the Company cannot withdraw the cash on demand.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s balance sheets as of December 31, 2024, 2023 and 2022 to the amounts reported on the Company’s statement of cash flows periods ended December 31, 2024, 2023 and 2022.


(DOLLARS IN MILLIONS)	December 31, 2024		December 31, 2023		December 31, 2022
Current assets
Cash and cash equivalents	$	469	$	703	$	483
Cash and cash equivalents included in Assets held for sale	2		26		52
Restricted cash	—		6		10
Non-current assets
Restricted cash included in Other assets	—		—		7
Cash, cash equivalents and restricted cash	$	471	$	735	$	552

Accounts Receivable

The Company has various factoring agreements globally under which it can factor up to approximately $309 million of its trade receivables (“Company’s own factoring agreements”) at a point in time. In addition, the Company utilizes factoring agreements sponsored by certain customers. Under all of the arrangements, the Company sells the trade receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as sales of receivables. The applicable receivables are removed from the Company’s Consolidated Balance Sheets when the cash proceeds are received by the Company.

The Company sold approximately $1.732 billion, $1.752 billion and $1.451 billion of receivables in 2024, 2023 and 2022, respectively, under the Company’s own factoring agreements and customer sponsored factoring agreements. The cost of participating in these programs was approximately $27 million, $25 million and $12 million, in 2024, 2023 and 2022, respectively, and is included as a component of interest expense. Under the Company’s own factoring agreements for which the Company has continued responsibility to collect receivables and provide to its sponsor, it sold approximately $850 million, $843 million and $547 million of receivables in 2024, 2023 and 2022, respectively. The outstanding principal amounts of receivables under the Company’s own factoring agreements amounted to approximately $189 million and $196 million as of December 31, 2024 and 2023, respectively. The proceeds from the sales of receivables are included in net cash from operating activities in the Consolidated Statements of Cash Flows.

Expected Credit Losses

The Company is exposed to credit losses primarily through its sales of products. To determine the appropriate allowance for expected credit losses, the Company considers certain credit quality indicators, such as aging of customer receivable balances, loss history and creditworthiness of debtors. The Company also considers current and anticipated future conditions of the general economy in the determination of allowances, including significant aspects of a geographic location and the industries in which the Company operates. The Company’s general allowance for credit losses is calculated using a loss rate model that is primarily based on historical write-off experiences and applied to trade receivables. As necessary, additional reserves are established based on other factors, such as aging of receivables, customer credit quality and account collectability and country risk. These allowances are reviewed and approved by the Regional and Global Credit committees.

As of December 31, 2024, the Company reported $1.624 billion of trade receivables, net of allowances of $26 million. Based on the aging analysis as of December 31, 2024, approximately 1% of the Company’s accounts receivable were past due by over 365 days based on the payment terms of the invoice.

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The following is a roll forward of the Company’s allowances for bad debts for the years ended December 31, 2022, 2023 and 2024:


(DOLLARS IN MILLIONS)	Allowance for Bad Debts
Balance at December 31, 2021	$	46
Bad debt expense (reversal)	19
Foreign exchange (gains) losses	(12)
Balance at December 31, 2022	53
Bad debt expense (reversal)	9
Write-offs	(11)

Foreign exchange (gains) losses	1
Balance at December 31, 2023	52
Bad debt expense (reversal)	(4)
Write-offs	(19)

Foreign exchange (gains) losses	(3)
Balance at December 31, 2024	$	26

Inventories

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


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Raw materials	$	657	$	779
Work in process	368		406
Finished goods	1,108		1,292
Total	$	2,133	$	2,477

Leases

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

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

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

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

Long-Lived Assets

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated on a straight-line basis, principally over the following estimated useful lives: buildings and improvements, 1 to 40 years; machinery and equipment, 1 to 20 years;

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information technology hardware and software, 1 to 7 years; and leasehold improvements which are included in buildings and improvements, the estimated life of the improvements or the remaining term of the lease, whichever is shorter.

Finite-Lived Intangible Assets

Finite-lived intangible assets include customer relationships, patents, trade names, technological know-how and other intellectual property valued at acquisition and are amortized on a straight-line basis over the following estimated useful lives: customer relationships, 15 to 20 years; patents and trade names, 4 to 23 years; and technological know-how, 5 to 15 years.

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

The Israel-Hamas War

The Company maintains operations in Israel and, additionally, exports products to customers in Israel from operations outside the region. The Company will continue to evaluate the current events and any potential impacts related to this matter, but does not expect there to be a material impact to its Consolidated Financial Statements.

The Russia-Ukraine War

The Company maintains operations in both Russia and Ukraine and, additionally, exports products to customers in Russia and Ukraine from operations outside the region. In response to the events in Ukraine, the Company has limited the production and supply of ingredients in and to Russia to only those that meet the essential needs of people, including food, hygiene and medicine.

Allowances for Bad Debts

As of December 31, 2024, the Company had a reserve of approximately $2 million related to expected credit losses on receivables from customers located in Russia and Ukraine. The Company will continue to evaluate its credit exposure related to Russia and Ukraine.

Impairment of Long-Lived Assets

During the second quarter of 2022, the sales and margins declined for certain entities within Russia due to supply chain issues, reduced product demand and exchange rate volatility. Further, it was determined that such declines in operating performance were not expected to reverse in the near future. Additionally, future growth was expected to be limited given operating conditions in Russia, which inhibit the required future investment.

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

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

Goodwill

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

The Company tests goodwill for impairment at the reporting unit level as of November 30 every year or more frequently if events or changes in circumstances indicate the asset might be impaired. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded.

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

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

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

The classification of the Pharma Solutions disposal group as held for sale was considered an event or change in circumstance which required an assessment of the existing Pharma Solutions reporting unit. As of the initial held for sale date, the Company 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. During 2023, the Company determined that the carrying value of the Nourish reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.623 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023. During 2022, the Company determined that the carrying value of the Health & Biosciences reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.250 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2022. See Note 12 for additional information.

Income Taxes

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

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

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

Retirement Benefits

Current service costs of retirement plans and postretirement health care and life insurance benefits are accrued. Prior service costs resulting from plan improvements are amortized over periods ranging from 7 to 25 years.

Financial Instruments

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

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

Software Costs

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

Net Income (Loss) Per Share

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

Basic income (loss) per share represents the amount of earnings available to each share of common stock outstanding during the period. Basic income (loss) per share includes the effect of issuing shares of common stock. Diluted (loss) income per share also includes the effect of issuing shares of common stock, assuming (i) stock options and warrants are exercised, and (ii) restricted stock units are fully vested under the treasury stock method. See Note 2 for additional information.

Stock-Based Compensation

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

Financing Costs

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

Redeemable Non-controlling Interests

Non-controlling interests in subsidiaries that are redeemable for cash or other assets outside of the Company’s control are classified as mezzanine equity, outside of equity and liabilities, at the greater of the carrying value or the redemption value. The increases or decreases in the estimated redemption amount are recorded with corresponding adjustments against Capital in excess of par value and are reflected in the computation of earnings per share using the two-class method. As of December 31, 2024, the Company has acquired or sold all of its remaining redeemable non-controlling interests. See Note 19 for additional information.

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into assets and liabilities held for sale on the Company’s Consolidated Balance Sheets. The reclassification occurs when management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. See Note 4 for additional information.

Supply Chain Financing Program

In the fourth quarter of 2023, the Company entered into a supply chain financing (“SCF”) program. The program is expected to be available to U.S. based suppliers starting in 2025. The Company makes continuous efforts to improve working

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capital efficiency and has worked with suppliers to optimize payment terms and conditions. The Company’s current payment terms with a majority of suppliers generally range from 0 to 180 days, which is deemed to be commercially reasonable. The Company’s voluntary SCF program will allow its suppliers to elect to sell the receivables owed to them by the Company to a third-party financial institution. The suppliers, at their own discretion, will determine the invoices they want to sell and directly negotiate the arrangements with the participating third-party financial institution. Supplier participation in the program is solely the decision of the supplier and has no bearing on the Company’s payment terms and amounts due with the supplier. The Company’s responsibility will be limited to making payments based upon the agreed upon contractual terms and arrangements. The Company will not provide any form of guarantees under the SCF program and will have no economic interest in the suppliers’ decision to participate in the SCF program. Amounts due to suppliers that elect to participate in the SCF program will be included in Accounts payable on the Consolidated Balance Sheets. The Company, or the third-party financial institution, may choose to terminate the agreement of the program at any time upon 30 days’ prior written notice. The third-party financial institution may also terminate the agreement of the program at any time upon three business days’ prior written notice in the event there are insufficient funds available for disbursements. As of December 31, 2024 and 2023, there were no amounts outstanding related to suppliers’ participation in the SCF program.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, issued Accounting Standards Update (“ASU”) 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU was issued to improve the disclosures about a public business entity's expenses, primarily through disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Public business entities are permitted to adopt the ASU prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its Consolidated Financial Statements and footnote disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU was issued to further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its Consolidated Financial Statements and income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU intends to improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included within segment profit and loss. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and applied retrospectively to all prior periods presented in the financial statements. The Company has adopted this guidance. See Note 7 for the updated disclosure.

NOTE 2. NET INCOME (LOSS) PER SHARE

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


	December 31,
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)	2024		2023		2022
Net Income (Loss)
Net income (loss) attributable to IFF shareholders	$	243	$	(2,567)	$	(1,871)
Adjustment related to decrease (increase) in redemption value of redeemable non-controlling interests in excess of earnings allocated	—		2		3
Net income (loss) available to IFF shareholders	$	243	$	(2,565)	$	(1,868)
Shares
Weighted average common shares outstanding (basic and diluted)	256		255		255




Net Income (Loss) per Share
Net income (loss) per share - basic and diluted(1)	$	0.95	$	(10.05)	$	(7.32)

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(1)For the years ended December 31, 2023 and 2022, the basic and diluted net income (loss) per share cannot be recalculated based on the information presented in the table above due to the effects of rounding.

The Company has issued shares of Purchased Restricted Stock Units (“PRSUs”) which contain non-forfeitable rights to dividends and thus are considered participating securities which are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method.

The Company did not present the two-class method since the difference between basic net income per share for both unrestricted common shareholders and PRSU shareholders for the years ended December 31, 2024, 2023 and 2022 was less than $0.01 per share.

There were approximately 0.2 million and 0.3 million potentially dilutive securities excluded from the computation of diluted net loss per share for the years ended December 31, 2023 and 2022, respectively, because there was a net loss attributable to IFF for the periods and, as such, the inclusion of these securities would have been anti-dilutive.

For the years ended December 31, 2024, 2023 and 2022, there were approximately 0.3 million, 0.4 million and 0.3 million of share equivalents, respectively, that had an anti-dilutive effect and therefore were excluded from the computation of diluted net income (loss) per share.

NOTE 3. ACQUISITIONS

Acquisition of Health Wright Products, Inc.

On April 1, 2022 (“Acquisition Date”), the Company completed its acquisition of Health Wright Products, Inc. (“Health Wright”). IFF acquired 100% of the equity of Health Wright and made a net payment of $110 million as part of the acquisition.

The purchase price allocation was finalized as of the end of 2022. During the years ended December 31, 2023 and 2022, the Company remeasured the fair value of contingent consideration obligations, and, as a result, recognized an expense and a reduction of expense of approximately $6 million and $(5) million, respectively, presented in Selling and administrative expenses on the Consolidated Statements of Income (Loss) and Comprehensive Loss. The reduction in the fair value of contingent consideration primarily resulted from changes in the probability assessment of achieving the performance targets. As of December 31, 2023, there was approximately $32 million of earnout liabilities presented in Other current liabilities on the Consolidated Balance Sheets. The full amount of the earnout liability was paid to the Seller during the year ended December 31, 2024. See Note 13 for additional information.

NOTE 4. BUSINESS DIVESTITURES AND ASSETS AND LIABILITIES HELD FOR SALE

Divestiture of the Cosmetic Ingredients Business

During the third quarter of 2023, the Company announced it had entered into an agreement to sell its Cosmetic Ingredients business, which was a part of the Scent segment. The Company completed the divestiture on April 2, 2024, and received cash proceeds of approximately $839 million, which includes a $2 million post-closing net working capital adjustment made in the fourth quarter of 2024.

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


(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	839
Direct costs to sell	(10)
Fair value of sale consideration	$	829

The Net proceeds received from business disposals presented under Cash flows from investing activities represent the cash portion of the sale consideration, which was determined as the fair value of sale consideration adjusted by the cash transferred to the buyer as part of the transaction and the net cash settlement for post-closing adjustments. Amounts paid for direct costs to sell are presented under Cash flows from operating activities. The following table summarizes the different components of Net proceeds received from business disposals presented under Cash flows from investing activities:

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(DOLLARS IN MILLIONS)
Cash proceeds from the buyer	$	839
Cash transferred to the buyer	(32)
Net Cash flows from investing activities	$	807

The carrying amount of net assets associated with the business unit, adjusted for currency translation adjustment, was approximately $466 million. The major classes of assets and liabilities sold consisted of the following:


(DOLLARS IN MILLIONS)	April 2, 2024
Assets
Cash and cash equivalents	$	32
Trade receivables, net	18
Inventories	17
Property, plant and equipment, net	7
Goodwill	271
Other intangible assets, net	144
Operating lease right-of-use assets	10
Other assets	11
Total assets	510
Liabilities
Accounts payable	$	(5)
Deferred tax liability	(25)
Other liabilities	(18)
Total liabilities	(48)
Equity
Accumulated other comprehensive income - currency translation adjustment	4
Total equity	4
Carrying value of net asset (adjusted for currency translation adjustment)	$	466

As a result of the business divestiture, the Company recognized a pre-tax gain of approximately $363 million, presented in (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the twelve months ended December 31, 2024. The total income tax expense/(benefit) recognized was approximately $31 million, with approximately $(7) million that was recognized during the year ended December 31, 2023.

Divestiture of the Flavors and Essences UK Business

During the third quarter of 2024, the Company completed the divestiture of its Flavors and Essences UK (“F&E”) business, which was a part of the Nourish segment. The Company completed the divestiture on September 1, 2024, and received net cash proceeds of approximately $28 million. The carrying amount of net assets associated with the business unit, adjusted for currency translation adjustment, was approximately $48 million. The majority of net assets sold included intangible assets and goodwill attributable to the F&E business. As part of the business divestiture, the Company recognized a pre-tax loss of approximately $20 million presented in (Gains) losses on business disposals and a tax benefit of approximately $1 million presented in Provision for income taxes on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the twelve months ended December 31, 2024.

Divestiture of the Flavor Specialty Ingredients Business

The Company completed the divestiture of the Flavors Specialty Ingredients (“FSI”) business on August 1, 2023, and received net cash proceeds of approximately $200 million.

As a result of the business divestiture, the Company recognized a pre-tax loss of approximately $10 million, presented in (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023. There was a net working capital adjustment of $(3) million for the year ended December 31, 2024, resulting in a cumulative pre-tax loss of approximately $7 million.

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Divestiture of a Portion of the Savory Solutions Business

The Company completed the divestiture of a portion of the Savory Solutions business on May 31, 2023, and received net cash proceeds of approximately $821 million. In addition, a receivable of approximately $37 million was recorded which reflected the remaining sale consideration that was received in January 2024.

As a result of the divestiture, the Company recognized a pre-tax loss of approximately $3 million presented in (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023.

Liquidation of a Business in Russia

As part of the liquidation of a business in Russia for the sale of the portion of the Savory Solutions business, the Company recognized a pre-tax loss of approximately $10 million presented in the (Gains) losses on business disposals, and tax benefits of approximately $2 million presented in Provision for income taxes on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023.

Divestiture of Microbial Control

The Company completed the divestiture of the Microbial Control business on July 1, 2022 and received net cash proceeds of approximately $1.169 billion.

The Company entered into transition services agreements with the buyer for providing certain general accounting, information technology and other services up to 19 months following the date of the sale for minimal consideration. For the years ended December 31, 2023 and 2022, the transition services income under the transition services agreements were approximately $25 million and $11 million, respectively, and was recognized as a reduction to the costs incurred to provide services under the transition services agreements, which was included in Selling and administrative expenses on the Consolidated Statements of Income (Loss) and Comprehensive Loss.

As a result of the business divestiture, the Company recognized a pre-tax gain of approximately $11 million presented in (Gains) losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2022.

Assets and Liabilities Held for Sale

Pharma Solutions

During March 2024, the Company announced it had entered into an agreement to sell its Pharma Solutions business that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable operating segment as well as certain adjacent businesses (the “Pharma Solutions disposal group”). The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2025.

The sale does not constitute a strategic shift of the Company’s operations and does not, and will not, have major effects on the Company’s operations and financial results. Therefore, the transaction does not meet the discontinued operations criteria.

The Company determined that the assets and liabilities of the Pharma Solutions disposal group met the criteria to be presented as “held for sale” during the second quarter of 2024. As a result, at December 31, 2024, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets.

The classification of the Pharma Solutions disposal group as held for sale was considered an event or change in circumstance which required an assessment of the existing Pharma Solutions reporting unit. The Company performed a pre-classification goodwill impairment test and determined that the fair value of the Pharma Solutions reporting unit exceeded the carrying value.

The Company engaged an independent third party to assist management with determining the fair value of the assets held for sale as of May 1, 2024, based upon the sale price including earnouts expected to be received from the buyer. The fair value of the earnout was based on a Monte Carlo simulation. Goodwill was allocated to the Pharma Solutions disposal group based upon the relative fair value of the businesses included in the disposal group compared to the reporting units to which the businesses relate. The Company then performed a post-classification goodwill impairment test and determined that the fair value was less than the carrying value of the Pharma Solutions disposal group. As such, the Company recorded a non-cash goodwill impairment charge of $64 million in the three months ended June 30, 2024, which is presented in Impairment of goodwill on the Consolidated Statements of Income (Loss) and Comprehensive Loss.

The Company also performed a goodwill impairment test of the remaining businesses in the Pharma Solutions reporting unit that were not classified as held for sale and determined that the fair value exceeded the carrying value.

The Company also engaged an independent third party to assist management with determining the fair value of the Pharma Solutions disposal group for the purposes of calculating loss on assets classified as held for sale. At December 31, 2024, the

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Company determined that the fair value of $2,692 million (fair value of $2,724 million less estimated costs to sell of $32 million) of the Pharma Solutions disposal group was less than the carrying value. As such, the Company recorded a year-to-date loss of $337 million. This is presented in Loss on assets classified as held for sale on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the twelve months ended December 31, 2024. The Company recorded the loss on classification of held for sale as a valuation allowance on the group of assets held for sale, without allocation to the individual assets or major classes of assets within the group.

For the twelve months ended December 31, 2024, the Company recognized total income tax benefits of $70 million related to loss on assets classified as held for sale for the Pharma Solutions disposal group.

In addition, pursuant to the terms agreed under the 2026 Term Loan Facility, a portion of the net cash proceeds received from the sale of the Pharma Solutions disposal group, when and if completed, must be used to repay our borrowings under the 2026 Term Loan Facility. Therefore, the Company reclassified the 2026 Term Loan Facility balance from “Long-term debt” to “Short-term debt and current portion of long-term debt”.

Nitrocellulose

During October of 2024, the Company entered into an agreement to sell its nitrocellulose business (including the related industrial park in Germany), which is within the Company’s existing Pharma Solutions reportable operating segment. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2025.

The Company determined that the assets and liabilities of the nitrocellulose business met the criteria to be presented as “held for sale” during the third quarter of 2024. As a result, at December 31, 2024, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets. The Company determined that, as of December 31, 2024, the fair value less estimated costs to sell of the nitrocellulose business exceeded the underlying carrying value.

Portion of the Savory Solutions Business in Turkey

During the third quarter of 2024, the Company entered into an agreement to sell assets of the Savory Solutions business in Turkey. The transaction is expected to close in the first quarter of 2025. The Company has determined that the assets met the criteria to be presented as “held for sale” during the third quarter of 2024. As a result, at December 31, 2024, such assets and liabilities were classified as held for sale on the Consolidated Balance Sheets. The Company recorded a loss of $10 million to adjust the carrying value of the assets to its fair value less costs to sell based on the agreed sales price. This is presented in Loss on assets classified as held for sale on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the twelve months ended December 31, 2024. The Company recognized total income tax benefits of $1 million related to loss on assets classified as held for sale for the portion of the Savory Solutions business in Turkey.

Carrying Amount of Assets and Liabilities Held for Sale

As of December 31, 2023, the assets and liabilities of the Cosmetic Ingredients business met the criteria to be presented as “held for sale.” The Company completed the divestiture on April 2, 2024 and therefore the assets and liabilities of the Cosmetic Ingredients business are not included in the Company's Consolidated Balance Sheets as of December 31, 2024.

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Included in the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 are the following carrying amounts of the assets and liabilities held for sale:


(DOLLARS IN MILLIONS)	December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	2	$	26
Trade receivables, net	187		15
Inventories	274		18
Property, plant and equipment, net	451		7
Goodwill(1)	1,216		276
Other intangible assets, net	1,078		146
Operating lease right-of-use assets	57		9
Other assets	112		9
Less: Loss recognized on assets held-for-sale(2)	$	(347)	—
Total assets held-for-sale	$	3,030	$	506
Liabilities
Accounts payable	$	90	$	4
Deferred tax liability	51		24
Other liabilities	191		18
Total liabilities held-for-sale	$	332	$	46

(1)The goodwill balance in assets held for sale for the Pharma Solutions disposal group as of December 31, 2024, is presented net of $64 million of goodwill impairment.

(2)Includes the impact of $131 million, primarily related to losses on foreign currency translation, expected to be reclassified out of accumulated other comprehensive loss upon close of the sales.

NOTE 5. RESTRUCTURING AND OTHER CHARGES

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

N&B Merger Restructuring Liability

During each of 2024 and 2023, the Company incurred approximately $2 million of charges related to a lease impairment and no charges related to severance. Since the inception of the restructuring activities, there have been a total of 215 headcount reductions and the Company has expensed a total of $49 million, with $15 million of severance, lease termination costs, and lease impairment charges incurred in 2022. As of December 31, 2024, the program was completed.

2023 Restructuring Program

In December 2022, the Company announced a restructuring program mainly related to headcount reduction to improve its organizational and operating structure, drive efficiencies and achieve cost savings. Since the inception of the restructuring program, there have been a total of 670 actual headcount reductions. During 2024 and 2023, the Company incurred approximately $4 million and $70 million of charges related to severance. As of December 31, 2024, the program was completed.

IFF Productivity Program

The Company is undertaking a productivity enhancement program aimed at enhancing productivity and optimizing its organizational footprint to align with business needs. This program will involve a series of actions, including ceasing operations in select manufacturing plants, consolidating lease and owned real estate space, and reducing employee headcount. The Company aims to substantially complete this productivity program by December 31, 2026. The program will impact the Company’s Nourish, Health & Biosciences, and Scent segments.

The estimated total cost of the program initiatives ranges from $50 million to $70 million. The anticipated cash charges include employee-related costs such as severance, contract terminations, and dismantling costs. Additionally, non-cash charges related to assets, such as fixed asset write downs, are expected.

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During the fourth quarter of 2024, the Company incurred initial costs in connection with the IFF Productivity Program, recognizing $20 million in fixed asset write down and $3 million in severance costs related to the Nourish segment.

Changes in Restructuring Liability

Changes in restructuring liabilities during 2022, 2023 and 2024 were as follows:


(DOLLARS IN MILLIONS)	Balance at January 1, 2022		Additional Charges (Reversals), Net		Non-Cash Charges		Cash Payments		Balance at December 31, 2022




Frutarom Integration Initiative
Severance	$	5	$	1	$	—	$	(2)	$	4
Fixed asset write down	—		3		(3)		—		—
Other(1)	3		(2)		—		(1)		—
2019 Severance Program
Severance	5		(5)		—		—		—


Other Restructuring Charges
Severance	1		—		—		—		1


N&B Merger Restructuring Liability
Severance	15		8		—		(14)		9

Other(2)	—		7		(2)		(4)		1
Total Restructuring and other charges	$	29	$	12	$	(5)	$	(21)	$	15


(DOLLARS IN MILLIONS)	Balance at January 1, 2023		Additional Charges (Reversals), Net		Non-Cash Charges		Cash Payments		Balance at December 31, 2023




Frutarom Integration Initiative
Severance	$	4	$	(3)	$	—	$	(1)	$	—






Other Restructuring Charges
Severance	1		(1)		—		—		—


N&B Merger Restructuring Liability
Severance	9		—		—		(9)		—

Other(2)	1		2		(2)		(1)		—
2023 Restructuring Program
Severance	—		70		—		(56)		14
Total Restructuring and other charges	$	15	$	68	$	(2)	$	(67)	$	14


(DOLLARS IN MILLIONS)	Balance at January 1, 2024		Additional Charges (Reversals), Net		Non-Cash Charges		Cash Payments		Balance at December 31, 2024
















N&B Merger Restructuring Liability


Other(2)	$	—	$	2	$	(2)	$	—	$	—
2023 Restructuring Program
Severance	14		4		—		(18)		—
IFF Productivity Program
Severance	—		3		—		—		3
Fixed asset write down	—		20		(20)		—		—
Total Restructuring and other charges	$	14	$	29	$	(22)	$	(18)	$	3

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

(2)Includes lease impairment charges and losses incurred from restructuring activities related to the Merger with N&B.

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Charges by Segment

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


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Nourish	$	26	$	37	$	8
Health & Biosciences	1		13		2
Scent	1		15		1
Pharma Solutions	1		3		1
Total Restructuring and other charges	$	29	$	68	$	12

NOTE 6. STOCK COMPENSATION PLANS

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

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


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Equity-based awards	$	77	$	65	$	49
Liability-based awards	2		2		2
Total stock-based compensation	79		67		51
Less: Tax benefit	(15)		(11)		(8)
Total stock-based compensation, net of tax	$	64	$	56	$	43

The shareholders of the Company approved the Company’s Amended and Restated 2021 Stock Award and Incentive Plan on May 1, 2024 (the “2021 A&R SAIP”). The shareholders of the Company approved the Company’s 2021 Stock Award and Incentive Plan (the “2021 Plan”) on May 5, 2021. The 2021 Plan replaced the Company’s 2015 Stock Award and Incentive Plan (the “2015 Plan”) and the Company’s 2010 Stock Award and Incentive Plan (the “2010 Plan”), and provides the source for future deferrals of cash into deferred stock under the Company’s Deferred Compensation Plan (with the Deferred Compensation Plan being deemed a subplan under the 2010 Plan for the sole purpose of funding deferrals under the IFF Share Fund).

Under the 2021 A&R SAIP, an additional 6,900,000 shares were authorized for issuance, bringing the total number shares authorized for issuance to 9,190,000. Under the 2021 Plan, a total of 2,290,000 shares were authorized for issuance. As of December 31, 2024, 2,286,169 shares were subject to outstanding awards and 6,993,732 shares remained available for future awards under all of the Company’s equity award plans (excluding shares not yet issued under open cycles of the Company’s Long-Term Incentive Plan).

The Company offers a Long-Term Incentive Plan (“LTIP”) for senior management. Beginning 2023, the targeted payout for all new cycles is 100% IFF common stock at the end of the three-year cycle. The 2022-2024 cycle had a targeted payout of 50% cash and 50% IFF common stock at the end of the three-year cycle.

For the 2022-2024 and 2023-2025 cycles, the LTIP awards are earned based on the achievement of: (i) 3-year cumulative Return on Invested Capital (“ROIC”) (representing one-half of the award value) and (ii) Relative Total Shareholder Return (“TSR”) targets (representing one-half of the award value).

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

For the 2024-2026 cycle, the LTIP awards are earned based on the achievement of: (i) the Company’s stock price appreciation based on the average of the highest 20 consecutive trading days over the 3-year cumulative period (“Stock Price

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Appreciation”) (representing 40% of the award value) (ii) Measurable savings related to organizational optimization programs & productivity programs (“Productivity Savings”) (representing 40% of the award value), and (iii) overall annual employee engagement survey results (“Employee Engagement”) (representing 20% of the award value). In addition, at the conclusion of the 3-year cycle, the final payout will be adjusted in accordance with a Performance Modifier based on the Company’s Relative TSR. If the Company’s Relative TSR for the 3-year cumulative period is at or above the 75th percentile or at or below the 25th percentile of the S&P 500 companies, the number of shares earned according to the performance metrics will be multiplied by 1.2x or 0.75x, respectively, for a maximum potential payout of 200% of target shares. If the Company’s relative TSR is between the 25th and 75th percentiles of the S&P 500 Companies, the Performance Modifier shall be determined on a straight-line interpolation basis.

For the 2024-2026 cycle, when the award is granted, the target dollar value of the award is converted to a number of “notional” shares based on the 20-day trailing average closing price at the beginning of the cycle. For those shares whose payout is based on a performance metric (Productivity Savings and Employee Engagement targets), compensation expense is recognized on a straight-line basis over the vesting period based on the probable outcome of the performance condition. For those shares whose payout is based on Stock Price Appreciation, compensation expense is recognized using a graded-vesting attribution method.

The 2020-2022 cycle concluded at the end of 2022 and no shares of common stock were issued in March 2023. The 2021-2023 cycle concluded at the end of 2023 and 5,333 shares of common stock were issued in March 2024. The 2022-2024 cycle concluded at the end of 2024 and approximately seven thousand shares of common stock will be issued in March 2025.

In 2006, the Board of Directors approved the Equity Choice Program (the “Program”) for senior management. This program continued under the 2021 Plan. Eligible employees were allowed to choose from among three equity alternatives and were granted such equity awards up to certain dollar awards depending on the participant’s employment grade level. A participant was able to choose among (1) Stock-Settled Appreciation Rights (“SSARs”), (2) Restricted Stock Units (“RSUs”) or (3) PRSUs. Beginning 2023, the Company no longer offers the choice from among three equity alternatives and all eligible employees are granted RSUs.

SSARs and Options

SSARs are a contractual right to receive the value, in shares of Company stock, of the appreciation in our stock price from the grant date to the date the SSARs are exercised by the participant. SSARs granted become exercisable on the third anniversary of the grant date and have a maximum term of seven years. SSARs do not require a financial investment by the SSARs grantee. Stock options require the participant to pay the exercise price at the time they exercise their stock options. No SSARs were granted in 2024 or 2023. No stock options were granted in 2024, 2023 or 2022.

SSARs and options activity was as follows:


(SHARE AMOUNTS IN THOUSANDS)	Shares Subject to SSARs/Options	Weighted Average Exercise Price		SSARs/ Options Exercisable
December 31, 2023	315	$	116.26	194
Granted	—	—
Exercised	(7)	80.00
Canceled	(20)	127.11

December 31, 2024	288	$	116.45	197

Expected to Vest at December 31, 2024	91	$	126.70

The weighted average exercise price of SSARs and options exercisable at December 31, 2024, 2023 and 2022 were $111.70, $109.59 and $109.50, respectively.

SSARs and options outstanding at December 31, 2024 was as follows:


Price Range	Number Outstanding (in thousands)	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions)


Over $65	288	3.69	$	116.45	$	—

SSARs and options exercisable as of December 31, 2024 was as follows:

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Price Range			Number Exercisable (in thousands)						Weighted Average Remaining Contractual Life (in years)						Weighted Average Exercise Price						Aggregate Intrinsic Value (in millions)
Over $65			197						3.39						$	111.70					$	—

The total intrinsic value of options/SSARs exercised during 2024 was less than $1 million, less than $1 million for 2023, and approximately $2 million for 2022.

As of December 31, 2024, the total unrecognized compensation cost related to non-vested SSARs granted was less than $1 million; such cost is expected to be recognized over a weighted average period of approximately 0.26 years.

Restricted Stock Units

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

RSU activity was as follows:


(SHARE AMOUNTS IN THOUSANDS)	Number of Shares	Weighted Average Grant Date Fair Value Per Share
December 31, 2023	1,367	$	101.50
Granted	1,026	79.95
Vested	(513)	106.97
Forfeited	(85)	90.93
Change due to performance conditions, net	(10)	125.82

December 31, 2024	1,785	$	87.75

The total fair value of RSUs that vested during the year ended December 31, 2024 was approximately $55 million.

As of December 31, 2024, there was approximately $79 million of total unrecognized compensation cost related to non-vested RSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 1.87 years.

Purchased Restricted Stock Units

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

The following table summarizes the Company’s PRSU activity for the years ended December 31, 2024, 2023 and 2022:


(DOLLARS IN MILLIONS)	Issued Shares	Aggregate Purchases		Covered Shares
2024	—	$	—	—
2023	—	$	—	—
2022	43,690	$	6	21,845

PRSU activity was as follows:

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(SHARE AMOUNTS IN THOUSANDS)	Number of Shares	Weighted Average Grant Date Fair Value Per Share




December 31, 2023	61	$	133.96
Granted	—	—
Vested	(25)	144.67
Forfeited	(3)	127.41
December 31, 2024	33	$	126.49

The total fair value of PRSUs that vested during the year ended December 31, 2024 was approximately $4 million.

As of December 31, 2024, there was less than $1 million of total unrecognized compensation cost related to non-vested PRSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 0.26 years.

Liability Awards

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

Cash RSU activity was as follows:


(SHARE AMOUNTS IN THOUSANDS)	Cash RSUs	Weighted Average Fair Value Per Share
December 31, 2023	91	$	80.97
Granted	12	84.55
Vested	(44)	84.71
Forfeited	(2)	83.06
December 31, 2024	57	$	84.55

The total fair value of Cash RSUs that vested during the year ended December 31, 2024 was approximately $4 million.

As of December 31, 2024, there was approximately $1 million of total unrecognized compensation cost related to non-vested Cash RSUs granted under the equity incentive plans; such cost is expected to be recognized over a weighted average period of approximately 1.45 years. The aggregate compensation cost will be adjusted based on changes in the Company’s stock price.

NOTE 7. SEGMENT INFORMATION

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

Nourish is comprised of Ingredients and Flavors, with a diversified portfolio across natural and plant-based specialty food ingredients and flavor compounds, respectively. Ingredients provides texturizing solutions to the food industry, food protection solutions used in food and beverage products, specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners, blends and systems that combine key ingredients tailored to IFF customers' specific needs, and inclusion products that help with taste and texture. Flavors provide a range of flavor compounds and natural taste solutions that are ultimately used by IFF’s customers in savory products, beverages, sweets and dairy products. Flavors also provide value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products.

Health & Biosciences is comprised of Health, Cultures & Food Enzymes, Home & Personal Care, Animal Nutrition and Grain Processing, with a biotechnology-driven portfolio of products that serve the health and wellness, food, consumer and industrial markets. Products within this portfolio range from enzymes, food cultures, probiotics and specialty ingredients for non-food applications. Health provides ingredients for dietary supplements, food and beverage, specialized nutrition and pharma. Cultures & Food Enzymes provide products that aim to serve the global demand for healthy, natural, clean label and

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fermented food for fresh dairy, cheese, bakery and brewing products. This is accomplished by providing IFF’s customers with products that allow for extended shelf life and stability, which help to improve customers’ products and performance. The enzyme solution also allows IFF’s customers to provide low sugar, high fiber and lactose-free dairy products. Home & Personal Care produces enzymes for detergents, cleaning and textile processing products in the laundry, dishwashing, textiles and industrials and personal care markets that help to enhance product and process performances. Animal Nutrition produces enzymes that help to improve the product and process performance of animal feed products, which aim to lessen environmental impact by reducing farm waste. Grain Processing produces enzymes for biofuel production and carbohydrate processing.

Scent is comprised of (1) Fragrance Compounds, which are ultimately used by IFF’s customers in two broad categories: Fine Fragrances, including perfumes and colognes, and Consumer Fragrances, including fragrance compounds for personal care (e.g., soaps), household products (e.g., detergents and cleaning agents) and beauty care, including toiletries; and (2) Fragrance Ingredients, consisting of synthetic and natural ingredients that can be combined with other materials to create unique fine fragrance and consumer fragrance compounds. Major fragrance customers include the cosmetics industry, including perfume and toiletries manufacturers, and the household products industry, including manufacturers of soaps, detergents, fabric care, household cleaners and air fresheners. We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

Pharma Solutions is comprised of a vast portfolio, including cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formats. Pharma Solutions excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products. 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.

The Company’s CODM evaluates the performance of these reportable segments based on its Adjusted Operating EBITDA, which is defined as Income (Loss) Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges and certain items that are not related to recurring operations.

The Company’s CODM uses Adjusted Operating EBITDA to evaluate segment performance in deciding whether to reinvest resources into the respective segment or into other parts of the entity. Budget versus actual results of Adjusted Operating EBITDA is used in assessing performance of the segment and in establishing certain compensation payouts. The Company’s CODM also uses Adjusted Operating EBITDA in competitive analysis by benchmarking to the Company’s competitors.

The Company’s CODM does not use assets by segment to evaluate segment performance or allocate resources and thus, total assets by segment are not disclosed.

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The following tables show the Company’s reportable segment information for the years ended December 31, 2024, 2023 and 2022:


	December 31, 2024
	Nourish		H&B		Scent		Pharma		Total
Net sales	$	5,871	$	2,212	$	2,440	$	961	$	11,484
Cost of sales	(4,147)		(1,182)		(1,359)		(654)

Research & development expenses	(220)		(188)		(218)		(24)
Selling & administrative expenses	(878)		(302)		(412)		(99)
Depreciation expense add-back (a)	198		114		67		25
Adjusted Operating EBITDA	$	824	$	654	$	518	$	209	$	2,205


Reconciliation of Adjusted Operating EBITDA:
Nourish	$	824
Health & Biosciences	654
Scent	518
Pharma Solutions	209
Total	$	2,205
Depreciation & Amortization	(1,015)
Interest Expense	(305)
Other (Expense) Income, net (b)	(182)
Restructuring and Other Charges (c)	(29)
Impairment of Goodwill (d)	(64)

Gains (Losses) on Business Disposals (f)	346
Loss on Assets Classified as Held for Sale (g)	(347)
Acquisition, Divestiture and Integration Costs (h)	(228)
Strategic Initiatives Costs (i)	(33)
Regulatory Costs (j)	(73)
Other (k)	3










Income (Loss) Before Taxes	$	278

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	December 31, 2023
	Nourish		H&B		Scent		Pharma		Total
Net sales	$	6,060	$	2,081	$	2,393	$	945	$	11,479
Cost of sales	(4,517)		(1,170)		(1,400)		(698)

Research & development expenses	(216)		(170)		(202)		(24)
Selling & administrative expenses	(822)		(266)		(390)		(86)
Depreciation expense add-back (a)	227		113		60		62
Adjusted Operating EBITDA	$	732	$	588	$	461	$	199	$	1,980


Reconciliation of Adjusted Operating EBITDA:
Nourish	$	732
Health & Biosciences	588
Scent	461
Pharma Solutions	199
Total	$	1,980
Depreciation & Amortization	(1,142)
Interest Expense	(380)
Other (Expense) Income, net (b)	(5)
Restructuring and Other Charges (c)	(68)
Impairment of Goodwill (d)	(2,623)

Gains (Losses) on Business Disposals (f)	(23)
Acquisition, Divestiture and Integration Costs (h)	(174)
Strategic Initiatives Costs (i)	(31)
Regulatory Costs (j)	(50)
Other (k)	(2)

Income (Loss) Before Taxes	$	(2,518)

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	December 31, 2022
	Nourish		H&B		Scent		Pharma		Total
Net sales	$	6,829	$	2,339	$	2,301	$	971	$	12,440
Cost of sales	(4,827)		(1,361)		(1,390)		(701)

Research & development expenses	(211)		(166)		(189)		(23)
Selling & administrative expenses	(853)		(282)		(353)		(81)
Depreciation expense add-back (a)	238		104		54		56
Adjusted Operating EBITDA	$	1,176	$	634	$	423	$	222	$	2,455


Reconciliation of Adjusted Operating EBITDA:
Nourish	$	1,176
Health & Biosciences	634
Scent	423
Pharma Solutions	222
Total	$	2,455
Depreciation & Amortization	(1,179)
Interest Expense	(336)
Other (Expense) Income, net (b)	26
Restructuring and Other Charges (c)	(12)
Impairment of Goodwill (d)	(2,250)
Impairment of Long-Lived Assets (e)	(120)
Gains (Losses) on Business Disposals (f)	11
Acquisition, Divestiture and Integration Costs (h)	(201)
Strategic Initiatives Costs (i)	(8)

Other (k)	(11)

Income (Loss) Before Taxes	$	(1,625)


a			There is depreciation recorded within Cost of sales and Research, selling & administrative expenses, so there is an add-back of depreciation to calculate segment Adjusted Operating EBITDA. This reflects how the CODM reviews Segment results.
b			For 2024, the amount includes a settlement loss of $130 million that was recognized upon termination of the International Flavors & Fragrances Inc. Pension Plan. See Note 8 for additional information on the settlement loss and Note 9 for additional information on Other (Expense) Income.
c			For 2024, represents costs primarily related to the IFF Productivity Program. For 2023 and 2022, represents costs primarily related to severance as part of the Company’s restructuring efforts.
d			For 2024, represents costs related to the impairment of goodwill related to the Pharma Solutions disposal group. For 2023, represents costs related to the impairment of goodwill in the Nourish reporting unit. For 2022, represents costs related to the impairment of goodwill in the Health & Biosciences reporting unit.
e			For 2022, represents costs related to the impairment of intangible and fixed assets of an asset group that operated primarily in Russia.
f			For 2024, primarily represents gains recognized as part of the sale of the Cosmetic Ingredients business and losses recognized as part of the sale of the F&E UK business. For 2023, primarily represents losses recognized as part of the sale of the Flavors Specialty Ingredients business, the sale of a portion of the Savory Solutions business, and liquidation of a business in Russia for the sale of the portion of the Savory Solutions business. For 2022, represents gains recognized as part of the sale of the Microbial Control business.
g			For 2024, represents the losses recognized on assets classified as held for sale of the Pharma Solutions disposal group and portion of the Savory Solutions business in Turkey.
h			For 2024, 2023 and 2022, primarily represents costs related to the Company's actual and planned acquisitions and divestitures and integration activities primarily for N&B. These costs primarily consisted of external consulting fees, professional and legal fees and salaries of individuals who are fully dedicated to such efforts. For 2024, business divestiture and integration costs were approximately $223 million and $5 million, respectively. For 2023, business divestiture, integration and acquisition related costs were approximately $108 million, $59 million and $7 million, respectively. For 2022, business divestiture, integration and acquisition related costs were approximately $110 million, $94 million and credit of $(3) million, respectively.

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i			Represents costs related to the Company’s strategic assessment and business portfolio optimization efforts and reorganizing the Global Shared Services Centers, primarily consulting fees, and strategic initiatives related to the Company’s business unit re-organization efforts.
j			Represents costs primarily related to legal fees incurred for the ongoing investigations of the fragrance businesses.

k			For 2024, represents costs related to the Company’s entity realignment project to optimize the structure of holding companies, primarily consulting fees, and gains from sale of assets. For 2023, represents gains from sale of assets, costs related to severance, including accelerated stock compensation expense, for a certain executive who separated from the Company in 2024. For 2022, represents gains from sale of assets, costs related to severance, including accelerated stock compensation expense, for certain employees and executives who have been separated from the Company in 2022.

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

The Company had no customers that accounted for greater than 10% of consolidated net sales in 2024, 2023 and 2022.

Long-lived assets, net, by geographic area, consisted as follows:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
United States	$	1,326	$	1,742
Foreign Countries	2,413		2,498
Consolidated	$	3,739	$	4,240

Segment capital expenditures consisted as follows:


	Capital Expenditures
(DOLLARS IN MILLIONS)	2024		2023		2022
Nourish	$	235	$	252	$	215
Health & Biosciences	73		85		160
Scent	70		62		56
Pharma Solutions	85		104		73
Consolidated	$	463	$	503	$	504

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


	Net Sales by Geographic Area
(DOLLARS IN MILLIONS)	2024		2023		2022
Europe, Africa and Middle East	$	3,840	$	3,834	$	4,219
Greater Asia	2,731		2,677		2,876
North America	3,440		3,477		3,853
Latin America	1,473		1,491		1,492
Consolidated	$	11,484	$	11,479	$	12,440


	Net Sales by Geographic Area
(DOLLARS IN MILLIONS)	2024		2023		2022
Net sales related to the U.S.	$	3,219	$	3,185	$	3,611
Net sales attributed to all foreign countries	8,265		8,294		8,829

No country other than the U.S. had net sales greater than 10% of total consolidated net sales for 2024, 2023 and 2022.

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NOTE 8. EMPLOYEE BENEFITS

The Company has pension and/or other retirement benefit plans covering approximately 20% of active employees. In 2007, the Company amended its U.S. qualified and non-qualified pension plans under which accrual of future benefits was suspended for all participants that did not meet the rule of 70 (age plus years of service equal to at least 70 as of December 31, 2007). Pension benefits are generally based on years of service and compensation during the final years of employment. Plan assets consist primarily of equity securities and corporate and government fixed income securities. Substantially all pension benefit costs are funded as accrued; such funding is limited, where applicable, to amounts deductible for income tax purposes. Certain other retirement benefits are provided by general corporate assets.

The Company sponsors a qualified defined contribution plan covering substantially all U.S. employees. Under this plan, effective January 1, 2023, the Company matches 100% of the first 6% of participants’ contributions.

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

The Company offers a non-qualified Deferred Compensation Plan (“DCP”) for certain key employees and non-employee directors. Eligible employees and non-employee directors may elect to defer receipt of salary, incentive payments and Board of Directors’ fees into participant-directed investments which are generally invested by the Company in individual variable life insurance contracts it owns that are designed to informally fund savings plans of this nature. The cash surrender value of life insurance is based on the net asset values of the underlying funds available to plan participants. At December 31, 2024 and December 31, 2023, the Consolidated Balance Sheets reflect liabilities of approximately $57 million and $52 million, respectively, related to the DCP in Other liabilities and approximately $15 million and $17 million, respectively, included in Capital in excess of par value related to the portion of the DCP that will be paid out in IFF shares.

The total cash surrender value of life insurance contracts the Company owns in relation to the DCP and post-retirement life insurance benefits amounted to $52 million and $49 million at December 31, 2024 and 2023, respectively, and are recorded in Other assets in the Consolidated Balance Sheets.

International Flavors & Fragrances Inc. Pension Plan Termination

On August 18, 2023, the Human Capital and Compensation Committee approved the termination of the International Flavors & Fragrances Inc. Pension Plan (the “Plan”). The Plan was formally terminated on April 1, 2024. The settlements of the terminated plan occurred during November 2024, in which lump sum settlements in the amount of approximately $73 million were paid to eligible plan participants who elected such payments, and the purchase of annuity contracts in the amount of approximately $366 million were made to the remaining participants.

Upon settlement of the terminated plan, a settlement loss of $130 million was recognized and is presented in Other expense (income), net on the Consolidated Statements of Income (Loss) and Comprehensive Loss for the twelve months ended December 31, 2024. The settlement loss primarily relates to the recognition of actuarial losses upon termination of the Plan. There was $46 million of tax benefits recognized upon termination of the Plan. Upon completion of the Plan termination and settlement processes, the Company had a remaining pension surplus balance of $36 million which will remain in the trust until the first quarter of 2025. The surplus is primarily invested in short-term U.S. government securities and is presented in Other assets on the Consolidated Balance Sheets at December 31, 2024.

Defined Benefit Pension Plans

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

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	U.S. Plans						Non-U.S. Plans
(DOLLARS IN MILLIONS)	2024		2023		2022		2024		2023		2022
Components of net periodic benefit cost
Service cost for benefits earned(1)	$	—	$	—	$	1	$	23	$	21	$	34
Interest cost on projected benefit obligation(2)	23		25		15		36		36		17
Expected return on plan assets(2)	(23)		(31)		(21)		(50)		(47)		(42)
Net amortization of deferrals(2)	4		2		8		7		(1)		11
Settlements and curtailments(2)	130		—		—		(1)		(8)		—
Net periodic benefit (income) cost	134		(4)		3		15		1		20
Defined contribution and other retirement plans	31		30		33		46		51		29
Total expense	$	165	$	26	$	36	$	61	$	52	$	49
Changes in plan assets and benefit obligations recognized in OCI
Net actuarial loss (gain)	$	(2)	$	27			$	(59)	$	70
Recognized actuarial (loss) gain	(135)		(1)				(6)		9

Recognized prior service credit	—		—				—		1
Currency translation adjustment	—		—				—		9
Total loss (gain) recognized in OCI (before tax effects)	$	(137)	$	26			$	(65)	$	89

(1)Included as a component of Operating profit (loss).

(2)Included as a component of Other expense (income), net.


	Postretirement Benefits
(DOLLARS IN MILLIONS)	2024		2023		2022
Components of net periodic benefit cost
Service cost for benefits earned	$	—	$	—	$	1
Interest cost on projected benefit obligation	3		3		1
Net amortization and deferrals	(2)		(6)		(5)
Total cost (income)	$	1	$	(3)	$	(3)
Changes in plan assets and benefit obligations recognized in OCI
Net actuarial loss	$	4	$	3
Recognized actuarial loss	(1)		—

Recognized prior service credit	2		5
Total recognized in OCI (before tax effects)	$	5	$	8

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


	U.S. Plans									Non-U.S. Plans
2024			2023			2022			2024			2023			2022
Discount rate	4.47	%		5.42	%		2.86	%		3.60	%		3.98	%		1.43	%
Expected return on plan assets	4.93	%		6.00	%		3.80	%		4.95	%		4.92	%		3.52	%
Rate of compensation increase	3.75	%		3.75	%		3.25	%		3.06	%		3.01	%		2.72	%

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


	U.S. Plans				Non-U.S. Plans				Postretirement Benefits
(DOLLARS IN MILLIONS)	2024		2023		2024		2023		2024		2023
Benefit obligation at beginning of year	$	524	$	500	$	1,056	$	930	$	52	$	50
Service cost for benefits earned	—		—		23		21		—		—
Interest cost on projected benefit obligation	23		25		36		36		3		3
Actuarial (gain) loss	(14)		38		(75)		77		4		3

Adjustments for expense/tax contained in service cost	—		—		(3)		(2)		—		—
Plan participants’ contributions	—		—		4		4		—		—
Benefits paid	(40)		(39)		(35)		(33)		(4)		(3)
Curtailments/settlements	(439)		(1)		(13)		(21)		—		—

Translation adjustments	—		—		(51)		45		—		—

Transferred to Liabilities held for sale	—		—		(89)		—		—		—
Other	1		1		(1)		(1)		1		(1)
Benefit obligation at end of year	$	55	$	524	$	852	$	1,056	$	56	$	52

Fair value of plan assets at beginning of year	$	505	$	498	$	1,000	$	920
Actual return on plan assets	13		41		30		50
Employer contributions	6		5		23		31
Plan participants’ contributions	—		—		4		4
Benefits paid	(40)		(39)		(35)		(33)
Settlements	(439)		—		(13)		(21)
Translation adjustments	—		—		(51)		44

Transferred to Assets held for sale	—		—		(39)		—
Other(1)	(36)		—		1		5
Fair value of plan assets at end of year	$	9	$	505	$	920	$	1,000
Funded status at end of year	$	(46)	$	(19)	$	68	$	(56)

(1)2024 amount represents remaining pension surplus balance as a result of the Plan termination, that is presented in Other assets on the Consolidated Balance Sheets at December 31, 2024.

The Company maintains defined benefit pension plans for certain employees in the United Kingdom (U.K.). In July 2024, the U.K. Court of Appeal upheld a ruling in the matter of Virgin Media Limited v NTL Pension Trustees II Limited, a decision that the Company was not a party to or involved in, that certain historical amendments for contracted out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation. The Company and its pension scheme trustees in the U.K. are reviewing this development and monitoring whether this decision has any implications for its U.K. defined benefit schemes.

The plan assets and benefit obligations of the defined benefit pension plans recognized in the balance sheet are detailed in the following table:


	U.S. Plans				Non-U.S. Plans
(DOLLARS IN MILLIONS)	2024		2023		2024		2023
Other assets	$	1	$	30	$	143	$	109
Other current liabilities	(5)		(5)		(3)		(4)
Retirement liabilities	(42)		(44)		(72)		(161)
Net amount recognized	$	(46)	$	(19)	$	68	$	(56)

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

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	U.S. Plans				Non-U.S. Plans				Postretirement Benefits
(DOLLARS IN MILLIONS)	2024		2023		2024		2023		2024		2023
Net actuarial (gain) loss	$	18	$	155	$	134	$	198	$	4	$	—
Prior service cost (credit)	—		—		(1)		(2)		(2)		(4)
Total AOCI (before tax effects)	$	18	$	155	$	133	$	196	$	2	$	(4)


	U.S. Plans						Non-U.S. Plans
(DOLLARS IN MILLIONS)	2024			2023			2024			2023
Accumulated Benefit Obligation — end of year	$	54		$	520		$	800		$	988
Information for Pension Plans with an Accumulated Benefit Obligation (“ABO”) in excess of Plan Assets:
Accumulated benefit obligation	$	45		$	47		$	83		$	165
Fair value of plan assets	—			—			32			36
Information for Pension Plans with a Projected Benefit Obligation (“PBO”) in excess of Plan Assets:
Projected benefit obligation	$	45		$	47		$	99		$	185
Fair value of plan assets	—			—			35			41
Weighted-average assumptions used to determine obligations at December 31
Discount rate	5.52		%	4.47		%	4.06		%	3.59		%
Rate of compensation increase	N/A			3.75		%	3.18		%	2.83		%


(DOLLARS IN MILLIONS)	U.S. Plans		Non-U.S. Plans		Postretirement Benefits
Estimated Future Benefit Payments
2025	$	6	$	34	$	4
2026	6		34		4
2027	6		35		4
2028	5		39		4
2029	5		38		4
2030 - 2034	22		215		20
Contributions
Required Company Contributions in the Following Year (2025)	$	5	$	16	$	—

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

The Company considers a variety of factors in determining and selecting its assumptions for the discount rate at December 31. For the Non-U.S. Plans, the discount rates were determined by region and are based on high quality long-term corporate bonds. Consideration has been given to the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate. The rate of compensation increase for all plans are based on plan experience.

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

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	U.S. Plans				Non-U.S. Plans
	2024		2023		2024		2023
Cash and cash equivalents	—	%	1	%	1	%	3	%
Equities	19	%	13	%	17	%	16	%
Fixed income	81	%	86	%	41	%	42	%
Property	—	%	—	%	8	%	8	%
Alternative and other investments	—	%	—	%	33	%	31	%

The expected annual rate of return for the non-U.S. plans employs a similar set of criteria adapted for local investments, inflation rates and in certain cases specific government requirements. Each plan has its own target asset allocation, which is reviewed periodically and rebalanced when necessary.

The following tables present the Company’s plan assets for the U.S. and non-U.S. plans using the fair value hierarchy as of December 31, 2024 and 2023. The plans’ assets were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. For more information on a description of the fair value hierarchy, see Note 16.


	U.S. Plans for the Year Ended
	December 31, 2024
(DOLLARS IN MILLIONS)	Level 1		Level 2		Level 3		Total










Assets measured at net asset value(1)							9
Total	$	—	$	—	$	—	$	9


	U.S. Plans for the Year Ended
	December 31, 2023
(DOLLARS IN MILLIONS)	Level 1		Level 2		Level 3		Total
Cash Equivalents	$	—	$	6	$	—	$	6




Fixed Income Securities
Government & Government Agency Bonds	—		5		—		5
Corporate Bonds	—		82		—		82
Municipal Bonds	—		5		—		5

Assets measured at net asset value(1)							406
Total	$	—	$	98	$	—	$	504
Receivables							$	1
Total							$	505

(1)Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets. The total amount measured at net asset value includes approximately $2 million in pooled equity funds and $7 million in fixed income mutual funds for the year ended December 31, 2024, and approximately $65 million in pooled equity funds and $341 million in fixed income mutual funds for the year ended December 31, 2023.

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	Non-U.S. Plans for the Year Ended
	December 31, 2024
(DOLLARS IN MILLIONS)	Level 1		Level 2		Level 3		Total
Cash	$	11	$	—	$	—	$	11
Equity Securities
U.S. Large Cap	101		—		—		101
U.S. Mid Cap	8		—		—		8

Non-U.S. Large Cap	43		—		—		43
Non-U.S. Mid Cap	3		—		—		3
Non-U.S. Small Cap	1		—		—		1
Emerging Markets	9		—		—		9
Fixed Income Securities

U.S. Corporate Bonds	42		—		—		42
Non-U.S. Treasuries/Government Bonds	165		—		—		165
Non-U.S. Corporate Bonds	50		66		—		116

Non-U.S. Asset-Backed Securities	—		60		—		60
Non-U.S. Other Fixed Income	—		10		—		10
Alternative Types of Investments
Insurance Contracts	—		—		270		270


Absolute Return Funds	1		—		—		1


Property
Non-U.S. Property	7		—		73		80
Total	$	441	$	136	$	343	$	920

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	Non-U.S. Plans for the Year Ended
	December 31, 2023
(DOLLARS IN MILLIONS)	Level 1		Level 2		Level 3		Total
Cash	$	27	$	—	$	—	$	27
Equity Securities
U.S. Large Cap	90		—		—		90
U.S. Mid Cap	8		—		—		8
U.S. Small Cap	1		—		—		1
Non-U.S. Large Cap	50		—		—		50
Non-U.S. Mid Cap	5		—		—		5
Non-U.S. Small Cap	1		—		—		1
Emerging Markets	8		—		—		8
Fixed Income Securities

U.S. Corporate Bonds	29		—		—		29
Non-U.S. Treasuries/Government Bonds	194		—		—		194
Non-U.S. Corporate Bonds	50		88		—		138

Non-U.S. Asset-Backed Securities	—		56		—		56
Non-U.S. Other Fixed Income	2		—		—		2
Alternative Types of Investments
Insurance Contracts	—		247		—		247

Derivative Financial Instruments	—		28		—		28
Absolute Return Funds	3		2		—		5
Private Equity Funds	—		27		—		27

Property
Non-U.S. Property	7		—		77		84
Total	$	475	$	448	$	77	$	1,000

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

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

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

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

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

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

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

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The following table presents a reconciliation of Level 3 non-U.S. plan assets held during the year ended December 31, 2024:


	Non-U.S. Plans
(DOLLARS IN MILLIONS)	Property		Insurance Contracts		Total
Ending balance as of December 31, 2023	$	77	$	—	$	77
Actual return on plan assets	(4)		—		(4)

Transfers in/out of Level 3(1)	—		270		270
Ending balance as of December 31, 2024	$	73	$	270	$	343

(1)Assets were classified as Level 3 investments beginning in 2024.

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


	Expense				Liability
	2024		2023			2024		2023
Discount rate	5.10	%	5.40	%		5.70	%	5.10	%
Current medical cost trend rate	7.25	%	6.50	%		7.00	%	7.25	%
Ultimate medical cost trend rate	4.75	%	4.75	%		4.75	%	4.75	%
Medical cost trend rate decreases to ultimate rate in year	2034		2030			2034		2034

The Company contributed $23 million to its non-U.S. pension plans in 2024. $6 million of contributions were made to the Company’s non-qualified U.S. pension plans in 2024. In addition, $4 million of payments were made with respect to the Company’s other postretirement plans.

NOTE 9. OTHER (EXPENSE) INCOME, NET

Other (expense) income, net consisted of the following:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Foreign exchange losses	$	(91)	$	(77)	$	(12)
Interest income	15		5		15

Gain on China facility relocation	—		22		—
Pension-related (expense) benefit(1)	(125)		28		19
Other	19		17		4
Other (expense) income, net	$	(182)	$	(5)	$	26

(1)2024 amount includes a settlement loss of $130 million that was recognized upon termination of the International Flavors & Fragrances Inc. Pension Plan. Refer to Note 8 for further information.

NOTE 10. INCOME TAXES

Earnings before income taxes consisted of the following:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
U.S. income (loss) before taxes	$	(810)	$	(1,777)	$	(1,918)
Foreign income (loss) before taxes	1,088		(741)		293
Total income (loss) before taxes	$	278	$	(2,518)	$	(1,625)

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The income tax provision consisted of the following:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Current tax provision
Federal	$	(57)	$	55	$	102
State and local	8		—		49
Foreign	384		359		325
Total current tax provision	335		414		476
Deferred tax provision
Federal	(203)		(113)		(77)
State and local	(24)		32		(111)
Foreign	(77)		(288)		(49)
Total deferred tax benefit	(304)		(369)		(237)
Total provision for income taxes	$	31	$	45	$	239

Effective Tax Rate Reconciliation

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


	December 31,
	2024		2023		2022
Statutory tax rate	21.0	%	21.0	%	21.0	%
Tax effect of non-deductible goodwill impairment	—		(20.4)		(29.1)
Difference in effective tax rate on foreign earnings and remittances	26.6		(0.2)		—
Tax benefit from supply chain optimization	(4.0)		0.5		0.8
Unrecognized tax benefit, net of reversals	5.3		(0.8)		0.9

Tax impact on business divestitures	(19.1)		(3.7)		(5.9)
Deferred taxes on deemed repatriation(1)	0.2		0.5		(5.6)
Global intangible low-taxed income	9.8		(0.4)		(0.8)
Foreign-derived intangible income	—		—		1.1
U.S. foreign tax credit - general limitation	(7.9)		0.2		0.1
Research and development credit	(6.6)		0.5		0.8


State and local taxes including rate changes(2)	(4.8)		(1.7)		4.3
Tax impact on internal asset transfer	(8.6)		5.3		—
Other, net	(0.7)		(2.6)		(2.3)
Effective tax rate	11.2	%	(1.8)	%	(14.7)	%

(1)For 2022, 2023 and 2024, the rate includes the establishment of the held for sale deferred tax liabilities due to a change in assertion.

(2)For 2022, 2023 and 2024, the rate includes rate change impacts related to the remeasurement of the state tax rate on deferred taxes.

The effective tax rate reflects the recording of the tax effects of the divestiture of the Cosmetic Ingredients business.

The Company has elected to treat global intangible low-taxed income (“GILTI”) as a current period cost if and when incurred. This tax position resulted in a net income tax expense of approximately $184 million for the year ended December 31, 2024, offset in part by foreign tax credits of approximately $146 million.

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Deferred Taxes

The deferred tax assets and liabilities, shown before jurisdictional netting, consisted of the following amounts:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Employee and retiree benefits	$	90	$	118
Credit and net operating loss carryforwards	288		332

Amortizable research and development expenses	154		125

Interest limitation	226		127
Inventory	29		35
Lease obligations	146		170
Other, net	99		114
Gross deferred tax assets	1,032		1,021

Property, plant and equipment, net	(203)		(239)

Intangible assets(1)	(1,516)		(1,792)
Right-of-use assets	(135)		(170)

Deferred taxes on deemed repatriation	(154)		(155)
Gross deferred tax liabilities	(2,008)		(2,356)
Valuation allowance	(376)		(324)
Total net deferred tax liabilities	$	(1,352)	$	(1,659)

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

Net operating loss carryforwards were approximately $267 million and $311 million as of December 31, 2024 and 2023, respectively. If unused, approximately $55 million will expire between 2025 and 2044. The remainder, totaling approximately $212 million, may be carried forward indefinitely. Tax credit carryforwards were approximately $21 million and $21 million as of December 31, 2024 and 2023, respectively. If unused, the $21 million will expire between 2025 and 2044.

Of the deferred tax assets at December 31, 2024, the Company considers it unlikely that a portion of the tax benefit will be realized. Accordingly, a valuation allowance of approximately $376 million has been established against these deferred tax assets.

Uncertain Tax Positions

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


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Balance of unrecognized tax benefits at beginning of year	$	123	$	112	$	130
Gross amount of increases in unrecognized tax benefits as a result of positions taken during a prior year	44		1		1
Gross amount of decreases in unrecognized tax benefits as a result of positions taken during a prior year	(11)		—		(18)
Gross amount of increases in unrecognized tax benefits as a result of positions taken during the current year	15		19		31
The amounts of decreases in unrecognized benefits relating to settlements with taxing authorities	(5)		(3)		(27)
Reduction in unrecognized tax benefits due to the lapse of applicable statute of limitation	(8)		(6)		(5)
Balance of unrecognized tax benefits at end of year	$	158	$	123	$	112

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As of December 31, 2024, 2023 and 2022, there were approximately $158 million, $123 million and $98 million, respectively, of unrecognized tax benefits recorded to Other liabilities. There were no amounts recorded to Other current liabilities for 2024. There were no amounts recorded to Other current liabilities for 2023 and approximately $14 million recorded in 2022. If these unrecognized tax benefits were recognized, all the benefits and related interest and penalties would be recorded as a benefit to income tax expense.

The Company increased its liabilities for interest and penalties by approximately $11 million, net, for the year ended December 31, 2024. The Company increased its liabilities for interest and penalties by approximately $12 million, net, and decreased its liabilities for interest and penalties by approximately $1 million, net, for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2024, 2023 and 2022, the Company had accrued approximately $58 million, $47 million and $31 million, respectively, of interest and penalties classified as Other liabilities. As of December 31, 2024 and 2023, the Company had no accruals of interest and penalties classified as Other current liabilities. In 2022, the Company had accrued approximately $4 million of interest and penalties classified as Other current liabilities.

As of December 31, 2024, the Company’s aggregate provision for unrecognized tax benefits, including interest and penalties, was approximately $216 million associated with various tax positions principally asserted in foreign jurisdictions.

As of December 31, 2024, all the unrecognized tax benefits, if recognized, would affect the effective tax rate. The total changes to uncertain tax positions over the next 12 months is impracticable to estimate and is dependent on the resolution of new or existing tax disputes.

Other

Tax benefits credited to Shareholders’ equity were not material for the years ended December 31, 2024, 2023 and 2022 associated with stock option exercises and PRSU dividends.

The Company regularly repatriates earnings from non-U.S. subsidiaries. As the Company repatriates these funds to the U.S., there will be required income taxes payable in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of December 31, 2024, the Company had a deferred tax liability of approximately $154 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where the Company intends to indefinitely reinvest the earnings to fund local operations and/or capital projects.

The Company has ongoing income tax audits and legal proceedings which are at various stages of administrative or judicial review. In addition, the Company has other ongoing tax audits and legal proceedings that relate to indirect taxes, such as value-added taxes, capital tax, sales and use and property taxes, which are discussed in Note 21.

The Company also has several other tax audits in process and has open tax years with various taxing jurisdictions that range primarily from 2011 to 2023.

NOTE 11. PROPERTY, PLANT AND EQUIPMENT, NET

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


(DOLLARS IN MILLIONS)	December 31,
2024			2023
Land	$	136		$	195
Buildings and improvements	1,688			1,822
Machinery and equipment	3,447			3,752
Information technology	507			473
Construction in process	389			400
Total Property, plant and equipment	6,167			6,642
Accumulated depreciation	(2,428)			(2,402)
Total Property, plant and equipment, net	$	3,739		$	4,240

Depreciation

Depreciation expense was $405 million, $462 million and $452 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Capitalized Interest

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Interest incurred during the construction period of certain property, plant and equipment is capitalized until the underlying assets are placed in service, at which time straight-line amortization of the capitalized interest begins over the estimated useful lives of the related assets. Capitalized interest was approximately $14 million, $17 million and $13 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Impairment of Property, Plant and Equipment

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

NOTE 12. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

Movements in goodwill attributable to each reportable segment during the years ended December 31, 2023 and 2024 were as follows:


(DOLLARS IN MILLIONS)	Nourish		Health & Biosciences		Scent		Pharma Solutions		Total
Balance at December 31, 2022	$	6,054	$	4,335	$	1,745	$	1,239	$	13,373

Impairment	(2,623)		—		—		—		(2,623)

Transferred to assets held for sale(1)	—		—		(267)		—		(267)
Reduction from business divestitures	(14)		—		—		—		(14)
Foreign Exchange	72		56		12		26		166



Balance at December 31, 2023	3,489		4,391		1,490		1,265		10,635



Transferred to assets held for sale(2)	(55)		—		—		(1,248)		(1,303)
Reduction from business divestiture(3)	(10)		—		—		—		(10)
Foreign exchange	(104)		(96)		(25)		(17)		(242)


Balance at December 31, 2024	$	3,320	$	4,295	$	1,465	$	—	$	9,080

(1)Related to the Cosmetic Ingredients business that was classified as held for sale as of December 31, 2023. See Note 4 for additional information.

(2)Related to the Pharma Solutions disposal group and the Nitrocellulose business. The Company recognized $64 million of impairment related to the Pharma Solutions disposal group classified as held for sale as of December 31, 2024. See Note 4 for additional information.

(3)Relates to the divestiture of the Flavors & Essences UK business. See Note 4 for additional information.

The goodwill balance at December 31, 2024 and December 31, 2023 included $2.623 billion and $2.250 billion of accumulated impairment related to the Nourish reportable segment and Health & Biosciences reportable segment, respectively. The accumulated impairment relates to impairment charges recorded in 2023 and 2022.

Goodwill Impairment Test

For the annual impairment test as of November 30, 2024, the Company performed quantitative impairment tests by comparing the fair value of the reporting units with their carrying amounts.

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

In performing the quantitative impairment test, the Company determined that the fair value of the reporting units exceeded their carrying values and determined that there was no further impairment of goodwill in these reporting units as of November 30, 2024. Based on the quantitative impairment test performed, the Nourish, Health & Biosciences, Fragrance Compounds and Fragrance Ingredients reporting units had excess fair value over carrying value of approximately 22%, 18%, 169% and 37%, respectively.

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While management believes that the assumptions used in the impairment test were reasonable, changes in key assumptions, including lower revenue growth, operating margin, terminal growth rates or increase in discount rates could result in a future impairment. Such impairment could have a material effect on our Consolidated Statements of Operations and Balance Sheets.

During 2023, the Company determined that goodwill impairment triggering events occurred for its Nourish reporting unit. 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 in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023. The primary drivers of the impairment charge were a decrease in fair value due to declines in projections of the reporting unit, impacts of continued inflation and increases in interest rates.

During 2022, the Company determined that goodwill impairment triggering events occurred for its Nourish, Health & Biosciences and Pharma Solutions reporting units. The primary indicators that were deemed to be triggering events were declines in the Company’s projections across various reporting units and ongoing adverse macroeconomic impacts such as inflation, increases in interest rates and unfavorable effects from exchange rates.

Based on the quantitative impairment test, using the income approach, the Company determined that the carrying value of the Health & Biosciences reporting unit exceeded its fair value and recorded a goodwill impairment charge of $2.250 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2022.

Effective January 1, 2025, our Nourish segment has been restructured into two newly designated operating segments: Taste and Food Ingredients. This change in management reporting necessitates the reallocation of goodwill between the two reporting units and the performance of a goodwill impairment test both prior to and subsequent to the change. While we have not yet completed our goodwill and long-lived assets impairment assessments required by this internal reporting structure, we anticipate incurring a material impairment charge in the first quarter of fiscal 2025, estimated to be in the range of $1.0 billion to $1.5 billion.

Other Intangible Assets

Other intangible assets, net consisted of the following amounts:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Asset Type
Customer relationships	$	7,004	$	8,211
Technological know-how	1,937		2,355
Trade names & patents	268		337
Other	25		44
Total carrying value	9,234		10,947
Accumulated Amortization
Customer relationships	(1,765)		(1,619)
Technological know-how	(875)		(813)
Trade names & patents	(128)		(117)
Other	(21)		(41)
Total accumulated amortization	(2,789)		(2,590)
Other intangible assets, net	$	6,445	$	8,357

Amortization

Amortization expense was $610 million for the year ended December 31, 2024, $680 million for the year ended December 31, 2023 and $727 million for the year ended December 31, 2022. Amortization expense for the next five years, based on valuations and determinations of useful lives, is expected to be as follows:


	December 31,
(DOLLARS IN MILLIONS)	2025		2026		2027		2028		2029
Estimated future intangible amortization expense	$	567	$	564	$	479	$	467	$	432

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Impairment of Intangible Assets

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

NOTE 13. OTHER CURRENT ASSETS AND LIABILITIES, AND OTHER ASSETS

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


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Value-added tax receivable	$	152	$	187
Prepaid income taxes	193		178
Packaging materials and supplies	123		161
Prepaid expenses	203		184
Other	66		165
Total	$	737	$	875

Other assets consisted of the following amounts:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Finance lease right-of-use assets	$	27	$	26
Deferred income taxes	240		278
Overfunded pension plans	144		139
Cash surrender value of life insurance contracts	52		49
Equity method investments	10		11
Long-term receivables(1)	171		113
Other(2)	193		148
Total	$	837	$	764

(1)Primarily relates to receivables from certain government authorities which have corresponding payables to DuPont in relation to the N&B Merger in 2021.

(2)Includes deposits and land usage rights in China.

Other current liabilities consisted of the following amounts:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Rebates and incentives payable	$	111	$	105
Value-added tax payable	58		77
Interest payable	42		65
Current pension and other postretirement benefit obligation	12		13

Earnouts payable(1)	—		32
Accrued restructuring	3		14
Current operating lease obligation	82		85



Accrued income taxes	131		194
Accrued expenses payable(1)	203		295
Other	141		97
Total	$	783	$	977

(1)During the year ended December 31, 2024, the Company paid $36 million to the Seller as part of the acquisition of Health Wright Products, Inc., out of which $30 million related to “Earnouts payable”, and $6 million related to escrow funds which were recorded within “Accrued expenses payable”.

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NOTE 14. DEBT

Debt consisted of the following at December 31:


(DOLLARS IN MILLIONS)	Effective Interest Rate		2024		2023


2024 Euro Notes(1)	1.88	%	—		552
2025 Notes(1)	1.22	%	1,000		1,000
2026 Euro Notes(1)	1.93	%	827		879
2027 Notes(1)	1.56	%	1,209		1,212
2028 Notes(1)	4.57	%	398		398
2030 Notes(1)	2.21	%	1,507		1,508
2040 Notes(1)	3.04	%	771		773
2047 Notes(1)	4.44	%	495		495
2048 Notes(1)	5.12	%	787		787
2050 Notes(1)	3.21	%	1,568		1,569
2024 Term Loan Facility(1)	3.75	%	—		270
2026 Term Loan Facility(1)	5.04	%	413		625
Revolving Credit Facility(2)			—		—
Commercial Paper(3)			—		—
Bank overdrafts and other			2		3
Total debt			$	8,977	$	10,071
Less: Short term borrowings			(1,413)		(885)
Total Long-term debt			$	7,564	$	9,186

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

(2)The interest rate on the Revolving Credit Facility is, at the applicable borrower’s option, a per annum rate equal to either (x) an eurocurrency rate plus an applicable margin varying from 1.125% to 1.750% or (y) a base rate plus an applicable margin varying from 0.125% to 0.750%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.

(3)The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Additionally, the effective interest rate of commercial paper is not meaningful as issuances do not materially differ from short-term interest rates.

Term Loan Facility and Senior Notes

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

N&B Term Loan Facility

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

The 2024 Term Loan Facility and 2026 Term Loan Facility are subject to customary affirmative and negative covenants and events of default after the Closing Date of the Merger. On and after the Closing Date of the N&B Transaction, the 2024 Term Loan Facility and 2026 Term Loan Facility are also subject to financial covenant maintenance requirements.

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On September 19, 2023, the Company entered into Amendment No. 5 (“Term Loan Amendment No. 5”) to amend that certain term loan credit agreement, dated January 17, 2020 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, as further supplemented by that certain Icon Debt Assumption Supplement, dated as of March 4, 2021, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of August 4, 2022, as further amended by that certain Amendment No. 3 (“Term Loan Amendment No. 3”) to Credit Agreement, dated as of March 23, 2023, as further amended by that certain Amendment No. 4 (“Term Loan Amendment No. 4”) to Credit Agreement, dated as of March 23, 2023, the “Existing Term Loan Credit Agreement”, and the Existing Term Loan Credit Agreement, as amended by the Term Loan Amendment, the “Term Loan Credit Agreement”), among the Company (as successor to Nutrition & Biosciences, Inc.), the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. The related deferred financing costs for the amendments in 2023 were not material.

Term Loan Amendment No. 3, among other things, extended the period during which certain relief was provided with respect to the financial covenant contained in the Existing Term Loan Credit Agreement which has been superseded by Term Loan Amendment No. 5.

Term Loan Amendment No. 4, among other things, replaces LIBOR with Term SOFR (as defined in the Term Loan Credit Agreement) as the reference rate for U.S. dollar-denominated loans. From March 23, 2023, loans under the Term Loan Credit Agreement now bear interest at a base rate or a rate equal to Term SOFR plus an adjustment of 0.10% per annum, plus, in each case, an applicable margin based on the Company’s public debt rating. Loans may be prepaid without premium or penalty, subject to customary breakage costs.

Term Loan Amendment No. 5, among other things, extends the period during which certain relief is provided with respect to the financial covenant contained in the Existing Term Loan Credit Agreement through December 31, 2025, or such earlier date on which the Company elects to terminate such period (the “Term Loan Covenant Relief Period”), by providing that during the Term Loan Covenant Relief Period, the Company’s Leverage Ratio (as defined in the Term Loan Credit Agreement) 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.

During the Term Loan Covenant Relief Period, the amendments prohibit the Company from (i) effecting share repurchases, (ii) declaring and paying dividends in cash on common stock in excess of $0.81 per share per fiscal quarter (for an aggregate amount of $3.24 per fiscal year) and (iii) creating liens to secure debt in excess of the greater of $300 million and 3.65% of Consolidated Net Tangible Assets (as defined in the Term Loan Credit Agreement), subject to certain exceptions set forth in the Term Loan Amendment No. 5. The Company was in compliance with all covenants as of December 31, 2024.

Loans may be prepaid without premium or penalty, subject to customary breakage costs, and during the Term Loan Covenant Relief Period, there will be a mandatory prepayment of the loans with 100% of the net cash proceeds from non-ordinary course asset sales, subject to certain exceptions set forth in the Term Loan Amendment No. 5 and by a Term Loan Amendment No. 6, dated January 26, 2024, which provides additional exceptions to the mandatory prepayment requirements with respect to the sale of the Company’s Cosmetic Ingredients business. The applicable margin for the loans, which is based on the Company’s Public Debt Rating (as defined in the Term Loan Credit Agreement), will also increase by 0.125% for the duration of the Term Loan Covenant Relief Period.

During 2023, the Company made voluntary debt repayments of $355 million related to the 2024 Term Loan Facility. During 2024, the Company made a $270 million debt repayment at maturity related to the 2024 Term Loan Facility. The Company also made quarterly debt repayments totaling approximately $63 million related to the 2026 Term Loan Facility in accordance with the terms of the debt agreement, and voluntary repayments of $150 million related to the 2026 Term Loan Facility.

Pursuant to the terms agreed under the 2026 Term Loan Facility, a portion of the net cash proceeds received from the sale of the Pharma Solutions disposal group, when and if completed, must be used to repay our borrowings under the 2026 Term Loan Facility. Therefore, the Company reclassified the 2026 Term Loan Facility balance from “Long-term debt” to “Short-term debt and current portion of long-term debt” (See Note 4).

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N&B Senior Notes

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

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

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

Revolving Credit Facility

The Revolving Credit Facility is available for general corporate purposes of each borrower and its subsidiaries. The obligations under the Revolving Credit Facility are unsecured and the Company has guaranteed the obligations of each other borrower under the Revolving Credit Facility. The Company pays a commitment fee on the aggregate unused commitments; such fee is not material. The Revolving Credit Agreement contains various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including a maximum permitted ratio of Net Debt to Consolidated EBITDA. In connection with the initial issuance of the Revolving Credit Facility, the Company incurred $1 million of debt issuance costs.

On September 19, 2023, the Company and certain of its subsidiaries (collectively, the “Loan Parties”) entered into Amendment No. 4 (the “Revolver Amendment No. 4”) to amend that certain Third Amended and Restated Credit Agreement, dated July 28, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated August 4, 2022, as further amended by that certain Amendment No. 2 (“Revolver Amendment No. 2”) to Credit Agreement, dated as of March 23, 2023, as further amended by that certain Amendment No. 3 (“Revolver Amendment No. 3”) to Credit Agreement, dated as of March 23, 2023, the “Existing Revolving Credit Agreement”, and the Existing Revolving Credit Agreement, as amended by the Revolver Amendment, the “Revolving Credit Agreement”), among the Loan Parties, the lenders party thereto and Citibank, N.A., as administrative agent. The related deferred financing costs for the amendments in 2023 were not material.

Revolver Amendment No. 2, among other things, extended the period during which certain relief was provided with respect to the financial covenant contained in the Existing Revolving Credit Agreement which has been superseded by Revolver Amendment No. 4.

Revolver Amendment No. 3, among other things, replaces LIBOR with Term SOFR (as defined in the Revolving Credit Agreement) as the reference rate for U.S. dollar-denominated loans. From March 23, 2023, loans under the Revolving Credit Agreement now bear interest at a base rate or, in the case of U.S. dollar-denominated loans, a rate equal to Term SOFR plus an adjustment of 0.10% per annum or, in the case of Euro-denominated loans, the Euro interbank offered rate, plus, in each case, an applicable margin based on the Company’s public debt rating. Loans may be prepaid without premium or penalty, subject to customary breakage costs.

Revolver Amendment No. 4, among other things, extends the period during which certain relief is provided with respect to the financial covenant contained in the Existing Revolving Credit Agreement through December 31, 2025, or such earlier date on which the Company elects to terminate such period (the “Revolver Covenant Relief Period”), by providing that during the Revolver Covenant Relief Period, the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) 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.

During the Revolver Covenant Relief Period, the amendments prohibit (i) the Company from effecting share repurchases, (ii) the Company from declaring and paying dividends in cash on common stock in excess of $0.81 per share per fiscal quarter (for an aggregate amount of $3.24 per fiscal year) and (iii) the Loan Parties from creating liens to secure debt in excess of the

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greater of $300 million and 3.65% of Consolidated Net Tangible Assets (as defined in the Revolving Credit Agreement), subject to certain exceptions set forth in the Revolver Amendment No. 4. The Company was in compliance with all covenants as of December 31, 2024.

Loans may be prepaid without premium or penalty, subject to customary breakage costs, and during the Revolver Covenant Relief Period, the applicable margin for the loans, which is based on the Company’s Public Debt Rating (as defined in the Revolving Credit Agreement), will increase by 0.125%.

As of December 31, 2024, total capacity under the Revolving Credit Facility was $2.000 billion, with no outstanding borrowings. Under the amended terms of the Revolver Credit Agreement, the Revolving Credit Facility increased from $1.000 billion to $2.000 billion, maturing on July 28, 2026. At the option of the Company, the facility may be increased to $2.500 billion subject to certain conditions. As the Revolving Credit Facility is a multi-year revolving credit agreement, the Company classifies as long-term debt the portion that it has the intent and ability to maintain outstanding longer than 12 months.

During 2024, the Company had drawdowns of $250 million and repayments of $250 million under the Revolving Credit Facility. During 2023, the Company had drawdowns of $800 million and repayments of $900 million under the Revolving Credit Facility.

2018 Senior Unsecured Notes

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

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

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

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

2023 Notes

On April 4, 2013, the Company issued $300 million aggregate principal amount of senior unsecured notes that mature on May 1, 2023 (“2023 Notes”). The 2023 Notes bear interest at a rate of 3.20% per year, payable semi-annually on May 1 and November 1 of each year, beginning November 1, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $298 million.

On May 1, 2023, the Company repaid the full $300 million outstanding of its 2023 Notes at maturity.

2024 Euro Notes

On March 14, 2016, the Company issued €500 million aggregate principal amount of senior unsecured notes that mature on March 14, 2024 (“2024 Euro Notes”). The 2024 Euro Notes bear interest at a rate of 1.75% per year, payable annually on March 14 of each year, beginning March 14, 2017. Total proceeds from the issuance of the 2024 Euro Notes, net of underwriting discounts and offering costs, were €496 million. In connection with the debt issuance, the Company entered into pre-issuance hedging transactions that were settled upon issuance of the debt and resulted in a loss of approximately $3 million. The discount, deferred financing costs and pre-issuance hedge loss are being amortized as interest expense over the eight year term of the debt.

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

For the twelve months ended December 31, 2024, the Company made a €500 million (approximately $547 million) debt repayment at maturity related to the 2024 Euro Notes.

2047 Notes

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On May 18, 2017, the Company issued $500 million aggregate principal amount of senior unsecured notes that mature on June 1, 2047 (“2047 Notes”). The 2047 Notes bear interest at a rate of 4.375% per year, payable semi-annually on June 1 and December 1 of each year, beginning December 1, 2017. Total proceeds from the issuance of the 2047 Notes, net of underwriting discounts and offering costs, were $494 million. In addition, the Company incurred $1 million in legal and professional costs associated with the issuance and such costs were recorded as deferred financing costs. In connection with the debt issuance, the Company entered into pre-issuance hedging transactions that were settled upon issuance of the debt and resulted in a loss of approximately $5 million. The discount, deferred financing costs and pre-issuance hedge loss are being amortized as interest expense over the 30-year term of the debt.

Commercial Paper

During 2024, the Company had gross issuances of $4.083 billion and repayments of $4.083 billion under the commercial paper program. The commercial paper issued had original maturities of less than 42 days. During 2023, the Company had gross issuances of $5.694 billion and repayments of $5.811 billion under the commercial paper program.

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

Redemption Provisions

The 2026 Euro Notes, 2028 Notes, 2047 Notes, and 2048 Notes (collectively, the “Notes”) share the same redemption provisions. Upon 30 days’ notice to holders of the Notes, the Company may redeem the Notes at any time at the greater of 100% or the discounted present value of the remaining scheduled payments of principal and interest from the redemption date to the maturity date at the Treasury Rate or the Comparable Government Bond Rate (as defined in the applicable agreements) plus (i) 25 basis points in the case of the 2026 Euro Notes, (ii) 25 basis points in the case of the 2028 Notes, (iii) 25 basis points in the case of the 2047 Notes and (iv) 30 basis points in the case of the 2048 Notes. The redemption dates of each of the Notes are provided in the below table:


Note						Redemption Date




2026 Euro Notes						June 25, 2026
2028 Notes						June 26, 2028
2047 Notes						December 1, 2046
2048 Notes						March 26, 2048

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


Note						Redemption Date

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

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

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

Outstanding Borrowings

The following table shows the contractual maturities of the Company’s long-term debt as of December 31, 2024.


	Payments Due by Period
(DOLLARS IN MILLIONS)	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Total Outstanding Borrowings(1)	$	8,891	$	1,413	$	2,028	$	400	$	5,050

(1)The difference between the payments due by period and the carrying value of debt is due to purchase accounting adjustments, debt issuances costs, and deferred financing fees.

NOTE 15. LEASES

The Company has leases for corporate offices, manufacturing facilities, research and development facilities and certain transportation and office equipment, the majority of which are operating leases. The Company’s leases have remaining lease terms of up to 50 years, some of which include options to extend the leases for up to 15 years.

The components of lease expense were as follows:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Operating leases
Operating lease cost	$	126	$	137	$	134
Variable lease cost	58		56		53
Total operating lease cost	$	184	$	193	$	187
Finance leases
Finance lease cost	$	12	$	10	$	8

Supplemental cash flow information related to leases was as follows:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	122	$	122	$	135
Operating cash flows for finance leases	1		1		—
Financing cash flows for finance leases	10		8		7
Right-of-use assets obtained in exchange for lease obligations
Operating leases	53		49		174
Finance leases	16		22		7

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Supplemental balance sheet information related to leases was as follows:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Operating Leases
Operating lease right-of-use assets	$	573	$	689

Current operating lease obligations(2)	82		85
Operating lease liabilities	534		642
Total operating lease liabilities	$	616	$	727
Finance Leases
Finance lease right-of-use assets(1)	$	27	$	26

Current finance lease obligations(2)	10		7
Finance lease liabilities(3)	18		18
Total finance lease liabilities	$	28	$	25

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

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

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

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


	December 31,
	2024		2023
Weighted average remaining lease term in years
Operating leases	9.5		9.9
Finance leases	3.1		3.5
Weighted average discount rate
Operating leases	4.32	%	4.24	%
Finance leases	4.63	%	4.33	%

Maturities of lease liabilities as of December 31, 2024 were as follows:


(DOLLARS IN MILLIONS)	Operating Leases		Finance Leases		Total
2025	$	106	$	11	$	117
2026	96		10		106
2027	84		6		90
2028	74		2		76
2029	64		1		65
Thereafter	328		—		328
Total undiscounted liabilities	752		30		782
Less: Imputed interest	(136)		(2)		(138)
Total lease liabilities	$	616	$	28	$	644

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

NOTE 16. FINANCIAL INSTRUMENTS

Fair Value

Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent

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sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable*.*

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the Term SOFR swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. The Company does not have any instruments classified as Level 3, other than those included in pension asset trusts included in Note 8. These valuations take into consideration the Company’s credit risk and its counterparties’ credit risk.

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


	2024				2023
(DOLLARS IN MILLIONS)	Carrying Value		Fair Value		Carrying Value		Fair Value
LEVEL 1
Cash and cash equivalents(1)	$	469	$	469	$	709	$	709
LEVEL 2
Bank overdrafts and other(2)	2		2		3		3
Derivatives
Derivative assets(3)	9		9		41		41
Derivative liabilities(3)	129		129		165		165

Long-term debt:


2024 Euro Notes(4)	—		—		552		549
2025 Notes(4)	1,000		972		1,000		924
2026 Euro Notes(4)	827		813		879		835
2027 Notes(4)	1,209		1,102		1,212		1,049
2028 Notes(4)	398		391		398		389
2030 Notes(4)	1,507		1,274		1,508		1,240
2040 Notes(4)	771		536		773		536
2047 Notes(4)	495		392		495		382
2048 Notes(4)	787		686		787		678
2050 Notes(4)	1,568		985		1,569		1,029
2024 Term Loan Facility(5)	—		—		270		270
2026 Term Loan Facility(5)	413		413		625		625

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

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

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

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

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

Derivatives and Other Hedging Activities

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency forward contracts with the objective of managing our exchange rate risk related to foreign currency denominated monetary assets and liabilities of our operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions.

Commodity Contracts

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

The Company also uses swaps that are designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of natural gas used in our manufacturing process.

Hedges Related to Issuances of Debt

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

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

During the first quarter of 2016, the Company entered into and settled two Euro interest rate swap agreements to hedge the anticipated issuance of fixed-rate debt. These swaps were designated as cash flow hedges. The effective portions of cash flow hedges are recorded in OCI as a component of Losses on derivatives qualifying as hedges in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Loss. The Company incurred a loss of €3 million ($3 million) due to the termination of these swaps. The loss was amortized as interest expense over the life of the 2024 Euro Notes as discussed in Note 14.

During the fourth quarter of 2016 and the first quarter of 2017, the Company entered into interest rate swap agreements to hedge the anticipated issuance of fixed-rate debt, which are designated as cash flow hedges. The various hedge instruments were settled upon issuance of the debt on May 18, 2017 and resulted in a loss of approximately $5 million. As discussed in Note 14, the loss is being amortized as interest expense over the life of the 2047 Notes.

Cross Currency Swaps

During the third quarter of 2022, the Company entered into a transaction to unwind the fourteen outstanding EUR/USD cross currency swaps designated as net investment hedges issued between the third quarter of 2019 and the first quarter of 2022. The Company received proceeds of approximately $173 million. The gain arising from the termination of the swaps has been included as a component of Accumulated other comprehensive loss.

The Company has twelve EUR/USD cross currency swaps, with a notional value of $1.400 billion that mature through November 2030. The swaps all qualified as net investment hedges in order to mitigate a portion of the Company’s net European investments from foreign currency risk. As of December 31, 2024, the twelve remaining swaps were in a liability position with an aggregate fair value of $90 million which were classified as Other liabilities on the Consolidated Balance Sheets. Changes in fair value related to cross currency swaps are recorded in OCI.

The following table shows the notional amount of the Company’s derivative instruments outstanding as of December 31, 2024 and December 31, 2023:


	December 31,
(DOLLARS IN MILLIONS)	2024		2023
Foreign currency forward contracts(1)	$	(1,512)	$	(1,400)
Commodity contracts(1)	7		7
Cross currency swaps	1,400		1,400

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

The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy) as reflected in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023:


	December 31, 2024
(DOLLARS IN MILLIONS)	Fair Value of Derivatives Designated as Hedging Instruments		Fair Value of Derivatives Not Designated as Hedging Instruments		Total Fair Value
Derivative assets(1)
Foreign currency forward contracts	$	—	$	8	$	8


Commodity contracts	1		—		1
Total derivative assets	$	1	$	8	$	9
Derivative liabilities(2)
Foreign currency forward contracts	$	—	$	39	$	39
Cross currency swaps	90		—		90
Total derivative liabilities	$	90	$	39	$	129


	December 31, 2023
(DOLLARS IN MILLIONS)	Fair Value of Derivatives Designated as Hedging Instruments		Fair Value of Derivatives Not Designated as Hedging Instruments		Total Fair Value
Derivative assets(1)
Foreign currency forward contracts	$	—	$	41	$	41


Derivative liabilities(2)
Foreign currency forward contracts	$	—	$	4	$	4
Cross currency swaps	161		—		161
Total derivative liabilities	$	161	$	4	$	165

(1)Derivative assets are recorded to Prepaid expenses and other current assets on the Consolidated Balance Sheets.

(2)Derivative liabilities are recorded to Other current liabilities and Other liabilities on the Consolidated Balance Sheets.

The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the years ended December 31, 2024 and 2023:


(DOLLARS IN MILLIONS)	Amount of Gain or (Loss) Recognized in Income on Derivative Settlements December 31,									Amount of Gain (Loss) Recognized in Income on Changes in Fair Value December 31,								Location of Gain (Loss) Recognized in Income on Derivative
2024			2023			2022			2024			2023			2022
Foreign currency forward contracts(1)	$	(102)		$	(16)		$	3		$	(68)		$	37		$	—	Other expense (income), net



Commodity contracts	(1)			2			—			—			—			—		Cost of sales
Total	$	(103)		$	(14)		3			$	(68)		$	37		$	—

(1)The foreign currency forward contract net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods.

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The following table shows the effect of the Company’s derivative and non-derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the years ended December 31, 2024 and 2023:


	Amount of Gain (Loss) Recognized in OCI on Derivative and Non-Derivative (Effective Portion)						Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
	For the years ended December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Derivatives in Cash Flow Hedging Relationships:
Foreign currency contracts	$	(7)	$	—	$	—	N/A

Commodity contracts	3		—		—		Cost of sales
Derivatives in Net Investment Hedging Relationships:

Cross currency swaps	$	55	$	(67)	$	(16)	N/A
Non-Derivatives in Net Investment Hedging Relationships:
2024 Euro Notes	3		(16)		27		N/A
2026 Euro Notes	42		(26)		43		N/A
Total	$	96	$	(109)	$	54


	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
	For the year ended December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022
Derivatives in Cash Flow Hedging Relationships:


Commodity contracts	$	(1)	$	—	$	—






Total	$	(1)	$	—	$	—

The ineffective portion of the above noted net investment hedges was approximately $15 million, $15 million, and $10 million for the years ended December 31, 2024, 2023, and 2022 respectively, and was recorded as a reduction to interest expense on the Consolidated Statements of Income (Loss) and Comprehensive Loss.

At December 31, 2024, based on current market rates, the Company does not expect any derivative losses (net of tax), included in AOCI, to be reclassified into earnings within the next 12 months.

NOTE 17. SHAREHOLDERS’ EQUITY

Dividends

Cash dividends declared per share were $1.60, $3.24 and $3.20 for the years ended December 31, 2024, 2023 and 2022, respectively. The Consolidated Balance Sheets reflect $102 million of dividends payable at December 31, 2024. This amount relates to a cash dividend of $0.40 per share declared in December 2024 and paid in January 2025. Dividends declared, but not paid as of December 31, 2023 and December 31, 2022 were $207 million ($0.81 per share) and $206 million ($0.81 per share), respectively.

NOTE 18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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(DOLLARS IN MILLIONS)	Foreign Currency Translation Adjustments		Gains (Losses) on Derivatives Qualifying as Hedges		Pension and Postretirement Liability Adjustment		Total
Accumulated other comprehensive (loss) income, net of tax, as of January 1, 2024	$	(1,652)	$	1	$	(245)	$	(1,896)
OCI before reclassifications	(778)		(4)		53		(729)
Reclassifications due to business divestitures	4		—		—		4
Amounts reclassified from AOCI	—		1		93		94
Net current period other comprehensive income (loss)	(774)		(3)		146		(631)
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2024	$	(2,426)	$	(2)	$	(99)	$	(2,527)


(DOLLARS IN MILLIONS)	Foreign Currency Translation Adjustments		Gains (Losses) on Derivatives Qualifying as Hedges		Pension and Postretirement Liability Adjustment		Total
Accumulated other comprehensive (loss) income, net of tax, as of January 1, 2023	$	(2,066)	$	1	$	(133)	$	(2,198)
OCI before reclassifications	367		—		(100)		267
Reclassifications due to business divestitures	47		—		(1)		46
Amounts reclassified from AOCI	—		—		(11)		(11)
Net current period other comprehensive income (loss)	414		—		(112)		302
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2023	$	(1,652)	$	1	$	(245)	$	(1,896)


(DOLLARS IN MILLIONS)	Foreign Currency Translation Adjustments		Gains (Losses) on Derivatives Qualifying as Hedges		Pension and Postretirement Liability Adjustment		Total
Accumulated other comprehensive (loss) income, net of tax, as of January 1, 2022	$	(1,133)	$	1	$	(291)	$	(1,423)
OCI before reclassifications	(933)		—		148		(785)

Amounts reclassified from AOCI	—		—		10		10
Net current period other comprehensive income (loss)	(933)		—		158		(775)
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2022	$	(2,066)	$	1	$	(133)	$	(2,198)

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


	Year Ended December 31,
(DOLLARS IN MILLIONS)	2024		2023		2022		Affected Line Item in the Consolidated Statements of Income (Loss) and Comprehensive Loss






Gains (losses) on pension and postretirement liability adjustments

Prior service cost	$	2	$	6	$	7	(1)
Actuarial gains (losses)	(142)		8		(21)		(1)

Tax	47		(3)		4		Provision for income taxes
Total	$	(93)	$	11	$	(10)	Total, net of income taxes

(1)The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. See Note 8 for additional information regarding net periodic benefit cost.

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NOTE 19. REDEEMABLE NON-CONTROLLING INTERESTS

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

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


(DOLLARS IN MILLIONS)	Redeemable Non-controlling Interests
Balance at December 31, 2021	$	105

Impact of foreign exchange translation	(6)
Share of profit or loss attributable to redeemable non-controlling interests	4
Redemption value adjustment for the current period	5



Exercises of redeemable non-controlling interests	(49)
Balance at December 31, 2022	$	59

Impact of foreign exchange translation	(8)

Redemption value adjustment for the current period	(2)

Dividends paid	(13)
Exercises of redeemable non-controlling interests	(25)
Disposal of redeemable non-controlling interests(1)	(11)
Balance at December 31, 2023	$	—








Balance at December 31, 2024	$	—

(1)The disposal of redeemable non-controlling interests was related to the sale of the Company’s investment in the Sonarome business.

NOTE 20. CONCENTRATIONS OF CREDIT RISK

The Company does not have significant concentrations of risk in financial instruments. Temporary investments are made in a well-diversified portfolio of high-quality, liquid obligations of government, corporate and financial institutions. There are also limited concentrations of credit risk with respect to trade receivables because the Company has a large number of customers who are spread across many industries and geographic regions. The Company’s larger customers are each spread across many sub-categories of its segments and geographical regions. The Company had no customer that accounted for more than 10% of its consolidated net sales for the years ended 2024, 2023 and 2022.

NOTE 21. COMMITMENTS AND CONTINGENCIES

Guarantees and Letters of Credit

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

As of December 31, 2024, the Company had a total capacity of approximately $214 million of bank guarantees, commercial guarantees, standby letters of credit and surety bonds with various financial institutions. Included in the above aggregate amount was a total of approximately $10 million for other assessments in Brazil for various income tax and indirect tax disputes related to fiscal years 1998-2011. There was a total of approximately $65 million outstanding under the bank guarantees, standby letters of credit and commercial guarantees as of December 31, 2024.

In order to challenge the assessments in these cases in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of approximately $7 million as of December 31, 2024.

Lines of Credit

The Company has various lines of credit which are available to support its ongoing business operations. As of December 31, 2024, the Company had a total capacity of approximately $1.8 billion of lines of credit with various financial institutions, in addition to the $0.9 billion of available capacity under the Revolving Credit Facility. Pursuant to these lines of credit as of December 31, 2024, the total drawdowns were not material.

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Litigation

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

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

Litigation Matters

A motion to approve a securities class action was filed in the Tel Aviv District Court, Israel, in August 2019, alleging, among other things, false and misleading statements largely in connection with IFF’s acquisition of Frutarom and improper payments made by Frutarom businesses operating principally in Russia and Ukraine to representatives of customers. The motion (“Oman”) (following an initial amendment) asserted claims under the Israeli Securities Act-1968 against IFF, its former Chairman and CEO, and its former CFO, and against Frutarom and certain former Frutarom officers and directors, as well as claims under the Israeli Companies Act-1999 against certain former Frutarom officers and directors. On July 14, 2022, the court approved the parties’ motion to mediate the dispute, which postponed all case deadlines until after the mediation. The parties held mediation meetings in September 2022, November 2022, March 2023, November 2023, March 2024 and April 2024. In November 2024, the court granted extensions for the filing of the responses to the Oman motion and for the evidentiary hearings, for the parties to exhaust the mediation proceeding. The parties are required to provide an update to the court by February 25, 2025.

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

On March 11, 2020, an IFF shareholder filed a motion to approve a class action in Israel against, among others, Frutarom, Yehudai, and Frutarom’s former board of directors, alleging that former minority shareholders of Frutarom were harmed as a result of the US $20 million bonus paid to Yehudai. The court held an evidentiary hearing on the motion to approve a class action in March 2024.

Since March 2023, various putative class action lawsuits have been filed against IFF, Firmenich International SA, Givaudan SA, and Symrise AG and/or certain affiliates thereof in the Quebec Superior Court, the Federal Court of Canada, Ontario Superior Court, the Supreme Court of British Columbia and, in several cases, the United States District Court for the District of New Jersey. These actions allege violations of the Canadian Competition Act and the Sherman Act, as applicable, and other related claims, and seek damages and other relief. In December 2023, the Federal Court of Canada proceeding was discontinued in its entirety. IFF may face additional civil suits, in the United States or elsewhere, relating to such alleged conduct. At this time, IFF is unable to predict the potential outcome of these lawsuits or any potential effect they may have on the Company’s results of operations, liquidity or financial condition.

Investigations

On June 3, 2020, the Israel Police’s National Fraud Investigation Unit and the Israeli Securities Authority commenced an investigation into Frutarom and certain of its former executives, based on suspected bribery of foreign officials, money laundering, and violations of the Israeli Securities Act-1968. On February 26, 2024, the Israeli authorities informed Frutarom that the authorities decided to close the criminal investigation.

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On March 7, 2023, the European Commission (“EC”) and the United Kingdom Competition and Markets Authority (“CMA”) carried out unannounced inspections of certain of IFF’s facilities. On the same day, IFF was served with a grand jury subpoena by the Antitrust Division of the U.S. Department of Justice (“DOJ”). IFF understands the EC, CMA, DOJ and the Swiss Competition Commission are investigating potential anticompetitive conduct as it relates to IFF’s fragrance businesses. The Mexican Competition Commission has also announced that it is investigating potential anticompetitive conduct in the fragrance and fragrance ingredients industries. The Company has applied for leniency in a number of jurisdictions. Leniency, if obtained in a jurisdiction, would generally carry significant benefits by, for example, reducing or eliminating monetary liability in that jurisdiction. IFF has been and intends to continue actively cooperating with these investigations. During the first three months of 2024, IFF recognized a provision of €15.9 million (approximately $17.5 million) in connection with a settlement with the EC, which was paid during the third quarter of 2024. This settlement pertains to a charge related to the deletion of messages relevant to the investigation by a former Scent employee. This settlement does not conclude the ongoing antitrust investigation. IFF is currently unable, however, to predict or determine the scope, duration or outcome of the investigations, or whether the outcome of the investigations will materially impact the Company’s results of operations, liquidity or financial condition. However, an adverse judgment or other outcome or settlement with respect to any proceedings discussed above could result in significant fines or payments by IFF. The resolution of any of these items could have a material adverse effect on IFF's results of operations, financial condition, and overall business.

Environmental Proceedings

The Company is reporting the following environmental matter in compliance with SEC requirements to disclose environmental proceedings where a governmental authority is a party and that involve potential monetary sanctions of $300,000 or greater. Effective March 22, 2024, the Solae, LLC Memphis site (“Solae”) signed an Administrative Order on Consent (the “Consent Order”) resolving violations and penalties pertaining to the Administrative Order and Assessment received from the City of Memphis on May 27, 2022 related to alleged wastewater discharge violations. In view of the Consent Order, Solae withdrew its previously filed appeal. Pursuant to the Consent Order, Solae is completing its capital project efforts in accordance with the agreed schedule for attaining compliance with current wastewater permit requirements. This matter is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.

Other Contingencies

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

The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, the Company believes it has valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, the Company is required to, and has provided, bank guarantees and pledged assets in the aggregate amount of approximately $16 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date.

Other

During the third quarter of 2024, the Company entered into a confidential agreement with one of its customers, which included a payment that is not material to the financial statements. Under this agreement, the Company will gain access to incremental revenue opportunities and a release from certain claims. This payment has been capitalized as an asset and will be amortized over the period in which the associated revenue is recognized.

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and have not been fully resolved. Due to the inherent subjectivity and unpredictability of outcomes of legal proceedings, the Company is unable to determine, with certainty, the probability of the outcome of these matters or the range of reasonably possible losses, if any.

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(a)(3) EXHIBITS


Exhibit Number			Description
2.1			Agreement and Plan of Merger, dated May 7, 2018, by and among the Registrant, Frutarom Industries Ltd. and Icon Newco Ltd., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2018.
2.2			Amendment No. 1 to Agreement and Plan of Merger, dated August 25, 2018, by and among International Flavors & Fragrances, Inc., Frutarom Industries Ltd. and Icon Newco Ltd. incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2018.
2.3			Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 18, 2019.
2.4			Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on December 18, 2019.
2.4(i)			Amendment No. 1 to the Separation and Distribution Agreement, dated January 22, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 25, 2021.
2.4(ii)			Amendment No. 2 to the Separation and Distribution Agreement, dated February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on February 3, 2021.
3.1			Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 10(g) to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2002.
3.2			By-Laws of International Flavors & Fragrances Inc., effective as of November 1, 2023, incorporated by reference to Exhibit 3.1 to the Registrant ’s Current Report on Form 8-K filed on November 7, 2023.
4.1			Indenture, dated as of April 4, 2013, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2013.
4.2			Indenture, dated as of March 2, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Debt Security), incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-209889) filed on March 2, 2016.
4.2(i)			First Supplemental Indenture, dated as of March 14, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K filed on March 14, 2016.
4.2(ii)			Second Supplemental Indenture, dated as of May 18, 2017, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K filed on May 18, 2017.
4.2(iii)			Third Supplemental Indenture, dated as of September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.2(iv)			Fourth Supplemental Indenture, dated as of September 25, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.
4.2(v)			Fifth Supplemental Indenture, dated as of September 26, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.3			Form of Amortizing Note, incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.4			Purchase Contract Agreement, dated September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as purchase contract agent, as attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under the indenture referred to therein, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.5			Form of Unit, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.
4.6			Form of Purchase Contract, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2018.

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Exhibit Number			Description
4.7			Form of Global Note for the 2021 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.
4.8			Form of Global Note for the 2026 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 25, 2018.
4.9			Form of Global Note for the 2020 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.10			Form of Global Note for the 2028 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.11			Form of Global Notes for the 2048 Notes, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 26, 2018.
4.12			Indenture, dated as of September 16, 2020, between the N&B and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 99.16 to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-238072) filed on October 5, 2020.
4.12(i)			First Supplemental Indenture, dated as of February 1, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as Trustee. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.
4.12(ii)			Second Supplemental Indenture, dated as of March 4, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2021.
4.13			Icon Debt Assumption Supplement, dated as of March 4, 2021, among Neptune Merger Sub II LLC (as successor by merger to Nutrition & Biosciences, Inc.) and International Flavors & Fragrances Inc., and as acknowledged by Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2021.
4.14			Description of Securities, incorporated by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K filed on March 3, 2020.
*10.1			Letter Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 18, 2022, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2022.
*10.2			Supplemental Retirement Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2008.
*10.3			2021 Stock Award and Incentive Plan, incorporated by reference to Annex 1 to the Registrant’s Proxy Statement filed with the Commission on March 23, 2021.
*10.4			Form of Restricted Stock Units Agreement – Non-Employee Director under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.5			Form of Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.6			Form of Equity Choice Program Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.7			Form of Performance-Based Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K, filed on February 28, 2022.
*10.8			2015 Stock Award and Incentive Plan, as amended and restated February 7, 2017, incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2017.
*10.9			Form of Annual Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.10			Form of Long-Term Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.
*10.11			Form of Equity Choice Program Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2015.

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

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Exhibit Number			Description
10.22(vi)			Third Amended and Restated Credit Agreement, dated as of July 28, 2021 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on 8-K filed on July 28, 2021.
10.22(vii)			Amendment No.1 to Third Amended and Restated Credit Agreement, dated as of August 4, 2022, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 8, 2022.
10.22(viii)			Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement, dated as of March 23, 2023, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.
10.22(ix)			Amendment No. 3 to Third Amended and Restated Revolving Credit Agreement, dated as of March 23, 2023, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.
10.22(x)			Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement, dated as of September 19, 2023, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 8, 2023.
10.23			Term Loan Credit Agreement, dated as of June 6, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 8, 2018.
10.23(i)			Amendment No 1. to Credit Agreement, dated as of July 13, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2018.
10.23(ii)			Amendment No. 2 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report filed on Form 8-K filed on January 22, 2020.
10.23(iii)			Amendment No. 3 to Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 28, 2020.
10.24			Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc, incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K filed on December 18, 2019.
10.24(i)			Amendment to the Employee Matters Agreement, dated January 22, 2021, by and among International Flavors & Fragrances Inc., DuPont de Nemours, Inc. and Nutrition & Biosciences, Inc., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 25, 2021.
10.25			Term Loan Credit Agreement, dated as of May 15, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch, as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 21, 2020.
10.25(i)			Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, among the Company, as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch as administrative agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 28, 2020.
10.26			Term Loan Credit Agreement, dated as of January 17, 2020, by and among Nutrition & Biosciences, Inc., as borrower, and Morgan Stanley Senior Funding Inc., as administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 99.14 to the Registrant’s Form S-4 Registration Statement filed on October 5, 2020.

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Exhibit Number			Description
10.26(i)			Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, by and among Nutrition & Biosciences, Inc., the lenders signatory thereto and Morgan Stanley Senior Fund, Inc., as administrative agent, incorporated by reference to Exhibit 99.15 to the Registrant’s Form S-4 Registration Statement filed on October 5, 2020.
10.26(ii)			Amendment No. 2 to Term Loan Credit Agreement, dated as of August 4, 2022, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2022.
10.26(iii)			Amendment No. 3 to Term Loan Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.
10.26(iv)			Amendment No. 4 to Term Loan Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.
10.26(v)			Amendment No. 5 to Term Loan Credit Agreement, dated as of September 19, 2023, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 8, 2023.
10.27			Cooperation Agreement, dated as of February 1, 2023, by and among International Flavors & Fragrances Inc. and Icahn Group, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2023.
10.28			Tax Matters Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.
10.29			Intellectual Property Cross-License Agreement, dated as of February 1, 2021, by and between Nutrition & Biosciences, Inc. and DuPont de Nemours, Inc., incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2021.
*10.30			Letter Agreement between International Flavors & Fragrances Inc. and J. Erik Fyrwald , effective January 11, 2024, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 11, 2024.
*10.31			International Flavors & Fragrances Inc. Executive Severance Policy.
19			International Flavors & Fragrances Inc. Insider Trading Policy.
21			List of Subsidiaries of International Flavors & Fragrances Inc.
23			Consent of PricewaterhouseCoopers LLP.
31.1			Certification of J. Erik Fyrwald pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Michael DeVeau pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32			Certification of J. Erik Fyrwald and Michael DeVeau pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.
97			International Flavors & Fragrances Inc. Policy for the Recovery of Erroneously Awarded Compensation
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extensions Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase

____________________

*Management contract or compensatory plan or arrangement

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