International Flavors & Fragrances 10-Q 2026-03-31

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, 2026

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 28, 2026: 255,303,473

INTERNATIONAL FLAVORS & FRAGRANCES INC.

TABLE OF CONTENTS

						PAGE
			PART I - Financial Information
ITEM 1.			Financial Statements (Unaudited)
			Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - Three Months Ended March 31, 2026 and 2025			1
			Consolidated Balance Sheets - March 31, 2026 and December 31, 2025			2
			Consolidated Statements of Shareholders’ Equity - Three Months Ended March 31, 2026 and 2025			3
			Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025			4
			Notes to Consolidated Financial Statements			5
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk			36
ITEM 4.			Controls and Procedures			36
			PART II - Other Information
ITEM 1.			Legal Proceedings			37
ITEM 1A.			Risk Factors			37
ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
ITEM 5.			Other Information			37
ITEM 6.			Exhibits			37
Signatures						38

PART I. FINANCIAL INFORMATION

INTERNATIONAL FLAVORS & FRAGRANCES INC.

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

(Unaudited)

			Three Months Ended
			March 31,
(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2026						2025
Net sales			$	2,741					$	2,843
Cost of sales			1,723						1,808
Gross profit			1,018						1,035
Research and development expenses			166						164
Selling and administrative expenses			427						461
Amortization of acquisition-related intangibles			146						143
Impairment of goodwill			—						1,153
Restructuring and other charges			6						17
Operating profit (loss)			273						(903)
Interest expense			44						71
Losses on business disposals			7						—
Other expense, net			13						20
Income (loss) before taxes			209						(994)
Provision for income taxes			39						23
Net income (loss)			170						(1,017)
Net income attributable to non-controlling interests			1						1
Net income (loss) attributable to IFF shareholders			$	169					$	(1,018)
Net income (loss) per share - basic and diluted			$	0.66					$	(3.98)
Average number of shares outstanding - basic			256						256
Average number of shares outstanding - diluted			257						256
Statements of Comprehensive Income (Loss)
Net income (loss)			$	170					$	(1,017)
Other comprehensive (loss) income, after tax:
Foreign currency translation adjustments			(90)						404
Gains (losses) on derivatives qualifying as hedges			4						(1)
Pension and postretirement liability adjustment			5						1
Other comprehensive (loss) income			(81)						404
Comprehensive income (loss)			89						(613)
Comprehensive income attributable to non-controlling interests			1						1
Comprehensive income (loss) attributable to IFF shareholders			$	88					$	(614)

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, 2026						December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents			$	562					$	590
Trade receivables (net of allowances of $26 and $27, respectively)			1,830						1,731
Inventories			2,250						2,245
Assets held for sale			—						151
Prepaid expenses and other current assets			795						877
Total Current Assets			5,437						5,594
Property, plant and equipment, net			3,997						4,029
Goodwill			8,220						8,269
Other intangible assets, net			5,867						6,043
Operating lease right-of-use assets			572						579
Other assets			1,051						1,025
Total Assets			$	25,144					$	25,539
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt and current portion of long-term debt			$	1,078					$	1,254
Accounts payable			1,371						1,287
Accrued payroll and bonus			213						327
Dividends payable			102						102
Liabilities held for sale			—						44
Other current liabilities			881						919
Total Current Liabilities			3,645						3,933
Other Liabilities:
Long-term debt			4,739						4,740
Retirement liabilities			182						186
Deferred income taxes			1,353						1,379
Operating lease liabilities			524						533
Other liabilities			548						582
Total Other Liabilities			7,346						7,420
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, 2026 and December 31, 2025; and 255.2 and 255.7 shares outstanding as of March 31, 2026 and December 31, 2025, respectively			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 2025 Annual Report on Form 10-K, filed on February 27, 2026 with the SEC (“2025 Form 10-K”).

OVERVIEW

Company Background

We are organized into four reportable operating segments: Taste, Food Ingredients, Health & Biosciences, and Scent.

Our Taste segment consists of the development and production of a range of flavor compounds and natural taste solutions that are ultimately used by our customers in a diverse variety of products, including 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.). Taste also includes 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, artificial and plant-based specialty food ingredients that provide functional properties solutions for food and beverage products, as well as specialty soy 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, and 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, our portfolio includes cultures for use in fermented foods such as yogurt, cheese and fermented beverages, probiotic strains, 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, along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer intimacy. The Scent segment is comprised of Fragrance Compounds and Fragrance Ingredients.

We completed the divestiture of our Pharma Solutions disposal group, which included certain adjacent businesses, on May 1, 2025 and we divested our nitrocellulose business, which was within our Pharma Solutions segment, on May 9, 2025. Our former Pharma Solutions segment produced, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used in prescription and over-the-counter pharmaceuticals and dietary supplements.

Financial Performance Overview

Sales

Sales in the first quarter of 2026 decreased $102 million, or 4% on a reported basis, to $2.741 billion compared to $2.843 billion in the 2025 period. On a comparable currency neutral basis, sales in the first quarter of 2026 increased 3% compared to the 2025 period. Exchange rate variations had a favorable 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. Comparable portfolio results exclude the impact of divestitures of Soy Crush, Concentrates, and Lecithin business (the “SCL disposal group”), the Rene Laurent business in France, and the Pharma Solutions disposal group and Nitrocellulose business, which was approximately $289 million.

Gross Profit

Gross profit in the first quarter of 2026 decreased $17 million, or 2% on a reported basis, to $1.018 billion (37.1% of sales) compared to $1,035 million (36.4% of sales) in the 2025 period. The decrease in gross profit was primarily driven by the impacts of divestitures of $87 million, offset in part by the effect of exchange rates, volume increases and productivity gains.

RESULTS OF OPERATIONS

			Three Months Ended
			March 31,
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)			2026						2025						Change
Net sales			$	2,741					$	2,843					(4)		%
Cost of sales			1,723						1,808						(5)		%
Gross profit			1,018						1,035						(2)		%
Research and development (R&D) expenses			166						164						1		%
Selling and administrative (S&A) expenses			427						461						(7)		%
Amortization of acquisition-related intangibles			146						143						2		%
Impairment of goodwill			—						1,153						NMF
Restructuring and other charges			6						17						(65)		%
Operating profit (loss)			273						(903)						(130)		%
Interest expense			44						71						(38)		%
Losses on business disposals			7						—						NMF
Other expense, net			13						20						(35)		%
Income (loss) before taxes			209						(994)						(121)		%
Provision for income taxes			39						23						70		%
Net income (loss)			170						(1,017)						(117)		%
Net income attributable to non-controlling interests			1						1						—		%
Net income (loss) attributable to IFF shareholders			$	169					$	(1,018)					(117)		%
Net income (loss) per share - basic and diluted			$	0.66					$	(3.98)					(117)		%
Gross margin			37.1		%				36.4		%				70		bps
R&D as a percentage of sales			6.1		%				5.8		%				30		bps
S&A as a percentage of sales			15.6		%				16.2		%				(60)		bps
Operating margin			10.0		%				(31.8)		%				NMF
Adjusted Operating EBITDA margin			20.7		%				20.3		%				39		bps
Effective tax rate			18.7		%				(2.3)		%				NMF
Segment net sales
Taste			$	656					$	627					5		%
Food Ingredients			839						796						5		%
Health & Biosciences			595						540						10		%
Scent			651						614						6		%
Pharma Solutions			—						266						(100)		%
Consolidated			$	2,741					$	2,843

---

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.

FIRST QUARTER 2026 IN COMPARISON TO FIRST QUARTER 2025

Sales performance by segment was as follows:

			% Change in Sales - First Quarter 2026 vs. First Quarter 2025
			Reported						Currency Neutral**(1)**						Comparable Currency Neutral**(1)(2)**
Taste			5		%				1		%				2		%
Food Ingredients			5		%				1		%				3		%
Health & Biosciences			10		%				5		%				5		%
Scent			6		%				1		%				1		%
Pharma Solutions			-100		%				-100		%				—		%
Total			-4		%				-7		%				3		%

---

Comparable currency neutral reported performance by segment was as follows:

			Three Months Ended March 31,
			2026						2025
Net Sales
Taste			$	636					$	621
Food Ingredients			805						779
Health & Biosciences			567						540
Scent			622						614
Impact of Business Divestitures(1)			—						289
Impact of Currency Fluctuations(2)			111						—
Total			$	2,741					$	2,843

---

(1)Impact of business divestitures in 2025 includes results of the Rene Laurent business (divested December 1, 2025), the Pharma Solutions disposal group and Nitrocellulose business (divested May 1, 2025 and May 9, 2025, respectively), and the SCL disposal group (divested March 2, 2026).

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

Taste

Taste sales in 2026 increased $29 million, or 5% on a reported basis, to $656 million compared to $627 million in the prior year period. On a comparable currency neutral basis, Taste sales increased 2% in 2026 compared to the prior year period primarily driven by volume increases and favorable net pricing in the Flavors business unit. Exchange rate variations had a favorable impact of 4%. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with an impact of approximately $6 million.

Food Ingredients

Food Ingredients sales in 2026 increased $43 million, or 5% on a reported basis, to $839 million compared to $796 million in the prior year period. On a comparable currency neutral basis, Food Ingredients sales increased 3% in 2026 compared to the prior year period primarily driven by volume increases across nearly all business entities. Exchange rate variations had a favorable impact of 4%. Comparable portfolio results exclude the impact of the divestiture of the SCL disposal group with an impact of approximately $17 million.

Health & Biosciences

Health & Biosciences sales in 2026 increased $55 million, or 10% on a reported basis, to $595 million compared to $540 million in the prior year period. On a comparable currency neutral basis, Health & Biosciences sales increased 5% in 2026 compared to the prior year period driven by volume increases across various business units. Exchange rate variations had a favorable impact of 5%.

Scent

Scent sales in 2026 increased $37 million, or 6% on a reported basis, to $651 million compared to $614 million in the prior year period. On a comparable currency neutral basis, Scent sales increased 1% in 2026 compared to the prior year period primarily driven by volume increases in Fragrance Compounds. Exchange rate variations had a favorable impact of 5%.

Pharma Solutions

The Company completed the divestiture of the Pharma Solutions disposal group on May 1, 2025, and the Nitrocellulose business on May 9, 2025. Accordingly, there were no Pharma Solutions segment results reported for the first quarter of 2026.

Cost of Sales

Cost of sales decreased $85 million to $1.723 billion (62.9% of sales) in the first quarter of 2026 compared to $1.808 billion (63.6% of sales) in the first quarter of 2025. The decrease in cost of goods sold was primarily driven by divestitures, with an impact of approximately $202 million, offset in part by volume increases in sales.

Research and Developmen****t (R&D) Expenses

R&D expenses increased $2 million to $166 million (6.1% of sales) in the first quarter of 2026 compared to $164 million (5.8% of sales) in the first quarter of 2025. 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 divestitures, with an impact of approximately $5 million.

Selling and Administrative (S&A) Expenses

S&A expenses decreased $34 million to $427 million (15.6% of sales) in the first quarter of 2026 compared to $461 million (16.2% of sales) in the first quarter of 2025. The decrease in S&A expenses was primarily driven by lower consulting fees incurred in relation to business divestitures.

Restructuring and Other Charges

Restructuring and other charges decreased to $6 million in the first quarter of 2026 compared to $17 million in the first quarter of 2025. The decrease in 2026 was driven by a decrease in severance expense. Higher severance costs were incurred in the first quarter of 2025 at the beginning of the Productivity program. See Note 4 for additional information.

Amortization of Acquisition-Related Intangibles

Amortization expenses increased to $146 million in the first quarter of 2026 compared to $143 million in the first quarter of 2025. The increase in amortization expense was primarily driven by the impact of foreign currency exchange rates. See Note 11 for additional information.

Impairment of Goodwill

There was no impairment of goodwill in the first quarter of 2026 compared to $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 $44 million in the first quarter of 2026 compared to $71 million in the first quarter of 2025. The decrease in interest expense was due to lower debt outstanding. See Note 13 for additional information.

Losses on Business Disposals

Losses on business disposals were $7 million in the first quarter of 2026. The loss in 2026 was due to the SCL disposal group business divestiture. See Note 3 for additional information.

Other Expense, Net

Other expense, net, was $13 million in the first quarter of 2026 compared to $20 million in the first quarter of 2025. The decrease of $7 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 March 31, 2026 was 18.7% compared to (2.3)% for the three months ended March 31, 2025. The quarter-over-quarter increase was primarily due to a goodwill impairment charge in the prior year, the entity realignment project, business divestitures and 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 2026 vs. First Quarter 2025
			Reported**(1)**																		Comparable Currency Neutral Adjusted**(1)(2)(3)**
Taste			17		%																18		%
Food Ingredients			3		%																12		%
Health & Biosciences			11		%																7		%
Scent			3		%																-2		%
Pharma Solutions			-100		%																—		%
Total			-2		%																8		%

Comparable Currency Neutral Adjusted Operating EBITDA by segment was as follows:

			Three Months Ended March 31,
(DOLLARS IN MILLIONS)			2026						2025
Segment Adjusted Operating EBITDA:
Taste			$	148					$	125
Food Ingredients			121						108
Health & Biosciences			145						135
Scent			138						141
Impact of Business Divestitures(2)			—						69
Impact of Currency Fluctuations(3)			16						—
Total			568						578
Depreciation & Amortization			(246)						(236)
Interest Expense			(44)						(71)
Other Expense, net			(13)						(20)
Restructuring and Other Charges			(6)						(17)
Impairment of Goodwill			—						(1,153)
Losses on Business Disposals			(7)						—
Divestiture Costs			(24)						(51)
Strategic Initiatives Costs			(9)						(8)
Regulatory Costs			(10)						(11)
Other			—						(5)
Income (Loss) Before Taxes			$	209					$	(994)
Segment Adjusted Operating EBITDA margin:
Taste			23.3		%				20.1		%
Food Ingredients			15.0		%				13.9		%
Health & Biosciences			25.6		%				25.0		%
Scent			22.2		%				23.0		%
Consolidated			20.7		%				20.3		%

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

(2)Comparable portfolio results for 2025 exclude the impact of divestitures.

(3)Currency neutral amounts are calculated by translating current year transaction amounts at the exchange rates for the corresponding prior year period.

Following the completed divestitures of the Pharma Solutions group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, we retrospectively 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.

						For the Three Months Ended March 31, 2025
						Selling & Administrative Expenses						Total EBITDA Impact
Taste						$	3					$	(3)
Food Ingredients						4						(4)
Health & Biosciences						3						(3)
Scent						3						(3)
Total						$	13					$	(13)

Taste Segment Adjusted Operating EBITDA

Taste Segment Adjusted Operating EBITDA increased $22 million, or 17% on a reported basis, to $153 million in the first quarter of 2026 (23.3% of segment sales) from $131 million (20.9% of segment sales) in the comparable 2025 period. On a

comparable currency neutral basis, Taste Segment Adjusted Operating EBITDA increased 18% in 2026 compared to the prior year period led primarily by volume increases and productivity gains. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with an impact of approximately $3 million.

Food Ingredients Segment Adjusted Operating EBITDA

Food Ingredients Segment Adjusted Operating EBITDA increased $3 million, or 3% on a reported basis, to $114 million in the first quarter of 2026 (13.6% of segment sales) from $111 million (13.9% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Food Ingredients Adjusted Operating EBITDA increased 12% in 2026 compared to the prior year primarily driven by volume growth and productivity gains.

Health & Biosciences Segment Adjusted Operating EBITDA

Health & Biosciences Segment Adjusted Operating EBITDA increased $15 million, or 11% on a reported basis, to $153 million in the first quarter of 2026 (25.7% of segment sales) from $138 million (25.6% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Health & Biosciences Adjusted Operating EBITDA increased 7% in 2026. The performance was primarily driven by volume growth and productivity gains.

Scent Segment Adjusted Operating EBITDA

Scent Segment Adjusted Operating EBITDA increased $4 million, or 3% on a reported basis, to $148 million in the first quarter of 2026 (22.7% of segment sales) from $144 million (23.5% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Scent Segment Adjusted Operating EBITDA decreased 2% in 2026 compared to the prior year period as unfavorable net pricing more than offset volume increases in the Fragrance Compounds business unit and productivity gains.

Pharma Solutions Segment Adjusted Operating EBITDA

The Company completed the divestiture of its Pharma Solutions business on May 1, 2025, and its Nitrocellulose business on May 9, 2025. Accordingly, there are no Pharma Solutions segment results reported for the first quarter of 2026.

Liquidity

Cash and Cash Equivalents

We had cash and cash equivalents of $562 million on the Consolidated Balance Sheets at March 31, 2026 compared to $590 million on the Consolidated Balance Sheets at December 31, 2025 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, 2026, we had a deferred tax liability of approximately $176 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, 2026 was $257 million, or 9.4% of sales, compared to $127 million, or 4.5% of sales, for the three months ended March 31, 2025. The increase in cash flows from operating activities during 2026 was primarily driven by a smaller incentive compensation payout made in 2026 related to 2025 results compared to the prior year, and an increase in inventories in the prior year.

Cash Flows Provided By (Used in) Investing Activities

Cash flows provided by investing activities for the three months ended March 31, 2026 was $23 million compared to cash flows used in investing activities of $157 million in the prior year period. The increase in cash flows provided by investing activities was primarily driven by net proceeds received from business divestitures of $198 million during the three months ended March 31, 2026, including $105 million received from the divestiture of the SCL disposal group and $93 million received primarily from an earnout based on 2024 results in connection with the divestiture of the Pharma Solutions disposal group.

We have evaluated and re-prioritized our capital projects and expect that capital spending in 2026 will be approximately 6% of sales (net of potential grants and other reimbursements from government authorities), up from 5.5% in 2025.

Cash Flows Used In (Provided By) Financing Activities

Cash flows used in financing activities for the three months ended March 31, 2026 was $301 million compared to cash flows provided by financing activities of $169 million in the prior year period. The increase in cash flows used in financing activities was primarily driven by an increase in net repayments of commercial paper during the three months ended March 31, 2026, compared to net borrowings of commercial paper during the three months ended March 31, 2025. In addition, during 2026, we repurchased $35 million of common stock, as part of the share repurchase program that began on October 1, 2025.

We paid dividends totaling $102 million in each of the three months ended March 31, 2025 and 2026. We declared a cash dividend per share of $0.40 in the first quarter of 2026 that was paid on April 10, 2026 to all shareholders of record as of March 20, 2026.

Our capital allocation strategy seeks to maintain investment grade ratings while investing in the business, continuing to pay dividends, repurchasing outstanding shares and repaying debt. 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 Revolving 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 March 31, 2026, 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, 2026, 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 2025 Form 10-K for additional information.

Debt Covenants

At March 31, 2026, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At March 31, 2026, our net debt to credit adjusted EBITDA(1) ratio was 2.53 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, 2026
Net loss			$	815
Interest expense			202
Income taxes			(24)
Depreciation and amortization			972
Specified items(1)			(178)
Non-cash items(2)			307
Credit Adjusted EBITDA			$	2,094

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

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

(DOLLARS IN MILLIONS)			March 31, 2026
Total debt(1)			$	5,850
Adjustments:
Cash and cash equivalents			562
Net debt			$	5,288

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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.

Senior Notes

As of March 31, 2026, we had $5.621 billion aggregate principal amount outstanding in senior unsecured notes, with $924 million principal amount denominated in EUR and $4.697 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.56% per year to 5.12% per year, with maturities from September 25, 2026 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 2026. During the three months ended March 31, 2026, $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 2026. During the three months ended March 31, 2026, $2 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, 2026, 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, comparable currency neutral 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 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

This Form 10-Q includes statements that are not historical facts and 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 with respect to our financial and operational outlook (sales, adjusted operating EBITDA and cash flow), portfolio optimization initiatives (including the ongoing sale process for our Food Ingredients division), pricing, productivity and cost-discipline actions, capital allocation, future operations, growth potential, strategic investments and the expected effects of foreign exchange. These statements reflect management’s present views, are based on a series of expectations, assumptions estimates and projections about the Company, are subject to change, and involve uncertainties that could cause actual results to differ materially. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “will”, “would”, “estimate”, “should”, “predict”, “plan”, “project”, “could”, “potential”, “seek”, “target”, “continue”, “future”, and similar terms or variations thereof. These statements are not guarantees of future performance and are subject to risks and uncertainties that could lead to materially different outcomes. Such risks, uncertainties and other factors include, among others, the following:

• demand trends, competitive dynamics and customer concentration in our end markets;

• execution of our strategic transformation and other strategic transactions, divestitures, acquisitions, collaborations and joint ventures;

• working capital and inventory management;

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

• tariffs and trade actions, supply chain disruptions and macro events, including geopolitical developments, climate events, natural disasters, public health crises; volatility in input costs (such as raw materials, transportation and energy);

• attraction, retention and turnover of key employees and executives; product innovation, time-to-market, product safety and quality;

• cybersecurity incidents, artificial intelligence related risks, data privacy and compliance with data protection laws;

• exposure to emerging markets, foreign currency fluctuations and international regulatory and political risks;

• capital allocation, dividend policy and potential impairments of tangible or intangible assets; our indebtedness, credit rating, liquidity, and access to capital;

• pension and postretirement obligations;

• compliance with federal, state, local and international rules and regulations, and regulatory, environmental, anti-corruption and sanctions laws and related ethical business practices;

• protection and enforcement of intellectual property;

• changes in tax laws and policies, tax audits and outcomes, including potential tax liabilities related to prior transactions; and changes in federal, state, local and international rules and regulations.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. Important factors are described under “Risk Factors” of our 2025 Form 10-K and in our subsequent filings with the SEC.

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, whether as a result of new information, future events or otherwise. 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 2025 Form 10-K, except as described below with respect to 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, 2026, these swaps were in a net liability position with an aggregate fair value of approximately $186 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 $206 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, 2026 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 2025 Annual Report on Form 10-K, filed on February 27, 2026 with the SEC (the “2025 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 2025 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 2025 Form 10-K.

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

The following information summarizes information with respect to the Company’s purchase of its common stock during the three months ended March 31, 2026, reported on a settlement date basis.

Period			Total number of shares purchased						Average price paid per share						Total number of shares purchased as part of publicly announced plans or programs**(1)**						Approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** (Dollars in Millions)
January 1-31, 2026			171,101						$	70.11					171,101						$	450
February 1-28, 2026			131,792						76.88						131,792						440
March 1-31, 2026			178,085						71.85						178,085						427
Total			480,978						$	72.61					480,978						$	427

(1)As announced on August 5, 2025, our Board of Directors authorized a repurchase plan of up to $500 million of common stock. The program began on October 1, 2025 and does not have a specified term of termination date. Subject to market conditions, we expect to repurchase all shares under this authorization, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 under the Exchange Act, and in block trades, or a combination of the foregoing.

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2026, 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						Fourth Amended and Restated Credit Agreement, dated as of June 25, 2025, by and among the Registrant, as borrower, the lenders signatory thereto, and Citibank, N.A., as administrative agent.
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 5, 2026			By:						/s/ J. Erik Fyrwald
															J. Erik Fyrwald
															Chief Executive Officer and Director (Principal Executive Officer)
Dated:						May 5, 2026			By:						/s/ Michael DeVeau
															Michael DeVeau
															Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Dated:						May 5, 2026			By:						/s/ Marc Birenkrant
															Marc Birenkrant
															Controller & Chief Accounting Officer (Principal Accounting Officer)