International Flavors & Fragrances 10-Q 2025-03-31

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 March 31, 2025

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 York						13-1432060
(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 class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, par value 12 1/2¢ per share						IFF						New York Stock Exchange
1.800% Senior Notes due 2026						IFF 26						New 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 April 29, 2025: 255,790,345

INTERNATIONAL FLAVORS & FRAGRANCES INC.

TABLE OF CONTENTS

						PAGE
			PART I - Financial Information
ITEM 1.			Financial Statements (Unaudited)
			Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - Three Months Ended March 31, 2025 and 2024			1
			Consolidated Balance Sheets - March 31, 2025 and December 31, 2024			2
			Consolidated Statements of Shareholders’ Equity - Three Months Ended March 31, 2025 and 2024			3
			Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024			4
			Notes to Consolidated Financial Statements			5
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk			38
ITEM 4.			Controls and Procedures			39
			PART II - Other Information
ITEM 1.			Legal Proceedings			40
ITEM 1A.			Risk Factors			40
ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			40
ITEM 5.			Other Information			40
ITEM 6.			Exhibits			40
Signatures						41

PART I. FINANCIAL INFORMATION

INTERNATIONAL FLAVORS & FRAGRANCES INC.

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

(Unaudited)

			Three Months Ended
			March 31,
(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2025						2024
Net sales			$	2,843					$	2,899
Cost of sales			1,808						1,875
Gross profit			1,035						1,024
Research and development expenses			164						166
Selling and administrative expenses			461						490
Amortization of acquisition-related intangibles			143						168
Impairment of goodwill			1,153						—
Restructuring and other charges			17						3
Gains on sales of assets			—						(2)
Operating (loss) profit			(903)						199
Interest expense			71						83
Other expense, net			20						1
(Loss) income before taxes			(994)						115
Provision for income taxes			23						54
Net (loss) income			(1,017)						61
Net income attributable to non-controlling interests			1						1
Net (loss) income attributable to IFF shareholders			$	(1,018)					$	60
Net (loss) income per share - basic and diluted			$	(3.98)					$	0.23
Average number of shares outstanding - basic			256						255
Average number of shares outstanding - diluted			256						256
Statements of Comprehensive (Loss) Income
Net (loss) income			$	(1,017)					$	61
Other comprehensive income (loss), after tax:
Foreign currency translation adjustments			404						(293)
Losses on derivatives qualifying as hedges			(1)						(7)
Pension and postretirement liability adjustment			1						5
Other comprehensive income (loss)			404						(295)
Comprehensive loss			(613)						(234)
Comprehensive income attributable to non-controlling interests			1						1
Comprehensive loss attributable to IFF shareholders			$	(614)					$	(235)

The accompanying notes are an integral part of these Consolidated Financial Statements.

INTERNATIONAL FLAVORS & FRAGRANCES INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS)			March 31, 2025						December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents			$	613					$	469
Trade receivables (net of allowances of $28 and $26, respectively)			1,742						1,624
Inventories			2,249						2,133
Assets held for sale			3,254						3,030
Prepaid expenses and other current assets			775						737
Total Current Assets			8,633						7,993
Property, plant and equipment, net			3,771						3,739
Goodwill			8,030						9,080
Other intangible assets, net			6,383						6,445
Operating lease right-of-use assets			579						573
Other assets			869						837
Total Assets			$	28,265					$	28,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt and current portion of long-term debt			$	1,689					$	1,413
Accounts payable			1,325						1,283
Accrued payroll and bonus			216						420
Dividends payable			102						102
Liabilities held for sale			443						332
Other current liabilities			832						783
Total Current Liabilities			4,607						4,333
Other Liabilities:
Long-term debt			7,601						7,564
Retirement liabilities			174						167
Deferred income taxes			1,543						1,592
Operating lease liabilities			535						534
Other liabilities			592						566
Total Other Liabilities			10,445						10,423
Commitments and Contingencies (Note 17)
Shareholders’ Equity:
Common stock $0.125 par value; 500.0 shares authorized; 275.7 shares issued as of March 31, 2025 and December 31, 2024; and 255.7 and 255.7 shares outstanding as of March 31, 2025 and December 31, 2024, respectively			35						35

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(UNLESS INDICATED OTHERWISE, DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

The following management’s discussion and analysis should be read in conjunction with the management’s discussion and analysis of financial condition and results of operations, liquidity and capital resources included in our 2024 Annual Report on Form 10-K, filed on February 28, 2025 with the SEC (“2024 Form 10-K”).

OVERVIEW

Company Background

We are a leading creator and manufacturer of food, beverage, health & biosciences, scent (and, until the sale of the Pharma Solutions disposal group, 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. As a result, we hold global leadership positions in the Food & Beverage, Home & Personal Care and Health & Wellness markets, and across key Tastes, Textures, Scents, Nutrition, Enzymes, Cultures, Soy Proteins, Pharmaceutical Excipients and Probiotics categories.

Effective January 1, 2025, the Company implemented a reorganization of its internal structure, which impacted the way the CODM, the Chief Executive Officer, allocates resources and assesses financial performance. As a result, the Company has updated its reportable segments beginning with the first quarter of 2025. Specifically, the former Nourish segment has been separated into two new reportable segments: Taste and Food Ingredients. The Taste segment (formerly the Flavors business within Nourish) includes flavor compounds and natural taste solutions used in food and beverage applications. The Food Ingredients segment (formerly the Ingredients business within Nourish) includes a broad portfolio of natural and plant-based specialty ingredients that provide texturizing and food protection capabilities, as well as soy and pea protein solutions, emulsifiers, and sweeteners. In addition, immaterial business transfers occurred between Food Ingredients and Pharma Solutions, and between Health & Biosciences and Taste. Thus, starting in the first quarter of 2025, we are organized into five reportable operating segments: Taste, Food Ingredients, Health & Biosciences, Scent and, until the completion of the divestitures of both the Pharma Solutions and Nitrocellulose disposal groups, Pharma Solutions.

Our Taste segment consists of a range of flavor compounds and natural taste solutions that are ultimately used by our customers in savory products (soups, sauces, meat, fish, poultry, snacks, etc.), beverages (juice drinks, carbonated or flavored beverages, spirits, etc.), sweets (bakery products, candy, cereal, chewing gum, etc.), and dairy products (yogurt, ice cream, cheese, etc.). Flavors also include value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products.

Our Food Ingredients segment consists of a diversified portfolio across natural and plant-based specialty food ingredients derived from herbs and plants that provide texturizing solutions used in the food industry, food protection solutions used in food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives. Ingredients also includes savory solutions (such as spices, marinades, mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).

Our Health & Biosciences segment consists of the development and production of an advanced biotechnology-derived portfolio of enzymes, food cultures, probiotics and specialty ingredients for food and non-food applications. Among many other applications, this biotechnology-driven portfolio includes cultures for use in fermented foods such as yogurt, cheese and fermented beverages, probiotic strains, many with documented clinical health claims for use as dietary supplements and through industrial fermentation the production of enzymes and microorganisms that provide product and process performance benefits to household detergents, animal feed, ethanol production and brewing. Health & Biosciences is comprised of Health, Food Biosciences, Home & Personal Care, Animal Nutrition and Grain Processing.

Our Scent segment creates fragrance compounds and fragrance ingredients that are integral elements in the world’s finest perfumes and best-known household and personal care products. Consumer insights, science and creativity are at the heart of our Scent business, and, along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer intimacy, we believe these make us a market leader in scent products. The Scent segment is comprised of Fragrance Compounds and Fragrance Ingredients. We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

Our Pharma Solutions segment produces, among other things, a vast portfolio of 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 formulations. Our excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Our 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 announced the sale process and 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. The transaction closed on May 1, 2025. During October 2024, we entered into an agreement to sell the Nitrocellulose disposal group, which is within our existing Pharma Solutions reportable operating segment. The transaction is expected to close during the second quarter of 2025. See Note 3 for additional information.

Financial Performance Overview

Sales

Sales in the first quarter of 2025 decreased $56 million, or 2% on a reported basis, to $2.843 billion compared to $2.899 billion in the 2024 period. On a currency neutral basis, sales in the first quarter of 2025 increased 2% compared to the 2024 period as exchange rate variations had an unfavorable impact on net sales of 4%. The effect of exchange rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to other currencies. On a comparable basis, currency neutral sales increased 3% driven by volume increases across various business lines. Comparable portfolio results exclude the impact of divestitures of the Flavors & Essences UK business (“F&E UK”) and Cosmetic Ingredients business (“change in business portfolio mix due to divestitures”), which was approximately $31 million.

Gross Profit

Gross profit in the first quarter of 2025 increased $11 million, or 1% on a reported basis, to $1.035 billion (36.4% of sales) compared to $1,024 million (35.3% of sales) in the 2024 period. The increase in gross profit was primarily driven by volume increases and productivity gains, offset in part by the effect of exchange rate variations and the net impact of the change in business portfolio mix due to divestitures of $21 million.

RESULTS OF OPERATIONS

			Three Months Ended
			March 31,
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2025						2024						Change
Net sales			$	2,843					$	2,899					(2)		%
Cost of sales			1,808						1,875						(4)		%
Gross profit			1,035						1,024						1		%
Research and development (R&D) expenses			164						166						(1)		%
Selling and administrative (S&A) expenses			461						490						(6)		%
Amortization of acquisition-related intangibles			143						168						(15)		%
Impairment of goodwill			1,153						—						NMF
Restructuring and other charges			17						3						NMF
Gains on sales of assets			—						(2)						(100)		%
Operating (loss) profit			(903)						199						NMF
Interest expense			71						83						(14)		%
Other expense, net			20						1						NMF
(Loss) income before taxes			(994)						115						NMF
Provision for income taxes			23						54						(57)		%
Net (loss) income			(1,017)						61						NMF
Net income attributable to non-controlling interests			1						1						—		%
Net (loss) income attributable to IFF shareholders			$	(1,018)					$	60					NMF
Net (loss) income per share - diluted			$	(3.98)					$	0.23					NMF
Gross margin			36.4		%				35.3		%				110		bps
R&D as a percentage of sales			5.8		%				5.7		%				10		bps
S&A as a percentage of sales			16.2		%				16.9		%				(70)		bps
Operating margin			(31.8)		%				6.9		%				NMF
Effective tax rate			(2.3)		%				47.0		%				NMF
Segment net sales
Taste			$	627					$	619					1		%
Food Ingredients			796						856						(7)		%
Health & Biosciences			540						529						2		%
Scent			614						645						(5)		%
Pharma Solutions			266						250						6		%
Consolidated			$	2,843					$	2,899

---

NMF: Not meaningful

Cost of goods sold includes the cost of materials and manufacturing expenses. R&D expenses include expenses related to the development of new and improved products and technical product support. S&A expenses include expenses necessary to support our commercial activities and administrative expenses supporting our overall operating activities including compliance with governmental regulations.

FIRST QUARTER 2025 IN COMPARISON TO FIRST QUARTER 2024

Sales performance by segment was as follows:

			% Change in Sales - First Quarter 2025 vs. First Quarter 2024
			Reported						Currency Neutral**(1)**						Comparable Currency Neutral**(1)(2)**
Taste			1		%				6		%				7		%
Food Ingredients			-7		%				-4		%				-4		%
Health & Biosciences			2		%				5		%				5		%
Scent			-5		%				—		%				4		%
Pharma Solutions			6		%				8		%				8		%
Total			-2		%				2		%				3		%

---

(1)Currency neutral sales are calculated by translating current year invoiced sale amounts at the exchange rates for the corresponding prior year period.

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

Comparable reported performance by segment was as follows:

			Three Months Ended March 31,
			2025						2024
Net Sales
Taste			$	627					$	615
Food Ingredients			796						856
Health & Biosciences			540						529
Scent			614						618
Pharma Solutions			266						250
Impact of Business Divestitures(1)			—						31
Total			$	2,843					$	2,899

---

(1)Impact of business divestitures include the results of the Flavors & Essences UK business that was divested on September 1, 2024, and the Cosmetic Ingredients business that was divested on April 2, 2024, to present fully comparable scenarios.

Taste

Taste sales in 2025 increased $8 million, or 1% on a reported basis, to $627 million compared to $619 million in the prior year period. On a currency neutral basis, Taste sales increased 6% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. On a comparable basis, currency neutral sales increased 7% driven by volume and price increases. Comparable portfolio results exclude the impact of the divestiture of the F&E UK business with an impact of approximately $4 million.

Food Ingredients

Food Ingredients sales in 2025 decreased $60 million, or 7% on a reported basis, to $796 million compared to $856 million in the prior year period. On a currency neutral basis, Food Ingredients sales decreased 4% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Food Ingredients operating segment was primarily driven by volume decreases within the Protein Solutions business unit.

Health & Biosciences

Health & Biosciences sales in 2025 increased $11 million, or 2% on a reported basis, to $540 million compared to $529 million in the prior year period. On a currency neutral basis, Health & Biosciences sales increased 5% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Health & Biosciences operating segment was driven by volume increases across various business units.

Scent

Scent sales in 2025 decreased $31 million, or 5% on a reported basis, to $614 million compared to $645 million in the prior year period. On a currency neutral basis, Scent sales remained flat in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. On a comparable basis, currency neutral sales increased 4% driven by volume increases in the Fragrance Compounds business unit. Comparable portfolio results exclude the impact of the divestiture of the Cosmetic Ingredients business with an impact of approximately $27 million.

Pharma Solutions

Pharma Solutions sales in 2025 increased $16 million, or 6% on a reported basis, to $266 million compared to $250 million in the prior year period. On a currency neutral basis, Pharma Solutions sales increased 8% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Pharma Solutions operating segment was driven by sales mix associated with distribution model changes and volume growth.

Cost of Sales

Cost of sales decreased $67 million to $1.808 billion (63.6% of sales) in the first quarter of 2025 compared to $1.875 billion (64.7% of sales) in the first quarter of 2024. The decrease in cost of goods sold was primarily driven by lower raw material costs and manufacturing expenses, lower unfavorable manufacturing absorption compared to the prior year period and the change in business portfolio mix due to divestitures, with an impact of approximately $10 million, offset in part by volume increases in sales.

Research and Development (R&D) Expenses

R&D expenses decreased $2 million to $164 million (5.8% of sales) in the first quarter of 2025 compared to $166 million (5.7% of sales) in the first quarter of 2024. The decrease in R&D expenses was primarily driven by lower operating expenses for R&D related activities.

Selling and Administrative (S&A) Expenses

S&A expenses decreased $29 million to $461 million (16.2% of sales) in the first quarter of 2025 compared to $490 million (16.9% of sales) in the first quarter of 2024. The decrease in S&A expenses was primarily driven by lower professional fees, legal fees and provisions incurred for the ongoing investigations of the fragrance businesses, and the change in business portfolio mix due to divestitures.

Restructuring and Other Charges

Restructuring and other charges increased to $17 million in the first quarter of 2025 compared to $3 million in the first quarter of 2024. The increase in 2025 was driven by higher severance costs incurred as part of the IFF Productivity Program. See Note 4 for additional information.

Amortization of Acquisition-Related Intangibles

Amortization expenses decreased to $143 million in the first quarter of 2025 compared to $168 million in the first quarter of 2024. The decrease in amortization expense was primarily driven by the intangible assets of the Pharma Solutions disposal group being classified as “held for sale,” and therefore no longer recognizing amortization expense on those intangible assets. See Note 3 and Note 11 for additional information.

Impairment of Goodwill

The impairment of goodwill was $1.153 billion in the first quarter of 2025, which was related to the Food Ingredients reporting unit. See Note 11 for additional information.

Interest Expense

Interest expense decreased to $71 million in the first quarter of 2025 compared to $83 million in the first quarter of 2024. The decrease in interest expense was primarily due to debt repayments at maturity made during the three months ended March 31, 2024, related to the 2024 Term Loan Facility and 2024 Euro Notes. See Note 13 for additional information.

Other Expense, Net

Other expense, net, was $20 million in the first quarter of 2025 compared to $1 million in the first quarter of 2024. The increase of $19 million was primarily due to higher foreign exchange losses. See Note 8 for additional information.

Income Taxes

The effective tax rate for the three months ended March 31, 2025 was (2.3)% compared to 47.0% for the three months ended March 31, 2024. The quarter-over-quarter decrease was primarily due to a goodwill impairment charge related to the Food Ingredients reporting unit that is mostly non-tax deductible, as well as changes in the mix of earnings.

Segment Adjusted Operating EBITDA Results

The Company uses Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. Segment Adjusted Operating EBITDA is defined as (Loss) Income Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges and certain items that are not related to recurring operations. Our determination of reportable segments was made on the basis of our strategic priorities within each segment and corresponds to the manner in which our Chief Operating Decision Maker reviews and evaluates operating performance to make decisions about resources to be allocated to the segment. In addition to our strategic priorities, segment reporting is also based on differences in the products and services we provide.

Adjusted Operating EBITDA performance by segment was as follows:

			% Change in Adjusted Operating EBITDA - First Quarter 2025 vs. First Quarter 2024
			Adjusted**(1)**																		Comparable Adjusted**(1)(2)**
Taste			12		%																14		%
Food Ingredients			3		%																3		%
Health & Biosciences			—		%																—		%
Scent			-14		%																-6		%
Pharma Solutions			15		%																15		%
Total			—		%																3		%

---

(1)Refer to Note 6 for a reconciliation of Adjusted Operating EBITDA to (Loss) Income Before Taxes.

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

Comparable Adjusted Operating EBITDA by segment was as follows:

			Three Months Ended March 31,
(DOLLARS IN MILLIONS)			2025						2024
Segment Adjusted Operating EBITDA:
Taste			$	131					$	115
Food Ingredients			111						108
Health & Biosciences			138						138
Scent			144						154
Pharma Solutions			54						47
Impact of Business Divestitures			—						16
Total			578						578
Depreciation & Amortization			(236)						(278)
Interest Expense			(71)						(83)
Other Expense, net			(20)						(1)
Restructuring and Other Charges			(17)						(3)
Impairment of Goodwill			(1,153)						—
Divestiture and Integration Related Costs			(51)						(58)
Strategic Initiatives Costs			(8)						(4)
Regulatory Costs			(11)						(35)
Other			(5)						(1)
(Loss) Income Before Taxes			$	(994)					$	115
Segment Adjusted Operating EBITDA margin:
Taste			20.9		%				18.7		%
Food Ingredients			13.9		%				12.6		%
Health & Biosciences			25.6		%				26.1		%
Scent			23.5		%				24.9		%
Pharma Solutions			20.3		%				18.8		%
Consolidated			20.3		%				19.9		%

Taste Segment Adjusted Operating EBITDA

Taste Segment Adjusted Operating EBITDA increased $14 million, or 12% on a reported basis, to $131 million in the first quarter of 2025 (20.9% of segment sales) from $117 million (18.9% of segment sales) in the comparable 2024 period. On a comparable basis, Taste Segment Adjusted Operating EBITDA increased 14% in 2025 compared to the prior year period led by primarily volume increases and productivity gains. Comparable portfolio results exclude the impact of the divestiture of the F&E UK business with an impact of approximately $2 million.

Food Ingredients Segment Adjusted Operating EBITDA

Food Ingredients Segment Adjusted Operating EBITDA increased $3 million, or 3% on a reported basis, to $111 million in the first quarter of 2025 (13.9% of segment sales) from $108 million (12.6% of segment sales) in the comparable 2024 period. The performance was primarily driven by productivity gains, offset in part by volume declines in the Protein Solutions business unit.

Health & Biosciences Segment Adjusted Operating EBITDA

Health & Biosciences Segment Adjusted Operating EBITDA remained flat on a reported basis at $138 million in the first quarter of 2025 (25.6% of segment sales) and in the comparable 2024 period (26.1% of segment sales). The performance was primarily driven by volume growth and productivity gains, offset by unfavorable exchange rate variations.

Scent Segment Adjusted Operating EBITDA

Scent Segment Adjusted Operating EBITDA decreased $24 million, or 14% on reported basis, to $144 million in the first quarter of 2025 (23.5% of segment sales) from $168 million (26.0% of segment sales) in the comparable 2024 period. On a comparable basis, Scent Segment Adjusted Operating EBITDA decreased 6% in 2025 compared to the prior year period as

unfavorable exchange rate variations more than offset volume increases in the Fragrance Compounds business unit and productivity gains. Comparable portfolio results exclude the impact of the divestiture of the Cosmetic Ingredients business with an impact of approximately $14 million.

Pharma Solutions Segment Adjusted Operating EBITDA

Pharma Solutions Segment Adjusted Operating EBITDA increased $7 million, or 15% on a reported basis, to $54 million in the first quarter of 2025 (20.3% of segment sales) from $47 million (18.8% of segment sales) in the comparable 2024 period. The performance was primarily driven by distribution model changes and productivity gains.

Liquidity

Cash and Cash Equivalents

We had cash and cash equivalents of $650 million, inclusive of $37 million currently in Assets held for sale on the Consolidated Balance Sheets at March 31, 2025 compared to $471 million, inclusive of $2 million in Assets held for sale on the Consolidated Balance Sheets at December 31, 2024 and, of this balance, a majority was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the United States.

Effective utilization of the cash generated by our international operations is a critical component of our strategy. We regularly repatriate cash from our non-U.S. subsidiaries to fund financial obligations in the U.S. As we repatriate 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 March 31, 2025, we had a deferred tax liability of approximately $159 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects.

Cash Flows Provided By Operating Activities

Cash flows provided by operating activities for the three months ended March 31, 2025 was $127 million, or 4.5% of sales, compared to $99 million, or 3.4% of sales, for the three months ended March 31, 2024. The increase in cash flows from operating activities during 2025 was primarily driven by the decrease in working capital, largely related to accounts receivable and accounts payable, offset in part by accruals for incentive compensation and inventories, excluding the impact of non-cash adjustments.

Cash Flows Used In Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2025 was $157 million compared to $78 million in the prior year period. The increase in cash flows used in investing activities was primarily driven by higher spending on property, plant and equipment.

We have evaluated and re-prioritized our capital projects and expect that capital spending in 2025 will be approximately 6.5% of sales (net of potential grants and other reimbursements from government authorities), up from 4.0% in 2024.

Cash Flows Provided By Financing Activities

Cash flows provided by financing activities for the three months ended March 31, 2025 was $169 million compared to $40 million in the prior year period. The increase in cash flows provided by financing activities was primarily driven by a reduction in principal payments of debt and a reduction in cash dividends paid to shareholders, offset in part by lower net borrowings of commercial paper.

We paid dividends totaling $102 million in the 2025 period. We declared a cash dividend per share of $0.40 in the first quarter of 2025 that was paid on April 11, 2025 to all shareholders of record as of March 21, 2025.

Our capital allocation strategy is primarily focused on debt repayment to maintain our investment grade rating. We will also prioritize capital investment in our businesses to support the strategic long-term plans. We are also committed to maintaining our history of paying a dividend to investors, determined by our Board of Directors at its discretion, based on various factors.

Capital Resources

Operating cash flow provides the primary source of funds for capital investment needs, dividends paid to shareholders and debt service repayments. We anticipate that cash flows from operations, cash proceeds generated from planned business divestitures and availability under our existing credit facilities will be sufficient to meet our investing and financing needs, including our debt service requirements, for the foreseeable future. We regularly assess our capital structure, including both current and long-term debt instruments, as compared to our cash generation and investment needs in order to provide ample flexibility and to optimize our leverage ratios. See Note 13 for additional information.

Term Loans and Revolving Credit Facility

Our credit agreements contain various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed money to credit adjusted EBITDA in respect of the previous 12-month period.

Our Term Loans and Revolving Credit Facility bear interest at a base rate or 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 our public debt rating. Loans may be prepaid without premium or penalty, subject to customary breakage costs.

Based on the amendments entered into on September 19, 2023 for our Term Loans and Revolving Credit Facility, we were provided with a financial covenant relief period through December 31, 2025, or such earlier date on which we elect to terminate such period, by providing that during the financial covenant relief period, our consolidated leverage ratio shall not exceed as of the end of the fiscal quarter for the period of the four fiscal quarters then ended: (i) 5.25x for any fiscal quarter ending on or before March 31, 2024, (ii) 4.75x for the fiscal quarter ending June 30, 2024, (iii) 4.50x for the fiscal quarter ending September 30, 2024, (iv) 4.25x for any subsequent fiscal quarter ending on or before March 31, 2025, (v) 4.00x for any subsequent fiscal quarter ending on or before September 30, 2025 and (vi) 3.75x for the fiscal quarter ending December 31, 2025. During the financial covenant relief period, the amendments prohibit us 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 amendments to our Term Loans and Revolving Credit Facility), in each case subject to certain exceptions set forth therein.

As of March 31, 2025, we had no outstanding borrowings under our $2 billion Revolving Credit Facility. The amount that we are able to draw down under the Revolving Credit Facility is limited by financial covenants as described in more detail below. As of March 31, 2025, our available capacity was $711 million under the Revolving Credit Facility.

Refer to Note 13 of this Form 10-Q and Part IV, Item 15, “Exhibits and Financial Statement Schedules,” Note 14 of our 2024 Form 10-K for additional information.

Debt Covenants

At March 31, 2025, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At March 31, 2025, our net debt to credit adjusted EBITDA(1) ratio was 3.93 to 1.0 as defined by the credit facility agreements, which is below the relevant level provided by our financial covenants of existing outstanding debt.

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(1)Credit adjusted EBITDA and net debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to credit adjusted EBITDA and net debt used by other companies. Reconciliations of credit adjusted EBITDA to net loss and net debt to total debt are as follows:

(DOLLARS IN MILLIONS)			Twelve Months Ended March 31, 2025
Net loss			$	(835)
Interest expense			293
Income taxes			—
Depreciation and amortization			973
Specified items(1)			1,576
Non-cash items(2)			200
Credit Adjusted EBITDA			$	2,207

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(1)Specified items consisted of restructuring and other charges, impairment of goodwill, divestiture and integration costs, strategic initiatives costs, regulatory costs and other costs that are not related to recurring operations.

(2)Non-cash items consisted of losses (gains) on sale of assets and losses on business disposals, loss on assets classified as held for sale, pension settlement losses, and stock based compensation.

(DOLLARS IN MILLIONS)			March 31, 2025
Total debt(1)			$	9,319
Adjustments:
Cash and cash equivalents(2)			650
Net debt			$	8,669

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(1)Total debt used for the calculation of net debt consisted of short-term debt, long-term debt, short-term finance lease obligations and long-term finance lease obligations.

(2)Cash and cash equivalents included approximately $37 million currently in Assets held for sale on the Consolidated Balance Sheets.

Senior Notes

As of March 31, 2025, we had $8.515 billion aggregate principal amount outstanding in senior unsecured notes, with $865 million principal amount denominated in EUR and $7.650 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.22% per year to 5.12% per year, with maturities from October 1, 2025 to December 1, 2050. See Note 13 for additional information.

Contractual Obligations

We expect to contribute a total of $5 million to our U.S. pension plans and a total of $17 million to our non-U.S. pension plans during 2025. During the three months ended March 31, 2025, $4 million of contributions were made to the non-U.S. pension plans and $1 million of contributions were made with respect to the non-qualified U.S. pension plan. We also expect to make $4 million of payments to our postretirement benefits other than pension plans during 2025. During the three months ended March 31, 2025, $1 million of benefit payments were made to postretirement benefits other than pension plans.

As discussed in Note 17 to the Consolidated Financial Statements, at March 31, 2025, we had entered into various guarantees and had undrawn outstanding letters of credit from financial institutions. These arrangements reflect ongoing business operations, including commercial commitments, and governmental requirements associated with audits or litigation that are in process with various jurisdictions. Based on the current facts and circumstances, these arrangements are not reasonably likely to have a material impact on our consolidated financial condition, results of operations or cash flows.

New Accounting Standards

Refer to Note 1 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Non-GAAP Financial Measures

We use non-GAAP financial measures in this Form 10-Q, including: (i) comparable currency neutral metrics, (ii) adjusted operating EBITDA and comparable adjusted operating EBITDA, (iii) adjusted operating EBITDA margin, and (iv) net debt to credit adjusted EBITDA. We also provide the non-GAAP measure net debt solely for the purpose of providing information on the extent to which the Company is in compliance with debt covenants contained in its debt agreements. Our non-GAAP financial measures are defined below.

These non-GAAP financial measures are intended to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. In discussing our historical and expected future results and financial condition, we believe it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparable basis, financial amounts both including and excluding these identified items, as well as the impact of exchange rate fluctuations. These non-GAAP measures should not be considered in isolation or as substitutes for analysis of the Company’s results under GAAP and may not be comparable to other companies’ calculation of such metrics.

Currency Neutral metrics eliminate the effects that result from translating non-U.S. currencies to U.S. dollars. We calculate currency neutral numbers by translating current year invoiced sale amounts at the exchange rates used for the corresponding prior year period. We use currency neutral results in our analysis of segment performance. We also use currency neutral numbers when analyzing our performance against our competitors.

Comparable results for the first quarter exclude the impact of divestitures.

Adjusted operating EBITDA and adjusted operating EBITDA margin exclude depreciation and amortization, interest expense, other expense, net, and certain non-recurring or unusual items that are not part of recurring operations such as, impairment of goodwill, restructuring and other charges, divestiture and integration related costs, strategic initiatives costs, regulatory costs and other costs that are not related to recurring operations.

Net debt to credit adjusted EBITDA is the leverage ratio used in our credit agreements and defined as net debt (which is debt for borrowed money less cash and cash equivalents) divided by the trailing 12-month credit adjusted EBITDA. Credit adjusted EBITDA is defined as income (loss) before interest expense, income taxes, depreciation and amortization, specified items and non-cash items.

Cautionary Statement Under the Private Securities Litigation Reform Act of 1995

Statements in this Form 10-Q, which are not historical facts or information, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations, including those concerning (i) expected cash flow and availability of capital resources to fund our operations and meet our debt service requirements; (ii) our ability to execute on our strategic and financial transformation, including the progress and success of our portfolio optimization strategy, through non-core business divestitures and acquisitions, and expectations regarding the implementation of our refreshed growth-focused strategy and expectations around our business divestitures; (iii) our ability to continue to generate value for, and return cash to, our shareholders; (iv) expectations of the impact of inflationary pressures and the pricing actions to offset exposure to such impacts; (v) expectations regarding the impact of government actions including tariffs; (vi) the impact of high input costs, including commodities, raw materials, transportation and energy; (vii) the expected impact of global supply chain challenges; (viii) our ability to enhance our innovation efforts, drive cost efficiencies and execute on specific consumer trends and demands; (ix) the growth potential of the markets in which we operate, including the emerging markets; (x) expectations regarding sales and profit for the fiscal year 2025, including the impact of foreign exchange, pricing actions, raw materials, energy, and sourcing, logistics and manufacturing costs; (xi) the impact of global economic uncertainty and recessionary pressures on demand for consumer products; (xii) the success of our integration efforts, following acquisitions, including the acquisition of Frutarom and the N&B Transaction, and ability to deliver on our synergy commitments as well as future opportunities for the combined company; (xiii) our strategic investments in capacity and increasing inventory to drive improved profitability; (xiv) our ability to drive cost discipline measures and the ability to recover margin to pre-inflation levels; (xv) expected capital expenditures in 2025; and (xvi) the expected costs and benefits of our ongoing optimization of our manufacturing operations, including the expected number of closings. These forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “estimate”, “should”, “predict” and similar terms or variations thereof. Such forward-looking statements are based on a series of expectations, assumptions, estimates and projections about the Company, are not guarantees of future results or performance, and involve significant risks, uncertainties and other factors, including assumptions and projections, for all forward periods. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, the following:

• our substantial amount of indebtedness and its impact on our liquidity, credit rating and ability to return capital to its shareholders;

• our ability to successfully execute our strategic transformation;

• the impact of regulatory, consumer, and economic trends for consumer products;

• the impact of the outcomes of legal claims, disputes, regulatory investigations and litigation;

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

• inflationary trends, including in the price of our input costs, such as raw materials, transportation and energy;

• our ability to successfully manage our working capital and inventory balances;

• our ability to attract and retain key employees, and manage turnover of top executives;

• our ability to successfully market to our expanded and diverse customer base;

• our ability to effectively compete in our market and develop and introduce new products that meet customers’ needs;

• changes in demand from large multi-national customers due to increased competition and our ability to maintain “core list” status with customers;

• our ability to successfully develop innovative and cost-effective products that allow customers to achieve their own profitability expectations;

• the impact of a significant data breach or other disruption in our information technology systems;

• our ability to benefit from our investments and expansion in emerging markets;

• the impact of currency fluctuations or devaluations in the principal foreign markets in which we operate;

• economic, regulatory and political risks associated with our international operations;

• our ability to declare and pay dividends which is subject to certain considerations;

• our ability to react in a timely and cost-effective manner to changes in consumer preferences and demands, including increased awareness of health and wellness;

• our ability to meet increasing customer, consumer, shareholder and regulatory focus on sustainability;

• any impairment on our tangible or intangible long-lived assets;

• our ability to enter into or close strategic transactions or divestments, or successfully establish and manage acquisitions, collaborations, joint ventures or partnerships;

• changes in market conditions or governmental regulations relating to our pension and postretirement obligations;

• our ability to comply with, and the costs associated with compliance with, regulatory requirements and industry standards, including regarding product safety, quality, efficacy and environment impact;

• defects, quality issues (including product recalls), inadequate disclosure or misuse with respect to the products and capabilities;

• our ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws;

• the impact of our or our counterparties’ failure to comply with the U.S. Foreign Corrupt Practices Act, similar U.S. or foreign anti-bribery and anti-corruption laws and regulations, applicable sanctions or competition laws and regulations in the jurisdictions in which we operate or ethical business practices and related laws and regulations;

• our ability to protect our intellectual property rights;

• changes in business and operations related to the adoption of artificial intelligence;

• the impact of changes in federal, state, local and international tax legislation or policies and adverse results of tax audits, assessments, or disputes;

• the impact of any tax liability resulting from the N&B Transaction; and

• our ability to comply with data protection laws in the U.S. and abroad.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to Part I. Item 1A., Risk Factors, of our 2024 Form 10-K for additional information regarding factors that could affect our results of operations, financial condition and liquidity.

We intend our forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this report or included in our other periodic reports filed with the SEC could materially and adversely impact our operations and our future financial results.

Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report.

There are no material changes in market risk from the information provided in our 2024 Form 10-K, except for the cross currency swap agreements.

We use derivative instruments as part of our interest rate risk management strategy. We have entered into certain cross currency swap agreements in order to mitigate a portion of our net European investments from foreign currency risk. As of March 31, 2025, these swaps were in a liability position with an aggregate fair value of approximately $122 million. Based on a hypothetical decrease or increase of 10% in the value of the U.S. dollar against the Euro, the estimated fair value of our cross currency swaps would change by approximately $138 million. See Note 15 for additional information.

(a) Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

We have established controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

The Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

For information that updates the disclosures set forth under Part I, Item 3. “Legal Proceedings” in our 2024 Annual Report on Form 10-K, filed on February 28, 2025 with the SEC (the “2024 Form 10-K”), refer to Note 17 to the “Consolidated Financial Statements” in this Form 10-Q.

Refer to Part I, Item 1A, “Risk Factors,” of our 2024 Form 10-K and the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC. There have been no material changes with respect to the risk factors disclosed in our 2024 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “10b5-1 trading arrangement”) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

10.1						Separation and Transition Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 11, 2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 11, 2024.
10.2						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.
10.3						Letter Agreement between International Flavors & Fragrances Inc. and J. Erik Fyrwald, amended February 14, 2025.
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.
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
104						Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:						May 6, 2025			By:						/s/ J. Erik Fyrwald
															J. Erik Fyrwald
															Chief Executive Officer and Director (Principal Executive Officer)
Dated:						May 6, 2025			By:						/s/ Michael DeVeau
															Michael DeVeau
															Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Dated:						May 6, 2025			By:						/s/ Beril Yildiz
															Beril Yildiz
															Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)