Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4858

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact name of registrant as specified in its charter)

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

521 West 57th Street, New York, NY 10019-2960

200 Powder Mill Road, Wilmington, DE 19803-2907

(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 12 1/2¢ per shareIFFNew York Stock Exchange
1.750% Senior Notes due 2024IFF 24New York Stock Exchange
1.800% Senior Notes due 2026IFF 26New York Stock Exchange

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

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

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

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

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

Number of shares of common stock outstanding as of October 31, 2022: 254,962,253

INTERNATIONAL FLAVORS & FRAGRANCES INC.

TABLE OF CONTENTS

PAGE
PART I - Financial Information
ITEM 1.Financial Statements
Consolidated Balance Sheets - September 30, 2022 and December 31, 20211
Consolidated Statements of (Loss) Income and Comprehensive Loss - Three and Nine Months Ended September 30, 2022 and 20212
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2022 and 20213
Consolidated Statements of Shareholders’ Equity - Three and Nine Months Ended September 30, 2022 and 20214
Notes to Consolidated Financial Statements6
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk48
ITEM 4.Controls and Procedures48
PART II - Other Information
ITEM 1.Legal Proceedings49
ITEM 1A.Risk Factors49
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds49
ITEM 6.Exhibits49
Signatures50

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS.