Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

(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 products for application in food, beverage, health & biosciences, scent (and pharmaceuticals, until the recent sale of the Pharma Solutions disposal group), as well as complementary adjacent products, including natural health ingredients, all of which are used in a wide variety of consumer and end-use 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, bio-fuel, 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 and Probiotics categories, among others.

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. Food 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 produced, 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 closed on May 9, 2025. See Note 3 for additional information. As of June 30, 2025, there is no remaining business in the Pharma Solutions reportable operating segment.

Financial Performance Overview

Sales

Sales in the second quarter of 2025 decreased $125 million, or 4% on a reported basis, to $2.764 billion compared to $2.889 billion in the 2024 period. On a currency neutral basis, sales in the second quarter of 2025 decreased 4% compared to the 2024 period as exchange rate variations were flat. 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. The decrease in currency neutral sales was primarily driven by the divestiture impacts of approximately $193 million from the sale of the Pharma Solutions disposal group, Nitrocellulose disposal group, and Flavors & Essences UK (“F&E UK”) (“change in business portfolio mix due to divestitures”), offset in part by volume increases across all segments.

Gross Profit

Gross profit in the second quarter of 2025 decreased $38 million, or 4%, to $1.030 billion (37.3% of sales) compared to $1,068 million (37.0% of sales) in the 2024 period. The decrease in gross profit was primarily driven by the change in business portfolio mix due to divestitures, offset in part by volume increases and productivity gains.

RESULTS OF OPERATIONS

Three Months EndedSix Months Ended
June 30,June 30,
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)20252024Change20252024Change
Net sales$2,764$2,889(4)%$5,607$5,788(3)%
Cost of sales1,7341,821(5)%3,5423,696(4)%
Gross profit1,0301,068(4)%2,0652,092(1)%
Research and development (R&D) expenses1821735%3463392%
Selling and administrative (S&A) expenses483493(2)%944983(4)%
Amortization of acquisition-related intangibles145153(5)%288321(10)%
Impairment of goodwill—64(100)%1,15364NMF
Restructuring and other charges212NMF385NMF
Losses (gains) on sale of assets1(8)(113)%1(10)(110)%
Operating profit (loss)1981914%(705)390(281)%
Interest expense6179(23)%132162(19)%
Gain on extinguishment of debt(488)—NMF(488)—NMF
Losses (gains) on business disposals81(368)(122)%81(368)(122)%
Loss on assets classified as held for sale—282(100)%—282(100)%
Other expense, net1015(33)%301688%
Income (loss) before income taxes534183192%(460)298(254)%
(Benefit) provision for income taxes(78)11NMF(55)65(185)%
Net income (loss)$612$172256%$(405)$233(274)%
Net income attributable to non-controlling interests—2(100)%13(67)%
Net income (loss) attributable to IFF shareholders$612$170260%$(406)$230(277)%
Net income (loss) per share - diluted$2.38$0.66261%$(1.59)$0.90(277)%
Gross margin37.3%37.0%30bps36.8%36.1%70bps
R&D as a percentage of sales6.6%6.0%60bps6.2%5.9%30bps
S&A as a percentage of sales17.5%17.1%40bps16.8%17.0%(20)bps
Operating margin7.2%6.6%60bps(12.6)%6.7%NMF
Effective tax rate(14.6)%6.0%NMF12.0%21.8%NMF
Segment net sales
Taste$631$6103%$1,258$1,2292%
Food Ingredients850847—%1,6461,703(3)%
Health & Biosciences5775564%1,1171,0853%
Scent603603—%1,2171,248(2)%
Pharma Solutions103273(62)%369523(29)%
Consolidated$2,764$2,889$5,607$5,788

NMF: Not meaningful

Cost of sales 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.

SECOND QUARTER 2025 IN COMPARISON TO SECOND QUARTER 2024

Sales performance by segment was as follows:

% Change in Sales - Second Quarter 2025 vs. Second Quarter 2024
ReportedCurrency Neutral**(1)**Comparable Currency Neutral**(1)(2)**
Taste3%4%6%
Food Ingredients0%1%1%
Health & Biosciences4%4%4%
Scent0%1%1%
Pharma Solutions-62%-62%21%
Total-4%-4%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 June 30,
20252024
Net Sales
Taste$631$603
Food Ingredients850847
Health & Biosciences577556
Scent603603
Pharma Solutions10387
Impact of Business Divestitures(1)—193
Total$2,764$2,889

(1)Impact of business divestitures includes the results of the F&E UK business that was divested on September 1, 2024 (for the 3 months ended June 30, 2024), and the Pharma Solutions disposal group and Nitrocellulose business that were divested on May 1, 2025 and May 9, 2025, respectively (for May and June 2024).

Taste

Taste sales in 2025 increased $21 million, or 3% on a reported basis, to $631 million compared to $610 million in the prior year period. On a currency neutral basis, Taste sales increased 4% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. On a comparable basis, currency neutral sales increased 6%, driven by volume and price increases. Comparable portfolio results exclude the impact of the divestiture of the F&E UK business with a sales impact of approximately $7 million.

Food Ingredients

Food Ingredients sales in 2025 remained flat at $850 million compared to $847 million in the prior year period. On a currency neutral basis, Food Ingredients sales increased 1% 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 slight volume increases within the Inclusions, and Emulsifiers and Texturants business units.

Health & Biosciences

Health & Biosciences sales in 2025 increased $21 million, or 4% on a reported basis, to $577 million compared to $556 million in the prior year period. On a currency neutral basis, Health & Biosciences sales increased 4% in 2025 compared to the prior year period as exchange rate variations were flat. Performance in the Health & Biosciences operating segment was driven by volume increases across various business units.

Scent

Scent sales in 2025 remained flat at $603 million compared to $603 million in the prior year period. On a currency neutral basis, Scent sales increased 1% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Scent operating segment was driven by volume and price increases in Fine Fragrances and Consumer Fragrances offset by volume decreases in Fragrance Ingredients.

Pharma Solutions

Pharma Solutions sales in 2025 decreased to $103 million, or by 62%, compared to $273 million in the prior year period. On a currency neutral basis, Pharma Solutions sales decreased 62% in 2025 compared to the prior year as exchange rate variations were flat. This comparison reflects a full quarter of contributions from the Pharma Solutions disposal group and Nitrocellulose business in 2024, whereas 2025 includes only one month of activity prior to the divestitures, contributing significantly to the year-over-year decline. On a comparable basis only including one month for both periods, currency neutral sales increased 21% driven by volume and price increases. The sales impact of the divestitures of the Pharma Solutions disposal group and Nitrocellulose disposal group was approximately $186 million.

Cost of Sales

Cost of sales sold decreased $87 million to $1.734 billion (62.7% of sales) in the second quarter of 2025 compared to $1.821 billion (63.0% of sales) in the second quarter of 2024. The decrease in cost of sales was primarily driven the change in business portfolio mix due to divestitures, with an impact of approximately $130 million and by lower input costs and manufacturing expenses, lower unfavorable manufacturing absorption compared to the prior year period, offset in part by volume increases in sales.

Research and Development (“R&D”) Expenses

R&D expenses increased $9 million to $182 million (6.6% of sales) in the second quarter of 2025 compared to $173 million (6.0% of sales) in the second quarter of 2024. The increase in R&D expenses was primarily driven by an increase in employee related costs and operating expenses for R&D related activities, offset by the change in business portfolio mix due to divestitures, with an impact of approximately $8 million.

Selling and Administrative (“S&A”) Expenses

S&A expenses decreased $10 million to $483 million (17.5% of sales) in the second quarter of 2025 compared to $493 million (17.1% of sales) in the second quarter of 2024. The decrease in S&A expenses was primarily driven by lower consulting fees incurred in relation to business divestitures, offset by the provision for the anticipated class action settlements related to the fragrance business.

Amortization of Acquisition-Related Intangibles

Amortization expenses decreased to $145 million in the second quarter of 2025 compared to $153 million in the second 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 for additional information.

Impairment of Goodwill

There was no impairment in the second quarter of 2025 compared to $64 million of impairment in the second quarter of 2024, related to the Pharma Solutions disposal group. See Note 3 for additional information.

Restructuring and Other Charges

Restructuring and other charges increased to $21 million in the second quarter of 2025 compared to $2 million in the second quarter of 2024. The increase was driven by higher severance costs incurred as part of the IFF Productivity Program. See Note 4 for additional information.

Interest Expense

Interest expense decreased to $61 million in the second quarter of 2025 compared to $79 million in the second quarter of 2024. The decrease in interest expense was due to lower debt outstanding. See Note 13 for additional information.

Gain on Extinguishment of Debt

Gain on extinguishment of debt was $488 million in the second quarter of 2025 due to the repurchase of approximately $2.5 billion of notes for approximately $2.0 billion in cash, using the proceeds from the divestitures. See Note 13 for additional information.

Losses (Gains) on Business Disposals

Losses (Gains) on business disposals was $81 million in the second quarter of 2025 compared to $(368) million in the second quarter of 2024. The net loss in 2025 was primarily driven by the Pharma Solutions disposal group and Nitrocellulose business divestitures, while the gain recognized in 2024 related to the Cosmetic Ingredients business divestiture. See Note 3 for additional information.

Loss on Assets Classified as Held for Sale

There was no loss on assets classified as held for sale in the second quarter of 2025 compared to $282 million in the second quarter of 2024, related to the Pharma Solutions disposal group. See Note 3 for additional information.

Other Expense, Net

Other expense, net, decreased to $10 million in the second quarter of 2025 compared to $15 million in the second quarter of 2024. The decrease of $5 million was primarily due to lower foreign exchange losses. See Note 8 for additional information.

Income Taxes

The effective tax rate for the three months ended June 30, 2025 decreased to (14.6)% compared to 6.0% for the three months ended June 30, 2024. The decrease was primarily driven by the tax benefit resulting from the entity realignment project, partially offset by the impact of business divestitures and changes in the mix of earnings following the divestitures.

Segment Adjusted Operating EBITDA Results by Business Unit

The Company uses Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. Segment Adjusted Operating EBITDA is defined as 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 - Second Quarter 2025 vs. Second Quarter 2024
ReportedComparable Adjusted**(1)(2)**
Taste-2%2%
Food Ingredients14%16%
Health & Biosciences0%1%
Scent-9%-8%
Pharma Solutions-62%0%
Total-6%2%

(1)Refer to Note 6 for a reconciliation of Adjusted Operating EBITDA to Income (Loss) 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 June 30,
(DOLLARS IN MILLIONS)20252024
Segment Adjusted Operating EBITDA:
Taste$125$123
Food Ingredients124107
Health & Biosciences151149
Scent130141
Pharma Solutions2222
Impact of Business Divestitures—46
Total552588
Depreciation & Amortization(242)(246)
Interest Expense(61)(79)
Other Expense, net(10)(15)
Restructuring and Other Charges(21)(2)
Impairment of Goodwill—(64)
Gains (Losses) on Business Disposals(81)368
Loss on Assets Classified as Held for Sale—(282)
Divestiture and Integration Costs(26)(59)
Strategic Initiatives Costs(6)(12)
Regulatory Costs(53)(19)
Gain on Debt Extinguishment488—
Entity Realignment Costs(4)(2)
Other(2)7
Income (Loss) Before Taxes$534$183
Segment Adjusted Operating EBITDA margin:
Taste19.8%20.4%
Food Ingredients14.6%12.6%
Health & Biosciences26.2%26.8%
Scent21.6%23.4%
Pharma Solutions21.4%25.3%
Consolidated20.0%20.4%

Following the completed divestitures of the Pharma Solutions disposal group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, the Company reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Food Ingredients, Health & Biosciences, and Scent segments for comparability purposes.

Three Months Ended June 30, 2024
Selling & Administrative ExpensesResearch & Development ExpensesTotal EBITDA Impact
Taste$2$—$(2)
Food Ingredients2—(2)
Health & Biosciences11(2)
Scent11(2)
Total$6$2$(8)

Taste Segment Adjusted Operating EBITDA

Taste Segment Adjusted Operating EBITDA decreased $2 million, or 2% on a reported basis, to $125 million in the second quarter of 2025 (19.8% of segment sales) from $127 million (20.8% of segment sales) in the comparable 2024 period. On a currency neutral basis, Taste Segment Adjusted Operating EBITDA was flat in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The decrease was primarily driven by the impact of the divestiture of the F&E UK business of approximately $4 million, offset by volume increases and favorable net pricing.

Food Ingredients Segment Adjusted Operating EBITDA

Food Ingredients Segment Adjusted Operating EBITDA increased $15 million, or 14% on a reported basis, to $124 million in the second quarter of 2025 (14.6% of segment sales) from $109 million (12.9% of segment sales) in the comparable 2024 period. The performance was primarily driven by volume increases, favorable net pricing and productivity gains.

Health & Biosciences Segment Adjusted Operating EBITDA

Health & Biosciences Segment Adjusted Operating EBITDA remained flat on a reported basis, at $151 million in the second quarter of 2025 (26.2% of segment sales) and in the comparable 2024 period (27.2% of segment sales). On a currency neutral basis, Health & Biosciences Segment Adjusted Operating EBITDA increased 2% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by volume increases and productivity gains.

Scent Segment Adjusted Operating EBITDA

Scent Segment Adjusted Operating EBITDA decreased $13 million, or 9% on reported basis, to $130 million in the second quarter of 2025 (21.6% of segment sales) from $143 million (23.7% of segment sales) in the comparable 2024 period. On a currency neutral basis, Scent Segment Adjusted Operating EBITDA decreased 3% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by unfavorable net pricing.

Pharma Solutions Segment Adjusted Operating EBITDA

Pharma Solutions Segment Adjusted Operating EBITDA decreased $36 million, or 62% on a reported basis, to $22 million in the second quarter of 2025 (21.4% of segment sales) from $58 million (21.2% of segment sales) in the comparable 2024 period. On a currency neutral basis, Pharma Solutions Segment Adjusted Operating EBITDA decreased 60% in 2025 compared to the prior year period as exchange rate variations had a favorable impact. The decrease was primarily driven by the divestitures of the Pharma Solutions disposal group and Nitrocellulose business with an Adjusted Operating EBITDA impact of approximately $36 million. This comparison reflects a full quarter of contributions from both businesses in 2024, whereas 2025 includes only one month of activity prior to the divestitures, contributing significantly to the year-over-year decline.

FIRST SIX MONTHS 2025 IN COMPARISON TO FIRST SIX MONTHS 2024

Sales

Sales for the first six months of 2025 decreased $181 million, or 3% on a reported basis, to $5.607 billion compared to $5.788 billion in the 2024 period. On a currency neutral basis, sales for the first six months of 2025 decreased 1% compared to the 2024 period. Exchange rate variations had a unfavorable impact on net sales in the first six months of 2025 of 2%. 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. In addition, the decrease in sales was primarily driven by the change in business portfolio mix due to divestitures which was approximately $224 million, offset in part by volume increases across various business lines.

Sales Performance by Segment

% Change in Sales - First Six Months 2025 vs. First Six Months 2024
ReportedCurrency Neutral**(1)**Comparable Currency Neutral**(1)(2)**
Taste2%5%6%
Food Ingredients-3%-2%-2%
Health & Biosciences3%4%4%
Scent-2%0%3%
Pharma Solutions-29%-28%12%
Total-3%-1%3%

(1)Currency neutral sales is 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:

Six Months Ended June 30,
20252024
Net Sales
Taste$1,258$1,218
Food Ingredients1,6461,703
Health & Biosciences1,1171,085
Scent1,2171,221
Pharma Solutions369337
Impact of Business Divestitures(1)—224
Total$5,607$5,788

(1)Impact of business divestitures includes the results of the F&E UK business that was divested on September 1, 2024 (for the 6 months ended June 30, 2024), and the Pharma Solutions disposal group and Nitrocellulose business that were divested on May 1, 2025 and May 9, 2025, respectively (for May and June 2024).

Taste

Taste sales in 2025 increased $29 million, or 2% on a reported basis, to $1.258 billion compared to $1.229 billion in the prior year period. On a currency neutral basis, Taste sales increased 5% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Taste operating segment was driven by price and volume increases across all business units.

Food Ingredients

Food Ingredients sales in 2025 decreased $57 million, or 3% on a reported basis, to $1.646 billion compared to $1.703 billion in the prior year period. On a currency neutral basis, Food Ingredients sales decreased 2% in 2025 compared to the prior year period as exchange rates variations had an unfavorable impact. Performance in the Food Ingredients operating segment was primarily driven by volume decreases within the Protein Solutions business unit offset by volume increases within the Inclusions business unit.

Health & Biosciences

Health & Biosciences sales in 2025 increased $32 million, or 3% on a reported basis, to $1.117 billion compared to $1.085 billion in the prior year period. On a currency neutral basis, Health & Biosciences sales increased 4% 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 price and volume increases across all business units.

Scent

Scent sales in 2025 decreased $31 million, or 2% on a reported basis, to $1.217 billion compared to $1.248 billion 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. Performance in the Scent operating segment was driven by price increases in the Fragrance Compounds business unit and volume increases across all business lines, offset in part by the divestiture of the Cosmetic Ingredients business, with a sales impact of approximately $27 million.

Pharma Solutions

Pharma Solutions sales in 2025 decreased $154 million, or 29% on a reported basis, to $369 million compared to $523 million in the prior year period. On a currency neutral basis, Pharma Solutions sales decreased 28% in 2025 compared to the prior year period as the impact of exchange rate variations was flat. This comparison reflects six months of contributions from both businesses in 2024, whereas 2025 includes only four months of activity prior to the divestitures, contributing significantly to the year-over-year decline. On a comparable basis only including four months for both periods, currency neutral sales increased 12% driven by volume and price increases. The sales impact of divestitures of the Pharma Solutions disposal group and Nitrocellulose disposal group was approximately $186 million.

Cost of sales

Cost of sales decreased $154 million to $3.542 billion (63.2% of sales) in the first six months of 2025 compared to $3.696 billion (63.9% of sales) in the 2024 period. The decrease in cost of sales was primarily driven by the change in business portfolio mix due to divestitures which was approximately $140 million.

Research and Development (“R&D”) Expenses

R&D expenses increased $7 million to $346 million (6.2% of sales) in the first six months of 2025 compared to $339 million (5.9% of sales) in the 2024 period. The increase in R&D expenses was primarily driven by an increase in employee related costs and operating expenses for R&D related activities, offset the change in business portfolio mix due to divestitures, with an impact of approximately $14 million.

Selling and Administrative (“S&A”) Expenses

S&A expenses decreased $39 million to $944 million (16.8% of sales) in the first six months of 2025 compared to $983 million (17.0% of sales) in the 2024 period. The decrease in S&A expenses was primarily driven by lower consulting fees incurred in relation to business divestitures, offset by the provision for the anticipated class action settlements related to the Fragrance businesses.

Amortization of Acquisition-Related Intangibles

Amortization expenses decreased to $288 million in the first six months of 2025 compared to $321 million in the 2024 period. 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 for additional information.

Impairment of Goodwill

The impairment of goodwill was $1.153 billion in the first six months of 2025 compared to $64 million in the 2024 period. The 2025 impairment of goodwill was related to the Food Ingredients reporting unit, and the 2024 impairment of goodwill was related to the Pharma Solutions disposal group. See Note 3 for additional information.

Restructuring and Other Charges

Restructuring and other charges increased to $38 million in the first six months of 2025 compared to $5 million in the 2024 period. The increase was driven by higher severance costs incurred as part of the IFF Productivity Program in 2025. See Note 4 for additional information.

Interest Expense

Interest expense decreased to $132 million in the first six months of 2025 compared to $162 million in the 2024 period. The decrease in interest expense was due to lower debt outstanding. See Note 13 for additional information.

Gain on Extinguishment of Debt

Gain on extinguishment of debt was $488 million in the second quarter of 2025 due to the repurchase of approximately $2.5 billion of notes for approximately $2 billion in cash, using the proceeds from the divestitures. See Note 13 for additional information.

Losses (Gains) on Business Disposals

Losses (gains) on business disposals was $81 million in the first six months of 2025 compared to $(368) million in the 2024 period. The net loss in 2025 was primarily driven by the Pharma Solutions disposal group and Nitrocellulose business divestitures, while the gain recognized in 2024 related to the Cosmetic Ingredients business divestiture. See Note 3 for additional information.

Loss on Assets Classified as Held for Sale

There was no loss on assets classified as held for sale in the first six months of 2025 compared to $282 million in the second quarter of 2024, related to the Pharma Solutions disposal group. See Note 3 for additional information.

Other Expense, Net

Other expense, net, was $30 million in the first six months of 2025 compared to $16 million in the 2024 period. The change of $14 million was primarily due to increased foreign exchange losses, offset in part by decreased pension-related benefit. See Note 8 for additional information.

Income Taxes

The effective tax rate for the six months ended June 30, 2025 was 12.0% compared to 21.8% for the six months ended June 30, 2024. The decrease was primarily driven by the tax benefit resulting from the entity realignment project, partially offset by the impact of business divestitures and changes in the mix of earnings following the divestitures.

Segment Adjusted Operating EBITDA Results by Business Unit

The Company uses Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. Segment Adjusted Operating EBITDA is defined as 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 Six Months 2025 vs. First Six Months 2024
ReportedComparable Adjusted**(1)(2)**
Taste5%8%
Food Ingredients8%9%
Health & Biosciences—%1%
Scent-12%-7%
Pharma Solutions-28%10%
Total-3%2%

(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 segments was as follows:

Six Months Ended June 30,
(DOLLARS IN MILLIONS)20252024
Segment Adjusted Operating EBITDA:
Taste$256$238
Food Ingredients235215
Health & Biosciences289287
Scent274295
Pharma Solutions7669
Impact of Business Divestitures—62
Total1,1301,166
Depreciation & Amortization(478)(524)
Interest Expense(132)(162)
Other Expense, net(30)(16)
Restructuring and Other Charges(38)(5)
Impairment of Goodwill(1,153)(64)
Gains (Losses) on Business Disposals(81)368
Loss on Assets Classified as Held for Sale—(282)
Divestiture and Integration Costs(77)(117)
Strategic Initiatives Costs(14)(16)
Gain on Debt Extinguishment488—
Entity Realignment Costs(5)(3)
Regulatory Costs(64)(54)
Other(6)7
Income (Loss) Before Taxes$(460)$298
Segment Adjusted Operating EBITDA margin:
Taste20.3%19.5%
Food Ingredients14.3%12.6%
Health & Biosciences25.9%26.5%
Scent22.5%24.2%
Pharma Solutions20.6%20.5%
Consolidated20.2%20.1%

Following the completed divestitures of the Pharma Solutions disposal group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, the Company reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Food Ingredients, Health & Biosciences, and Scent segments for comparability purposes.

Six Months Ended June 30, 2024
Selling & Administrative ExpensesResearch & Development ExpensesTotal EBITDA Impact
Taste$2$—$(2)
Food Ingredients2—(2)
Health & Biosciences11(2)
Scent11(2)
Total$6$2$(8)

Taste Segment Adjusted Operating EBITDA

Taste Segment Adjusted Operating EBITDA increased $12 million, or 5% on a reported basis, to $256 million in the first six months of 2025 (20.3% of segment sales) from $244 million (19.9% of segment sales) in the comparable 2024 period. On a currency neutral basis, Taste Segment Adjusted Operating EBITDA increased 9% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by volume increases and productivity gains.

Food Ingredients Segment Adjusted Operating EBITDA

Food Ingredients Segment Adjusted Operating EBITDA increased $18 million, or 8% on a reported basis, to $235 million in the first six months of 2025 (14.3% of segment sales) from $217 million (12.7% of segment sales) in the comparable 2024 period. On a currency neutral basis, Food Ingredients Segment Adjusted Operating EBITDA increased 12% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by favorable net pricing, productivity gains and volume increases.

Health & Biosciences Segment Adjusted Operating EBITDA

Health & Biosciences Segment Adjusted Operating EBITDA remained flat on a reported basis, at $289 million in the first six months of 2025 (25.9% of segment sales) and in the comparable 2024 period (26.6% of segment sales). On a currency neutral basis, Health & Biosciences Segment Adjusted Operating EBITDA increased 2% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by productivity gains and volume increases.

Scent Segment Adjusted Operating EBITDA

Scent Segment Adjusted Operating EBITDA decreased $37 million, or 12% on a reported basis, to $274 million in the first six months of 2025 (22.5% of segment sales) from $311 million (24.9% of segment sales) in the comparable 2024 period. On a currency neutral basis, Scent Segment Adjusted Operating EBITDA decreased 4% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The performance was primarily driven by volume declines in Fragrance Ingredients, partially offset by strong performances in Fine Fragrances. Comparable portfolio results exclude the impact of the divestiture of the Cosmetic Ingredients business with an Adjusted Operating EBITDA impact of approximately $15 million.

Pharma Solutions Segment Adjusted Operating EBITDA

Pharma Solutions Segment Adjusted Operating EBITDA decreased $29 million, or 28% on a reported basis, to $76 million in the first six months of 2025 (20.6% of segment sales) from $105 million (20.1% of segment sales) in the comparable 2024 period. On a currency neutral basis, Pharma Solutions Segment Adjusted Operating EBITDA decreased 25% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. The decrease was primarily driven by the divestitures of the Pharma Solutions disposal group and Nitrocellulose business, with an Adjusted Operating EBITDA impact of approximately $36 million. This comparison reflects two full quarters of contributions from both businesses in 2024, whereas 2025 includes only four months of activity prior to the divestitures, contributing significantly to the year-over-year decline.

Liquidity

Cash and Cash Equivalents

We had cash and cash equivalents of $816 million at June 30, 2025 compared to $471 million, inclusive of $2 million in Assets held for sale on the Consolidated Balance Sheets, at December 31, 2024. A portion of this balance 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 June 30, 2025, we had a deferred tax liability of approximately $151 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 six months ended June 30, 2025 were $368 million, or 6.6% of sales, compared to $336 million, or 5.8% of sales, for the six months ended June 30, 2024. The increase in cash flows from operating activities during 2025 was primarily driven by the decrease in working capital, largely related to accounts receivables and accounts payable, and amounts collected for third parties which will be paid in the following quarter, offset in part by inventories, accruals for incentive compensation and higher cash earnings, excluding the impact of non-cash adjustments.

Cash Flows Provided By Investing Activities

Cash flows provided by investing activities for the six months ended June 30, 2025 were $2.541 billion compared to $664 million in the prior year period. The increase in cash flows provided by investing activities during 2025 was primarily driven by higher net proceeds received from the divestitures of the Pharma Solutions disposal group, Nitrocellulose business and the Tobacco Flavoring business in North America, offset in part 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 6.0% of sales (net of potential grants and other reimbursements from government authorities), up from approximately 4.0% in 2024.

Cash Flows Used In Financing Activities

Cash flows used in financing activities for the six months ended June 30, 2025 were $2.654 billion compared to $1.023 billion in the prior year period. The increase in cash flows used in financing activities was primarily driven by Company’s purchase for cash of certain of its outstanding series of Senior Notes for an aggregate purchase price, excluding accrued and unpaid interest, of $2.0 billion. During the six months ended June 30, 2025, the remaining borrowings under the 2026 Term Loan Facility were also repaid.

We paid dividends totaling $204 million in the 2025 period. We declared a cash dividend per share of $0.40 in the second quarter of 2025 that was paid on July 11, 2025 to all shareholders of record as of June 20, 2025.

Our capital allocation strategy seeks to maintain investment grade ratings while investing in the business, continuing to pay dividends, repurchasing shares outstanding and repaying debt. The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its senior unsecured debt. However, any downgrade in our credit rating may, depending on the extent of such downgrade, negatively impact our ability to raise additional debt capital, our liquidity and capital position, and may increase our cost of borrowing for new capital raises. In addition, our existing Revolving Credit Facility has pricing grids that are based on credit rating, such that our cost of borrowing may increase as our credit rating decreases. We make capital investments in our businesses to support our operational needs and strategic long-term plans. We are committed to maintaining our history of paying a dividend to investors which is 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.

Revolving Credit Facility

Our Revolving Credit Agreement contains 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 to credit adjusted EBITDA in respect of the previous 12-month period. Borrowings under the Revolving Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused borrowings.

On June 25, 2025, the Company, with its lenders, entered into the Fourth Amended and Restated Credit Agreement (Revolving Credit Agreement), which amended and restated the most recent Amendment No. 4 to the Third Amended and Restated Credit Agreement dated September 19, 2023. This amendment and restatement, among other things, extended the termination date to June 25, 2030, as well as removed the financial covenant relief period and associated restrictions.

The Fourth Amended and Restated Credit Agreement states that from the effective date through September 30, 2025, our net debt to credit adjusted EBITDA ratio shall not exceed 4.00x, and shall not exceed 3.75x thereafter, with a temporary step-up to 4.25x permitted for three fiscal quarters following an acquisition exceeding $500 million in paid consideration.

As of June 30, 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 June 30, 2025, our available capacity was $2 billion 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 June 30, 2025, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At June 30, 2025, our net debt to credit adjusted EBITDA(1) ratio was 2.47 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.

(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 June 30, 2025
Net loss$(393)
Interest expense275
Income taxes(89)
Depreciation and amortization969
Specified items(1)1,039
Non-cash items(2)383
Credit Adjusted EBITDA$2,184

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

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

(DOLLARS IN MILLIONS)June 30, 2025
Total debt(1)$6,213
Adjustments:
Cash and cash equivalents816
Net debt$5,397

(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.

Senior Notes

As of June 30, 2025, we had $6.140 billion aggregate principal amount outstanding in senior unsecured notes, with $943 million principal amount denominated in EUR and $5.197 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 $15 million to our non-U.S. pension plans during 2025. During the six months ended June 30, 2025, $7 million of contributions were made to the non-U.S. pension plans and $2 million of contributions were made with respect to the non-qualified U.S. pension plans. We also expect to contribute $4 million to our postretirement benefits other than pension plans during 2025. During the six months ended June 30, 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 June 30, 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 three months and six months ended June 30, 2024 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, gain on debt extinguishment, entity realignment 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 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.

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