filings.toolsItem 1. FINANCIAL STATEMENTS.
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Item 1. FINANCIAL STATEMENTS.
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 | 35 | |||||||||
| Capital in excess of par value | 19,932 | 19,918 | |||||||||
| Accumulated deficit | (3,350) | (3,417) | |||||||||
| Accumulated other comprehensive loss | (1,511) | (1,430) | |||||||||
| Treasury stock, at cost (20.5 and 20.0 shares as of March 31, 2026 and December 31, 2025, respectively) | (986) | (952) | |||||||||
| Total Shareholders’ Equity | 14,120 | 14,154 | |||||||||
| Non-controlling interests | 33 | 32 | |||||||||
| Total Shareholders’ Equity including Non-controlling interests | 14,153 | 14,186 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 25,144 | $ | 25,539 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| (DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS) | Common stock | Capital in excess of par value | Accumulated deficit | Accumulated other comprehensive (loss) income | Treasury stock | Non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Cost | Shares | Cost | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 275.7 | $ | 35 | $ | 19,917 | $ | (2,605) | $ | (2,527) | (20.0) | $ | (944) | $ | 35 | $ | 13,911 | |||||||||||||||||||||||||||||||||||||
| Net loss | (1,018) | 1 | (1,017) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 404 | 404 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared(1) | (102) | (102) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation, stock options, and SSARs | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units and awards | (4) | — | 1 | (3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 19 | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 275.7 | $ | 35 | $ | 19,932 | $ | (3,725) | $ | (2,123) | (20.0) | $ | (942) | $ | 36 | $ | 13,213 |
| (DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS) | Common stock | Capital in excess of par value | Retained earnings | Accumulated other comprehensive (loss) income | Treasury stock | Non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Cost | Shares | Cost | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | 275.7 | $ | 35 | $ | 19,918 | $ | (3,417) | $ | (1,430) | (20.0) | $ | (952) | $ | 32 | $ | 14,186 | |||||||||||||||||||||||||||||||||||||
| Net income | 169 | 1 | 170 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (81) | (81) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared(1) | (102) | (102) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation, stock options, and SSARs | (1) | — | 1 | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury share repurchases | (0.5) | (35) | (35) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units and awards | (1) | — | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 16 | 16 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | 275.7 | $ | 35 | $ | 19,932 | $ | (3,350) | $ | (1,511) | (20.5) | $ | (986) | $ | 33 | $ | 14,153 |
(1)Cash dividends declared per common share were $0.40 for each of the three months ended March 31, 2026 and 2025.
The accompanying notes are an integral part of these Consolidated Financial Statements.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 170 | $ | (1,017) | |||||||
| Adjustments to reconcile to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | 246 | 236 | |||||||||
| Deferred income taxes | (15) | (61) | |||||||||
| Losses on business disposals | 7 | — | |||||||||
| Stock-based compensation | 16 | 19 | |||||||||
| Pension contributions | (5) | (5) | |||||||||
| Impairment of goodwill | — | 1,153 | |||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Trade receivables | (107) | (116) | |||||||||
| Inventories | (33) | (92) | |||||||||
| Accounts payable | 176 | 154 | |||||||||
| Accruals for incentive compensation | (140) | (246) | |||||||||
| Other assets/liabilities, net | (58) | 102 | |||||||||
| Net cash provided by operating activities | 257 | 127 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant and equipment | (165) | (179) | |||||||||
| Net proceeds received from business disposals | 198 | — | |||||||||
| Cash (paid) received on foreign currency forward contracts | (10) | 22 | |||||||||
| Net cash provided by (used in) investing activities | 23 | (157) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash dividends paid to shareholders | (102) | (102) | |||||||||
| Net (repayments) borrowings of commercial paper (maturities less than three months) | (160) | 292 | |||||||||
| Principal payments of debt | — | (16) | |||||||||
| Purchases of treasury stock | (35) | — | |||||||||
| Other, net | (4) | (5) | |||||||||
| Net cash (used in) provided by financing activities | (301) | 169 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (7) | 40 | |||||||||
| Net change in cash and cash equivalents | (28) | 179 | |||||||||
| Cash and cash equivalents at beginning of year | 590 | 471 | |||||||||
| Cash and cash equivalents at end of period | $ | 562 | $ | 650 | |||||||
| Supplemental Disclosures: | |||||||||||
| Interest paid, net of amounts capitalized | $ | 28 | $ | 37 | |||||||
| Income taxes paid, net | 111 | 86 | |||||||||
| Accrued capital expenditures | 97 | 58 | |||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” “IFF,” the “Company,” “we,” “us” and “our”) is a leading creator and manufacturer of products for application in food, beverage, health & biosciences, scent (and pharmaceuticals, until the sale of our Pharma Solutions disposal group in May 2025), 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.
Basis of Presentation
The accompanying interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes included in our 2025 Annual Report on Form 10-K (“2025 Form 10-K”), filed on February 27, 2026 with the Securities and Exchange Commission (“SEC”).
The interim Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and with the rules and regulations for reporting on Form 10-Q, and are unaudited. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States of America have been condensed or omitted, if not materially different from the 2025 Form 10-K. The year-end balance sheet data included in this Form 10-Q was derived from the audited financial statements. In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim Consolidated Financial Statements, have been made.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. The Company uses estimates to assess expected credit losses on its financial assets, sales discounts, rebates and allowances, the recoverability of inventory, the realization of deferred tax assets, annual effective tax rate, the recoverability of long-lived assets, useful lives and impairment of tangible and intangible assets including goodwill, restructuring reserves, pension and postretirement benefit costs, fair value of equity compensation, and the amount of exposure from potential loss contingencies, among others. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the Combined Financial Statements in the period they are determined to be necessary. Inputs into the Company’s judgments and estimates take into account the ongoing global current events and macroeconomic environment on the Company’s critical and significant accounting estimates. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents reported in the Company’s balance sheet as of March 31, 2026, December 31, 2025, March 31, 2025 and December 31, 2024 were as follows:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 562 | $ | 590 | $ | 613 | $ | 469 | |||||||||||||||
| Cash and cash equivalents included in Assets held for sale | — | — | 37 | 2 | |||||||||||||||||||
| Cash and cash equivalents | $ | 562 | $ | 590 | $ | 650 | $ | 471 |
The Company had no restricted cash as of March 31, 2026 and December 31, 2025.
Accounts Receivable
The Company has various factoring agreements globally under which it can factor up to approximately $533 million of its trade receivables (“Company’s own factoring agreements”). In addition, the Company utilizes factoring agreements sponsored by certain customers. Under all of the arrangements, the Company sells the trade receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as sales of receivables. The applicable receivables are removed from the Company’s Consolidated Balance Sheets when the cash proceeds are received by the Company.
The Company sold a total of approximately $516 million and $413 million of receivables under the Company’s own factoring agreements and customer sponsored factoring agreements for the three months ended March 31, 2026 and 2025, respectively. The cost of participating in these programs was approximately $6 million for each of the three months ended March 31, 2026 and 2025. These costs are included as a component of interest expense. Although the Company’s own factoring agreements are non-recourse to the Company, the Company has continued responsibility to collect receivables on behalf of the sponsoring banks. Under these agreements, the Company sold approximately $402 million and $196 million of receivables for the three months ended March 31, 2026 and 2025, respectively. The outstanding principal amounts of receivables under the Company’s own factoring agreements amounted to approximately $394 million and $361 million as of March 31, 2026 and December 31, 2025, respectively. The proceeds from the sales of receivables are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.
Expected Credit Losses
As of March 31, 2026, the Company reported $1.830 billion of trade receivables, net of allowances of $26 million. Based on the aging analysis as of March 31, 2026, less than 1% of the Company’s accounts receivable were past due by over 365 days based on the payment terms of the invoice.
The following is a roll-forward of the Company’s allowances for bad debts for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | ||||||
| Balance at January 1 | $ | 27 | $ | 26 | ||||
| Allowances for bad debt expense | 1 | 1 | ||||||
| Write-offs | (2) | — | ||||||
| Foreign exchange | — | 1 | ||||||
| Balance at March 31 | $ | 26 | $ | 28 |
Inventories
Inventories are stated at the lower of cost (on a weighted-average basis) or net realizable value. The Company’s inventories consisted of the following:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Raw materials | $ | 737 | $ | 731 | |||||||
| Work in process | 462 | 454 | |||||||||
| Finished goods | 1,051 | 1,060 | |||||||||
| Total | $ | 2,250 | $ | 2,245 |
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company does not expect this guidance to have a significant impact on its Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are
designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832)”. The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduce two permitted approaches for asset-related grants: a deferred income approach or a cost accumulation approach. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its Consolidated Financial Statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09 to amend the guidance in “Derivatives and Hedging” (Topic 815). The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its Consolidated Financial Statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal use Software (Subtopic 350-40): Targeted improvements to the Accounting for Internal-use Software”. The ASU was issued to modernize the accounting for internal-use software by eliminating the accounting consideration of software project development stages and clarifying the threshold applied to begin capitalizing costs. This guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Public business entities are permitted to adopt the ASU prospectively or retrospectively. The Company is currently evaluating the impact of this guidance on its Consolidated Financial Statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company has adopted the ASU prospectively and has determined that there is no material impact of this guidance on its Consolidated Financial Statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU was issued to improve the disclosures about a public business entity’s expenses, primarily through disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Public business entities are permitted to adopt the ASU prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its Consolidated Financial Statements and related disclosures.
NOTE 2. NET INCOME (LOSS) PER SHARE
A reconciliation of the shares used in the computation of basic and diluted net income (loss) per share is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) | 2026 | 2025 | |||||||||||||||||||||
| Net Income (Loss) | |||||||||||||||||||||||
| Net income (loss) available to IFF shareholders | $ | 169 | $ | (1,018) | |||||||||||||||||||
| Shares | |||||||||||||||||||||||
| Weighted average common shares outstanding (basic) | 256 | 256 | |||||||||||||||||||||
| Adjustment for assumed dilution: | |||||||||||||||||||||||
| Stock options and restricted stock awards | 1 | — | |||||||||||||||||||||
| Weighted average shares assuming dilution (diluted) | 257 | 256 | |||||||||||||||||||||
| Net Income (Loss) per Share | |||||||||||||||||||||||
| Net income (loss) per share - basic and diluted | $ | 0.66 | $ | (3.98) | |||||||||||||||||||
The Company declared a quarterly dividend to its shareholders of $0.40 for each of the three months ended March 31, 2026 and 2025.
For the three months ended March 31, 2026 and 2025, there were approximately 0.3 million share equivalents that had an anti-dilutive effect and therefore were excluded from the computation of diluted net income per share in the period.
Share Repurchase Program
On August 5, 2025, the Company announced that its Board of Directors has authorized a new share repurchase program with a total value of $500 million. The program began on October 1, 2025 and does not have a specified term or termination date. Under the program, the Company is authorized to repurchase shares of common stock in privately negotiated transactions, and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, and in block trades, or a combination of the foregoing. The Board will review the share repurchase program periodically and may authorize adjustment of its term and size. The Company plans to fund repurchases from available cash and cash provided by operating activities.
During the first quarter of 2026, the Company repurchased approximately 481,000 shares of common stock at a cost of approximately $35 million.
NOTE 3. BUSINESS DIVESTITURES AND ASSETS AND LIABILITIES HELD FOR SALE
Divestiture of Soy Crush, Concentrates & Lecithin Business
On August 5, 2025, the Company announced it had entered into a definitive agreement to divest its Soy Crush, Concentrates, and Lecithin business (the “SCL disposal group”), which was included in the Food Ingredients segment. This sale aligned with IFF’s strategy to strengthen its portfolio and supports the ongoing evaluation of strategic alternatives for the Food Ingredients segment.
The Company completed the divestiture on March 2, 2026, and received cash proceeds of approximately $105 million and recognized a pre-tax loss of approximately $7 million, presented in Losses on business disposals on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2026. This is in addition to the life-to-date loss on assets classified as held for sale of $115 million recognized through December 31, 2025.
The sale consideration is subject to certain post-closing adjustments in accordance with the transaction agreement.
The income tax benefit recognized was approximately $1 million for the three months ended March 31, 2026. This is in addition to approximately $27 million of income tax benefit that was recognized for the year ended December 31, 2025 for a total income tax benefit of $28 million.
| (DOLLARS IN MILLIONS) | |||||
| Cash proceeds from the buyer | $ | 105 | |||
| Direct costs to sell | (2) | ||||
| Fair value of sale consideration | $ | 103 |
The carrying value of net assets associated with the SCL disposal group as of the disposal date was approximately $110 million. The major classes of assets and liabilities sold consisted of the following:
| (DOLLARS IN MILLIONS) | March 2, 2026 | ||||||||||
| Assets | |||||||||||
| Trade receivables, net | $ | 22 | |||||||||
| Inventories | 48 | ||||||||||
| Property, plant and equipment, net | 99 | ||||||||||
| Other intangible assets, net | 89 | ||||||||||
| Operating lease right-of-use assets | 7 | ||||||||||
| Other assets | 9 | ||||||||||
| Less: Loss recognized on assets held-for-sale | (115) | ||||||||||
| Total assets | 159 | ||||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 41 | |||||||||
| Other liabilities | 8 | ||||||||||
| Total liabilities | 49 | ||||||||||
| Carrying value of net assets | $ | 110 |
Carrying Amount of Assets and Liabilities Held for Sale
The Company’s Consolidated Balance Sheet as of December 31, 2025 included the carrying amounts of the assets and liabilities of the SCL disposal group as held for sale.
There were no assets or liabilities held for sale as of March 31, 2026.
| (DOLLARS IN MILLIONS) | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Trade receivables, net | $ | 25 | |||||||||
| Inventories | 37 | ||||||||||
| Property, plant and equipment, net | 98 | ||||||||||
| Other intangible assets, net | 89 | ||||||||||
| Operating lease right-of-use assets | 7 | ||||||||||
| Other assets | 10 | ||||||||||
| Less: Loss recognized on assets held-for-sale | (115) | ||||||||||
| Total assets held-for-sale | $ | 151 | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 34 | |||||||||
| Other liabilities | 10 | ||||||||||
| Total liabilities held-for-sale | $ | 44 |
NOTE 4. RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges primarily consist of separation costs for employees including severance, outplacement and other employee benefit costs (“Severance”), charges related to the write-down of fixed assets of plants to be closed (“Fixed asset write-down”) and all other related restructuring (“Other”) costs. All restructuring and other charges are separately stated on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).
IFF Productivity Program
In 2024, the Company commenced a productivity enhancement program aimed at improving productivity and optimizing its organizational footprint to align with business needs. This program will involve a series of actions, including ceasing operations in select manufacturing plants, consolidating leased and owned real estate space, and reducing employee headcount. The Company aims to substantially complete this productivity program by December 31, 2026.
The estimated total cost of the program initiatives ranges from $110 million to $130 million. The anticipated cash charges include employee-related costs such as severance, contract terminations costs, and dismantling costs. Additionally, non-cash charges related to assets, such as fixed asset write downs, are expected.
Since the inception of the program, the Company has recognized $85 million in severance costs and $14 million in fixed asset write-downs and site closure expenses. During the first quarter of 2026, the Company incurred approximately $6 million in severance costs in connection with the IFF Productivity program, including $1 million of non-cash stock compensation acceleration expense. During the first quarter of 2025, the Company incurred approximately $17 million in severance costs.
Changes in Restructuring Liabilities
Changes in restructuring liabilities during the three months ended March 31, 2026 were as follows:
| (DOLLARS IN MILLIONS) | Balance at January 1, 2026 | Additional Charges (Reversals), Net | Non-Cash Charges | Cash Payments | Balance at March 31, 2026 | ||||||||||||||||||||||||||||||
| IFF Productivity Program | |||||||||||||||||||||||||||||||||||
| Severance | $ | 36 | $ | 6 | $ | (1) | $ | (18) | $ | 23 | |||||||||||||||||||||||||
| Total Restructuring and other charges | $ | 36 | $ | 6 | $ | (1) | $ | (18) | $ | 23 |
Restructuring liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
Charges by Segment
The following table summarizes the total amount of costs incurred in connection with the restructuring programs and activities by segment:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Taste | $ | 2 | $ | 2 | |||||||||||||||||||
| Food Ingredients | 2 | 3 | |||||||||||||||||||||
| Health & Biosciences | 2 | 3 | |||||||||||||||||||||
| Scent | — | 9 | |||||||||||||||||||||
| Total Restructuring and other charges | $ | 6 | $ | 17 |
NOTE 5. STOCK COMPENSATION PLANS
The Company has various plans under which its officers, senior management, other key employees and directors may be granted equity-based awards. Equity awards outstanding under the plans include Restricted Stock Units (“RSUs”), Stock-Settled Appreciation Rights (“SSARs”) and Stock Options, and Performance Stock Units (“PSUs”). Liability-based awards outstanding under the plans are cash-settled RSUs.
Stock-based compensation expense and related tax benefits were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Equity-based awards | $ | 16 | $ | 19 | |||||||||||||||||||
| Less: Tax benefit | (3) | (4) | |||||||||||||||||||||
| Total stock-based compensation expense, after tax | $ | 13 | $ | 15 |
As of March 31, 2026, there was approximately $58 million of total unrecognized compensation cost related to non-vested awards granted under the equity incentive plans.
NOTE 6. SEGMENT INFORMATION
The Company’s reportable segments are: Taste, Food Ingredients, Health & Biosciences, and Scent. Prior to the sale of the Pharma Solutions disposal group in the second quarter of 2025, Pharma Solutions was also a reportable segment.
The Company’s CODM evaluates the performance of these reportable segments based on its Adjusted Operating EBITDA, which is defined as Income (loss) before taxes, depreciation and amortization expense, interest expense, restructuring and other charges and certain items that are not related to recurring operations.
The Company’s CODM uses Adjusted Operating EBITDA to evaluate segment performance in deciding whether to reinvest resources into the respective segment or into other parts of the entity. Budget versus actual results of Adjusted Operating EBITDA is used in assessing performance of the segment and in establishing certain compensation payouts. The Company’s CODM also uses Adjusted Operating EBITDA in competitive analysis by benchmarking to the Company’s competitors.
The Company’s CODM does not use assets by segment to evaluate segment performance or allocate resources and thus, total assets by segment are not disclosed.
Reportable segment information was as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Taste | Food Ingredients | Health & Biosciences | Scent | Total | |||||||||||||||||||||||||||||||
| Net sales | $ | 656 | $ | 839 | $ | 595 | $ | 651 | $ | 2,741 | |||||||||||||||||||||||||
| Cost of sales | (375) | (646) | (327) | (375) | |||||||||||||||||||||||||||||||
| Research & development expenses | (43) | (14) | (55) | (54) | |||||||||||||||||||||||||||||||
| Selling & administrative expenses | (101) | (99) | (92) | (92) | |||||||||||||||||||||||||||||||
| Depreciation expense add-back (a) | 16 | 34 | 32 | 18 | |||||||||||||||||||||||||||||||
| Adjusted Operating EBITDA | $ | 153 | $ | 114 | $ | 153 | $ | 148 | $ | 568 |
| Reconciliation of Adjusted Operating EBITDA: | ||||||||||||||
| Total Adjusted Operating EBITDA | $ | 568 | ||||||||||||
| Depreciation & Amortization | (246) | |||||||||||||
| Interest Expense | (44) | |||||||||||||
| Other Expense, net (b) | (13) | |||||||||||||
| Restructuring and Other Charges (c) | (6) | |||||||||||||
| Losses on Business Disposals (e) | (7) | |||||||||||||
| Divestiture Costs (f) | (24) | |||||||||||||
| Strategic Initiative Costs (g) | (9) | |||||||||||||
| Regulatory Costs (h) | (10) | |||||||||||||
| Income Before Taxes | $ | 209 |
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Taste | Food Ingredients | Health & Biosciences | Scent | Pharma Solutions | Total | ||||||||||||||||||||||||||||||
| Net sales | $ | 627 | $ | 796 | $ | 540 | $ | 614 | $ | 266 | $ | 2,843 | |||||||||||||||||||||||
| Cost of sales | (377) | (609) | (298) | (344) | (180) | ||||||||||||||||||||||||||||||
| Research & development expenses | (40) | (12) | (52) | (55) | (5) | ||||||||||||||||||||||||||||||
| Selling & administrative expenses | (94) | (92) | (81) | (86) | (32) | ||||||||||||||||||||||||||||||
| Depreciation expense add-back (a) | 15 | 28 | 29 | 15 | 5 | ||||||||||||||||||||||||||||||
| Adjusted Operating EBITDA | $ | 131 | $ | 111 | $ | 138 | $ | 144 | $ | 54 | $ | 578 |
| Reconciliation of Adjusted Operating EBITDA: | ||||||||||||||
| Total Adjusted Operating EBITDA | $ | 578 | ||||||||||||
| Depreciation & Amortization | (236) | |||||||||||||
| Interest Expense | (71) | |||||||||||||
| Other Expense, net (b) | (20) | |||||||||||||
| Restructuring and Other Charges (c) | (17) | |||||||||||||
| Impairment of Goodwill (d) | (1,153) | |||||||||||||
| Divestiture Costs (f) | (51) | |||||||||||||
| Strategic Initiatives Costs (g) | (8) | |||||||||||||
| Regulatory Costs (h) | (11) | |||||||||||||
| Other (i) | (5) | |||||||||||||
| Loss Before Taxes | $ | (994) |
| (a) | There is depreciation recorded within cost of sales, research & development expenses, and selling & administrative expenses, which is then added back to calculate segment Adjusted Operating EBITDA. This reflects how the CODM reviews Segment results. | ||||||||||||||||||||||||||||
| (b) | Please refer to Note 8 for additional information. | ||||||||||||||||||||||||||||
| (c) | Represents costs related to severance as part of the IFF Productivity Program. | ||||||||||||||||||||||||||||
| (d) | For 2025, represents the impairment of goodwill related to the Food Ingredients reporting unit. | ||||||||||||||||||||||||||||
| (e) | For 2026, primarily represents losses recognized as part of the divestiture of the Soy, Concentrates and Lecithin disposal group. | ||||||||||||||||||||||||||||
| (f) | For 2026 and 2025, primarily represents costs related to the Company’s completed and anticipated divestitures. These costs primarily consisted of external consulting fees, professional and legal fees and salaries of individuals who are fully dedicated to such efforts. | ||||||||||||||||||||||||||||
| (g) | Represents costs related to the Company’s strategic assessment and business portfolio optimization efforts and reorganizing the Global Business Services (GBS) Centers. In 2026, the GBS reorganization has been expanded to include additional functions such as customer service, supply chain and logistics in addition to human resources, accounting and finance, as well as additional efforts to automate processes and expand the use of artificial intelligence (AI) for these functions. These costs primarily consisted of external consulting fees and salaries of individuals who are fully dedicated to such efforts. Costs to develop software and AI are only included to the extent that they do not qualify for capitalization. | ||||||||||||||||||||||||||||
| (h) | Represents costs primarily related to legal fees incurred and provisions recognized for the ongoing investigations of the fragrance businesses. | ||||||||||||||||||||||||||||
| (i) | For 2025, represents the net impact of costs related to severance, including accelerated stock compensation expense, for certain executives who have separated from the Company, in addition to consulting costs related to the Company’s implementation of a phased restructuring initiative aimed at optimizing its legal entity framework. | ||||||||||||||||||||||||||||
Segment capital expenditures consisted as follows:
| Three Months Ended March 31, | |||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||
| Taste | $ | 24 | $ | 27 | |||||||
| Food Ingredients | 50 | 60 | |||||||||
| Health & Biosciences | 55 | 40 | |||||||||
| Scent | 36 | 24 | |||||||||
| Pharma Solutions | — | 28 | |||||||||
| Consolidated | $ | 165 | $ | 179 |
Net sales, which are attributed to individual regions based upon the destination of product delivery, were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Europe, Africa and Middle East | $ | 949 | $ | 952 | |||||||||||||||||||
| Greater Asia | 656 | 670 | |||||||||||||||||||||
| North America | 788 | 868 | |||||||||||||||||||||
| Latin America | 348 | 353 | |||||||||||||||||||||
| Consolidated | $ | 2,741 | $ | 2,843 |
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Net sales related to the U.S. | $ | 741 | $ | 801 | |||||||||||||||||||
| Net sales attributed to all foreign countries | 2,000 | 2,042 |
No country other than the U.S. had net sales greater than 10% of total consolidated net sales for each of the three months ended March 31, 2026 and 2025.
NOTE 7. EMPLOYEE BENEFITS
Pension and other defined contribution retirement plan expenses included the following components:
| (DOLLARS IN MILLIONS) | U.S. Plans | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest cost on projected benefit obligation(1) | $ | — | $ | 1 | |||||||||||||||||||
| Net periodic benefit cost | $ | — | $ | 1 |
| (DOLLARS IN MILLIONS) | Non-U.S. Plans | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Service cost for benefits earned(2) | $ | 5 | $ | 5 | |||||||||||||||||||
| Interest cost on projected benefit obligation(1) | 9 | 9 | |||||||||||||||||||||
| Expected return on plan assets(1) | (15) | (11) | |||||||||||||||||||||
| Net amortization and deferrals(1) | 2 | 1 | |||||||||||||||||||||
| Net periodic benefit cost | $ | 1 | $ | 4 |
(1)Included as a component of Other expense, net.
(2)Included as a component of Operating profit (loss).
The Company expects to contribute a total of $5 million to its U.S. pension plans and a total of $17 million to its 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 Company’s non-qualified U.S. pension plans.
Expense recognized for post-retirement benefits other than pensions included the following components:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Interest cost on projected benefit obligation | $ | 1 | $ | 1 | |||||||||||||||||||
| Net amortization and deferrals | — | (1) | |||||||||||||||||||||
| Total postretirement benefit expense | $ | 1 | $ | — |
The Company expects to make $4 million of payments related to its postretirement benefits other than pension plans during 2026. In the three months ended March 31, 2026, $2 million of benefit payments were made.
NOTE 8. OTHER EXPENSE, NET
Other expense, net consisted of the following:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||||||||
| Foreign exchange losses | $ | (16) | $ | (24) | |||||||||||||||||||
| Interest income | 3 | 4 | |||||||||||||||||||||
| Pension-related benefit | 2 | 1 | |||||||||||||||||||||
| Other | (2) | (1) | |||||||||||||||||||||
| Other expense, net | $ | (13) | $ | (20) |
NOTE 9. INCOME TAXES
The effective tax rate for the three months ended March 31, 2026 was 18.7%, which was primarily driven by favorable legislative changes impacting U.S. foreign inclusions, the mix of earnings, as well as tax costs associated with repatriation activities.
The effective tax rate for the three months ended March 31, 2025 was (2.3)%, which was primarily due to a goodwill impairment charge that was mostly non-taxable, as well as the mix of earnings.
NOTE 10. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following amounts:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Asset Type | |||||||||||
| Land | $ | 134 | $ | 135 | |||||||
| Buildings and improvements | 1,812 | 1,798 | |||||||||
| Machinery and equipment | 3,835 | 3,761 | |||||||||
| Information technology | 645 | 627 | |||||||||
| Construction in process | 437 | 504 | |||||||||
| Total Property, plant and equipment | 6,863 | 6,825 | |||||||||
| Accumulated depreciation | (2,866) | (2,796) | |||||||||
| Total Property, plant and equipment, net | $ | 3,997 | $ | 4,029 |
Depreciation expense was $100 million and $93 million for the three months ended March 31, 2026 and 2025, respectively.
Interest incurred during the construction period of certain property, plant and equipment is capitalized until the underlying assets are placed in service, at which time straight-line amortization of the capitalized interest begins over the estimated useful lives of the related assets. Capitalized interest was approximately $4 million and $3 million for each of the three months ended March 31, 2026 and 2025, respectively.
NOTE 11. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
Movements in goodwill attributable to each reportable segment for the three months ended March 31, 2026 were as follows:
| (DOLLARS IN MILLIONS) | Taste | Health & Biosciences | Scent | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | 2,296 | $ | 4,465 | $ | 1,508 | $ | 8,269 | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange | (20) | (22) | (7) | (49) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 2,276 | $ | 4,443 | $ | 1,501 | $ | 8,220 |
As of January 1, 2025, there is no remaining goodwill attributable to the Food Ingredients reporting unit.
Goodwill Impairment Test
Effective January 1, 2025, the Company reorganized its Nourish segment into two new reportable segments: Taste and Food Ingredients, to align with changes in the Company’s internal management reporting structure. As a result of this change, goodwill previously allocated to the Nourish reporting unit was reallocated between the new Taste and Food Ingredients reporting units. In accordance with ASC 350, the Company performed a quantitative goodwill impairment test on the former Nourish reporting unit immediately prior to the change, and separately tested goodwill for the new Taste and Food Ingredients reporting units following the reorganization. Based on the results of the impairment testing, the Company determined that the carrying amount of the Food Ingredients reporting unit exceeded its estimated fair value, and accordingly recognized a goodwill impairment charge of $1.153 billion. This charge is reflected in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2025.
The Company assessed the fair value of the reporting units using an income approach. Under the income approach, the Company determined the fair value by using a discounted cash flow method at a rate of return that reflects the relative risk of the projected future cash flows of each reporting unit, as well as a terminal value. The Company used the most current actual and forecasted operating data available. Key estimates and assumptions used in these valuations include revenue growth rates, gross margins, adjusted operating EBITDA margins, terminal growth rates and discount rates.
While management believes that the estimates and assumptions used in the impairment test were reasonable, changes in key assumptions, including lower revenue growth, operating margin, terminal growth rates or increase in discount rates could result in a future impairment of the Taste reporting unit. Such charge could have a material effect on the Consolidated Statements of Operations and Balance Sheets.
Other Intangible Assets
Other intangible assets, net consisted of the following amounts:
| March 31, | December 31, | ||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||
| Asset Type | |||||||||||
| Customer relationships | $ | 7,162 | $ | 7,200 | |||||||
| Technological know-how | 1,988 | 1,999 | |||||||||
| Trade names & patents | 283 | 285 | |||||||||
| Other | 24 | 24 | |||||||||
| Total carrying value | 9,457 | 9,508 | |||||||||
| Accumulated Amortization | |||||||||||
| Customer relationships | (2,275) | (2,198) | |||||||||
| Technological know-how | (1,129) | (1,087) | |||||||||
| Trade names & patents | (165) | (159) | |||||||||
| Other | (21) | (21) | |||||||||
| Total accumulated amortization | (3,590) | (3,465) | |||||||||
| Other intangible assets, net | $ | 5,867 | $ | 6,043 |
Amortization
Amortization expense was $146 million and $143 million for the three months ended March 31, 2026 and 2025, respectively.
Amortization expense for the next five years, based on valuations and determinations of useful lives, is expected to be as follows:
| (DOLLARS IN MILLIONS) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||||||||||
| Estimated future intangible amortization expense | $ | 434 | $ | 492 | $ | 478 | $ | 441 | $ | 437 |
NOTE 12. OTHER CURRENT ASSETS AND LIABILITIES, AND OTHER ASSETS
Prepaid expenses and other current assets consisted of the following amounts:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Value-added tax receivable | $ | 133 | $ | 131 | |||||||
| Prepaid income taxes | 222 | 212 | |||||||||
| Packaging materials and supplies | 120 | 119 | |||||||||
| Prepaid expenses | 154 | 170 | |||||||||
| Earnout and other post-closing adjustments receivable(1) | 46 | 139 | |||||||||
| Other | 120 | 106 | |||||||||
| Total | $ | 795 | $ | 877 |
(1)During the three months ended March 31, 2026, in connection with the divestiture of the Pharma Solutions disposal group, the Company collected net proceeds of $93 million related to an earnout based on 2024 results offset by an immaterial payment related to post closing adjustments.
Other assets consisted of the following amounts:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Deferred income taxes | $ | 298 | $ | 285 | |||||||
| Overfunded pension plans | 180 | 177 | |||||||||
| Cash surrender value of life insurance contracts | 56 | 57 | |||||||||
| Finance lease right-of-use assets | 32 | 32 | |||||||||
| Equity method investments | 15 | 15 | |||||||||
| Long-term income tax receivables(1) | 218 | 215 | |||||||||
| Other(2) | 252 | 244 | |||||||||
| Total | $ | 1,051 | $ | 1,025 |
(1)Primarily relates to long-term tax receivables due to an operating loss carryback and long-term uncertain tax benefits.
(2)Primarily relates to land usage rights in China, long-term value-added tax receivables, and receivables from certain government authorities which the Company has corresponding payables to DuPont in relation to the N&B merger in 2021.
Other current liabilities consisted of the following amounts:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Rebates and incentives payable | $ | 88 | $ | 103 | |||||||
| Value-added tax payable | 39 | 30 | |||||||||
| Interest payable | 41 | 27 | |||||||||
| Current pension and other postretirement benefit obligation | 14 | 13 | |||||||||
| Accrued restructuring | 23 | 36 | |||||||||
| Current operating lease obligation | 94 | 92 | |||||||||
| Accrued income taxes | 153 | 180 | |||||||||
| Accrued expenses payable | 261 | 283 | |||||||||
| Other | 168 | 155 | |||||||||
| Total | $ | 881 | $ | 919 |
NOTE 13. DEBT
Debt consisted of the following:
| (DOLLARS IN MILLIONS) | Effective Interest Rate | March 31, 2026 | December 31, 2025 | ||||||||||||||
| 2026 Euro Notes(1) | 1.93 | % | $ | 925 | $ | 940 | |||||||||||
| 2027 Notes(1) | 1.56 | % | 803 | 804 | |||||||||||||
| 2028 Notes(1) | 4.57 | % | 399 | 399 | |||||||||||||
| 2030 Notes(1) | 2.21 | % | 1,238 | 1,238 | |||||||||||||
| 2040 Notes(1) | 3.04 | % | 341 | 341 | |||||||||||||
| 2047 Notes(1) | 4.44 | % | 392 | 392 | |||||||||||||
| 2048 Notes(1) | 5.12 | % | 674 | 674 | |||||||||||||
| 2050 Notes(1) | 3.21 | % | 888 | 888 | |||||||||||||
| Revolving Credit Facility(2) | — | — | |||||||||||||||
| Commercial paper(3) | 154 | 314 | |||||||||||||||
| Bank overdrafts and other | 3 | 4 | |||||||||||||||
| Total debt | 5,817 | 5,994 | |||||||||||||||
| Less: Short-term borrowings | (1,078) | (1,254) | |||||||||||||||
| Total Long-term debt | $ | 4,739 | $ | 4,740 |
(1)Amount is net of unamortized discount and debt issuance costs.
(2)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.
(3)The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Refer to “Commercial Paper” below.
Commercial Paper
As of March 31, 2026, the amount of commercial paper outstanding was $154 million with a weighted average interest rate of 4.33% and a weighted average maturity of 24 days. As of December 31, 2025, the amount of commercial paper outstanding was $314 million with a weighted average interest rate of 4.21% and a weighted average maturity of 35 days.
For the three months ended March 31, 2026, the Company had gross issuances of $1.348 billion and repayments of $1.508 billion under the commercial paper program. For the three months ended March 31, 2025, the Company had gross issuances of $2.125 billion and repayments of $1.833 billion under the commercial paper program. The commercial paper issued during each of the three months ended March 31, 2026 and 2025 had original maturities of less than three months.
The commercial paper program is backed by the borrowing capacity available under the Revolving Credit Facility. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact the Company’s interest expense.
Revolving Credit Facility
For the three months ended March 31, 2026 and 2025, the Company had no drawdowns or repayments under the Revolving Credit Facility.
Lines of Credit
The Company has various lines of credit which are available to support its ongoing business operations. As of March 31, 2026, the Company had a total capacity of approximately $1.702 billion of lines of credit with various financial institutions, of which $1.700 billion is available as of March 31, 2026.
Repayments of Long-term Debt
During the three months ended March 31, 2025, the Company made a quarterly debt repayment of $16 million related to the 2026 Term Loan Facility.
NOTE 14. LEASES
The Company has leases for corporate offices, manufacturing facilities, research and development facilities and certain transportation and office equipment. The Company’s leases have remaining lease terms of up to 50 years, some of which include options to extend the leases for up to 15 years.
The components of lease expense were as follows:
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | March 31, 2026 | March 31, 2025 | |||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Operating lease cost | $ | 31 | $ | 26 | |||||||||||||||||||
| Variable lease cost | 14 | 22 | |||||||||||||||||||||
| Total operating lease cost | $ | 45 | $ | 48 | |||||||||||||||||||
| Finance leases | |||||||||||||||||||||||
| Finance lease cost | $ | 4 | $ | 3 |
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | Three Months Ended | ||||||||||
| (DOLLARS IN MILLIONS) | March 31, 2026 | March 31, 2025 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
| Operating cash flows for operating leases | $ | 32 | $ | 32 | |||||||
| Financing cash flows for finance leases | 3 | 3 | |||||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||
| Operating leases | 15 | 22 | |||||||||
| Finance leases | 4 | 3 |
Operating lease right-of-use assets are presented in “Operating lease right-of-use assets” and finance lease right-of-use assets are presented in “Other assets” on the Consolidated Balance Sheets. Operating lease liabilities are presented in “Operating lease liabilities” and finance lease liabilities are presented in “Other liabilities” on the Consolidated Balance Sheets. Any other current liabilities related to operating and finance lease liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
NOTE 15. FINANCIAL INSTRUMENTS
Fair Value
Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
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Level 1 — Quoted prices for identical instruments in active markets.
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Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
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Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable*.*
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company also considers counterparty credit risk in its assessment of fair value. The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the Secured Overnight Financing Rate (“Term SOFR”) swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. Instruments classified as Level 3 include the earnout receivable as discussed in Note 12, as well as instruments held in pension asset trusts as discussed in Note 8 of the Company’s 2025 Form 10-K. These valuations take into consideration the Company’s credit risk and its counterparties’ credit risk.
The carrying values and the estimated fair values of financial instruments at March 31, 2026 and December 31, 2025 consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
| LEVEL 1 | |||||||||||||||||||||||
| Cash and cash equivalents(1) | $ | 562 | $ | 562 | $ | 590 | $ | 590 | |||||||||||||||
| LEVEL 2 | |||||||||||||||||||||||
| Credit facilities and bank overdrafts(2) | 3 | 3 | 4 | 4 | |||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Derivative assets(3) | 25 | 25 | 18 | 18 | |||||||||||||||||||
| Derivative liabilities(3) | 220 | 220 | 242 | 242 | |||||||||||||||||||
| Commercial paper(2) | 154 | 154 | 314 | 314 | |||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||
| 2026 Euro Notes(4) | 925 | 920 | 940 | 935 | |||||||||||||||||||
| 2027 Notes(4) | 803 | 768 | 804 | 768 | |||||||||||||||||||
| 2028 Notes(4) | 399 | 399 | 399 | 403 | |||||||||||||||||||
| 2030 Notes(4) | 1,238 | 1,098 | 1,238 | 1,113 | |||||||||||||||||||
| 2040 Notes(4) | 341 | 248 | 341 | 255 | |||||||||||||||||||
| 2047 Notes(4) | 392 | 313 | 392 | 322 | |||||||||||||||||||
| 2048 Notes(4) | 674 | 593 | 674 | 607 | |||||||||||||||||||
| 2050 Notes(4) | 888 | 570 | 888 | 585 | |||||||||||||||||||
(1)The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.
(2)The carrying amount approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments.
(3)The carrying amount approximates fair value as the instruments are marked-to-market and held at fair value on the Consolidated Balance Sheets.
(4)The fair value of the Note is obtained from pricing services engaged by the Company, and the Company receives one price for each security. The fair value provided by the pricing services are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. The inputs to the valuation techniques applied by the pricing services are typically benchmark yields, benchmark security prices, credit spreads, reported trades and broker-dealer quotes, all with reasonable levels of transparency.
Derivatives
Foreign Currency Forward Contracts
The Company periodically enters into foreign currency forward contracts with the objective of managing its exchange rate risk related to foreign currency denominated monetary assets and liabilities of its operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions.
Commodity Contracts
The Company utilized options that were not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as soybeans. These options were transferred as part of the sale of the Soy Crush, Concentrates, and Lecithin business as discussed in Note 3.
The Company utilizes swaps that are designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of natural gas used in its manufacturing process.
Hedges Related to Issuances of Debt
As of March 31, 2026, the Company designated approximately $925 million of Euro Notes as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements
is recorded in Other comprehensive income (“OCI”) as a component of foreign currency translation adjustments in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).
Cross Currency Swaps
The Company has twenty-two EUR/USD cross currency swaps with a notional value of approximately $2.4 billion that mature through February 2036. The swaps all qualified as net investment hedges in order to mitigate a portion of the Company’s net European investments from foreign currency risk. As of March 31, 2026, the swaps were in a net liability position with an aggregate fair value of approximately $186 million, which were classified as Other liabilities on the Consolidated Balance Sheets. Changes in fair value related to cross currency swaps are recorded in OCI.
The following table shows the notional amount of the Company’s derivative instruments outstanding as of March 31, 2026 and December 31, 2025:
| (DOLLARS IN MILLIONS) | March 31, 2026 | December 31, 2025 | |||||||||
| Foreign currency contracts(1) | $ | (1,984) | $ | (1,840) | |||||||
| Commodity contracts(1) | 5 | 11 | |||||||||
| Cross currency swaps | 2,400 | 1,900 |
(1)Foreign currency contracts and commodity contracts are presented net of the outstanding buy/(sell) instruments.
The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected on the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | |||||||||||||||||
| (DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | Fair Value of Derivatives Not Designated as Hedging Instruments | Total Fair Value | ||||||||||||||
| Derivative assets(1) | |||||||||||||||||
| Foreign currency forward contracts | $ | — | $ | 4 | $ | 4 | |||||||||||
| Cross currency swaps | 18 | — | 18 | ||||||||||||||
| Commodity contracts | 3 | — | 3 | ||||||||||||||
| Total derivative assets | $ | 21 | $ | 4 | $ | 25 | |||||||||||
| Derivative liabilities(2) | |||||||||||||||||
| Foreign currency forward contracts | $ | — | $ | 16 | $ | 16 | |||||||||||
| Cross currency swaps | 204 | — | 204 | ||||||||||||||
| Total derivative liabilities | $ | 204 | $ | 16 | $ | 220 |
| December 31, 2025 | |||||||||||||||||
| (DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | Fair Value of Derivatives Not Designated as Hedging Instruments | Total Fair Value | ||||||||||||||
| Derivative assets(1) | |||||||||||||||||
| Foreign currency forward contracts | $ | — | $ | 17 | $ | 17 | |||||||||||
| Cross currency swaps | 1 | — | 1 | ||||||||||||||
| Total derivative assets | $ | 1 | $ | 17 | $ | 18 | |||||||||||
| Derivative liabilities(2) | |||||||||||||||||
| Foreign currency forward contracts | $ | — | $ | 3 | $ | 3 | |||||||||||
| Cross currency swaps | 238 | — | 238 | ||||||||||||||
| Commodity contracts | 1 | — | 1 | ||||||||||||||
| Total derivative liabilities | $ | 239 | $ | 3 | $ | 242 |
(1)Derivative assets are recorded to Prepaid expenses and other current assets on the Consolidated Balance Sheets.
(2)Derivative liabilities are recorded to Other current liabilities and Other liabilities on the Consolidated Balance Sheets.
The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025:
| Amount of Gain (Loss) Recognized in Income on Derivative Settlements | Amount of Gain (Loss) Recognized in Income on Changes in Fair Value | Location of Gain (Loss) Recognized in Income on Derivative | ||||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Foreign currency forward contracts(1) | $ | (10) | $ | 22 | $ | (27) | $ | 30 | Other expense, net | |||||||||||||||||
(1)The foreign currency contract net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods.
The following table shows the effect of the Company’s derivative and non-derivative instruments designated as cash flow and net investment hedging instruments, net of tax, on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025:
| Amount of Gain (Loss) Recognized in OCI on Derivative and Non-Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (“AOCI”) into Income (Effective Portion) | Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | |||||||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||||||||||||||
| Commodity contracts | $ | 4 | $ | (1) | Cost of sales | $ | — | $ | — | ||||||||||||||||||||
| Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||||||||||||||
| Cross currency swaps | 51 | (31) | N/A | — | — | ||||||||||||||||||||||||
| Non-Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||||||||||||||
| 2026 Euro Notes | 15 | (37) | N/A | — | — | ||||||||||||||||||||||||
| Tax (expense) benefit | (15) | 16 | — | — | |||||||||||||||||||||||||
| Total | $ | 55 | $ | (53) | $ | — | $ | — | |||||||||||||||||||||
The ineffective portion of the above noted net investment hedges was approximately $5 million and $4 million for each of the three months ended March 31, 2026 and 2025, respectively, and was recorded as a reduction to Interest expense on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).
At March 31, 2026, based on current market rates, the Company does not expect any material derivative losses (net of tax), included in AOCI, to be reclassified into earnings within the next 12 months.
NOTE 16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present changes in the accumulated balances for each component of other comprehensive (loss) income, including current period other comprehensive (loss) income and reclassifications out of accumulated other comprehensive loss:
| (DOLLARS IN MILLIONS) | Foreign Currency Translation Adjustments | Gains (Losses) on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | |||||||||||||||||||
| Accumulated other comprehensive (loss) income, net of tax, as of January 1, 2026 | $ | (1,273) | $ | (4) | $ | (153) | $ | (1,430) | |||||||||||||||
| OCI before reclassifications | (90) | 4 | 7 | (79) | |||||||||||||||||||
| Amounts reclassified from AOCI | — | — | (2) | (2) | |||||||||||||||||||
| Net current period other comprehensive (loss) income | (90) | 4 | 5 | (81) | |||||||||||||||||||
| Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2026 | $ | (1,363) | $ | — | $ | (148) | $ | (1,511) |
| (DOLLARS IN MILLIONS) | Foreign Currency Translation Adjustments | Gains (Losses) on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | |||||||||||||||||||
| Accumulated other comprehensive (loss) income, net of tax, as of January 1, 2025 | $ | (2,426) | $ | (2) | $ | (99) | $ | (2,527) | |||||||||||||||
| OCI before reclassifications | 404 | (1) | — | 403 | |||||||||||||||||||
| Amounts reclassified from AOCI | — | — | 1 | 1 | |||||||||||||||||||
| Net current period other comprehensive income (loss) | 404 | (1) | 1 | 404 | |||||||||||||||||||
| Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2025 | $ | (2,022) | $ | (3) | $ | (98) | $ | (2,123) |
The following table provides details about reclassifications out of Accumulated other comprehensive loss to the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss):
| Three Months Ended March 31, | Affected Line Item in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) | ||||||||||||||||
| (DOLLARS IN MILLIONS) | 2026 | 2025 | |||||||||||||||
| Actuarial losses (gains) | $ | 2 | $ | (1) | (1) | ||||||||||||
| Total | $ | 2 | $ | (1) | Total, net of income taxes |
(1)The amortization of actuarial losses (gains) is included in the computation of net periodic benefit cost. Refer to Note 7 for additional information regarding net periodic benefit cost.
NOTE 17. COMMITMENTS AND CONTINGENCIES
Guarantees and Letters of Credit
The Company has various bank guarantees, letters of credit and surety bonds which are used to support its ongoing business operations, satisfy governmental requirements associated with pending litigation in various jurisdictions and the payment of customs duties.
As of March 31, 2026, the Company had a total of approximately $241 million of available bank guarantees, commercial guarantees, standby letters of credit and surety bonds with various financial institutions. There was a total of approximately $53 million outstanding under the bank guarantees, standby letters of credit and commercial guarantees as of March 31, 2026.
In order to challenge certain assessments in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of approximately $8 million as of March 31, 2026.
Litigation
The Company assesses contingencies related to litigation and/or other matters to determine the degree of probability and
range of possible loss if reasonably estimable. A loss contingency is accrued in the Company’s Consolidated Financial Statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly sensitive and requires judgments about future events and any assessments or the related decisions on accruals could be inaccurate. On at least a quarterly basis, the Company reviews contingencies related to litigation to determine the adequacy of accruals. The amount of ultimate loss may substantially differ from these estimates and the amounts accrued, and further events may require the Company to increase or decrease the amounts it has accrued on any matter.
Periodically, the Company assesses its insurance coverage for all known claims, where applicable, taking into account aggregate coverage by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with its insurance carriers. The probable liabilities are recorded at management’s best estimate of the probable outcome of the lawsuits and claims where reasonably estimable, taking into consideration the facts and circumstances of the individual matters as well as past experience on similar matters. At each balance sheet date, management assesses whether it is probable that a loss as to asserted or unasserted claims has been incurred and if so, whether the amount of loss can be reasonably estimated. The Company records the expected liability with respect to claims in Other current liabilities or Other liabilities and expected recoveries from its insurance carriers in Other current assets or Other assets. The Company recognizes a receivable when it believes that realization of the insurance receivable is probable under the terms of the insurance policies and its payment experience to date.
Litigation Matters
A motion to approve a securities class action was filed in the Tel Aviv District Court, Israel, in August 2019, alleging, among other things, false and misleading statements largely in connection with IFF’s acquisition of Frutarom and improper payments made by Frutarom businesses operating principally in Russia and Ukraine to representatives of customers. The motion (“Oman”) (following an initial amendment) asserted claims under the Israeli Securities Act-1968 against IFF, its former Chairman and CEO, and its former CFO, and against Frutarom and certain former Frutarom officers and directors, as well as claims under the Israeli Companies Act-1999 against certain former Frutarom officers and directors. On July 14, 2022, the court approved the parties’ motion to mediate the dispute, which postponed all case deadlines until after the mediation. The parties held mediation meetings on September 13, 2022, November 22, 2022, March 1, 2023, November 2023, March 3, 2024 and April 1, 2024. In November 2024, the court granted extensions to the parties’ joint filings of the responses to the Oman motion and for the evidential hearings, for the parties to exhaust the mediation proceeding. In the second quarter of 2025, the parties finalized a settlement agreement and submitted it to the court for approval. The settlement, approved by the court in November 2025, resolves all claims against Frutarom and its former officers and directors, and was made to avoid the cost, distraction and uncertainty of prolonged litigation. The settlement agreement states the settlement payment, fees and expenses totaling 24 million New Israel Shekel (approximately $7 million) will be paid by the respondents’ insurers.
On October 29, 2019, IFF and Frutarom filed a claim in the Tel Aviv District Court, Israel, against Ori Yehudai, the former President and CEO of Frutarom, and against certain former directors of Frutarom, challenging the bonus of $20 million granted to Yehudai in 2018. IFF and Frutarom allege, among other things, that Yehudai was not entitled to receive the bonus because he breached his fiduciary duty by, among other things, knowing of the above-mentioned improper payments and failing to prevent them from being made. The parties agreed, pursuant to the court’s recommendation, to attempt to resolve the dispute through mediation, and a court decision is pending with regard to the order in which this claim and the class action described below will be heard.
On March 11, 2020, an IFF shareholder filed a motion to approve a class action in Israel against, among others, Frutarom, Yehudai, and Frutarom’s former board of directors, alleging that former minority shareholders of Frutarom were harmed as a result of the US $20 million bonus paid to Yehudai. The court held an evidentiary hearing on the motion to approve a class action in March 2024. In September 2025, the court issued a decision granting the motion to certify a class action. In December 2025, Frutarom submitted its motion for rehearing of that decision.
Since March 2023, various putative class action lawsuits have been filed against IFF, Firmenich International SA, Givaudan SA, and Symrise AG and/or certain affiliates thereof in the Quebec Superior Court, the Federal Court of Canada, Ontario Superior Court, the Supreme Court of British Columbia and, in several cases, the United States District Court for the District of New Jersey. These actions allege violations of the Canadian Competition Act and the Sherman Act, as applicable, and other related claims, and seek damages and other relief. IFF announced on October 17, 2025, that it entered into a settlement agreement which will be a full settlement of the multiple civil class actions brought by direct purchasers of fragrance products in the United States. On November 17, 2025, the Court granted the motion for preliminary approval of this settlement and IFF then contributed $26 million to a settlement fund to resolve all class claims related to this direct purchaser class. Motions for preliminary approval have been filed by the plaintiffs for each of the settlements. On April 6, 2026 and on March 16, 2026, IFF entered into respective settlement agreements with the indirect purchaser plaintiffs and the end-user plaintiffs. During the twelve months ended December 31, 2025, the Company recognized a total provision of $43 million within “Selling and Administrative Expenses” in connection with the U.S. class action lawsuits, based on estimated potential settlement amount inclusive of the $26 million noted above related to settlement with direct purchasers. This provision does not include any potential liabilities that may arise from other civil proceedings not encompassed by the U.S. class action lawsuits. On January 27, 2026, an additional class action complaint was filed in the District of New Jersey on behalf of a class of purchasers in the United States of consumer goods containing fragrance products that were purchased outside the United States. IFF may face additional civil suits, in the United States, Canada, United Kingdom, European Union or in other countries, relating to such alleged conduct. At this time, IFF is unable to predict the potential outcome of these lawsuits or any potential effect they may have on the Company’s results of operations, liquidity or financial condition. The resolution of any of these items could have a material adverse effect on IFF’s results of operation, financial condition, and overall business.
Investigations
On June 3, 2020, the Israel Police’s National Fraud Investigation Unit and the Israeli Securities Authority commenced an investigation into Frutarom and certain of its former executives, based on suspected bribery of foreign officials, money laundering, and violations of the Israeli Securities Act-1968. On February 26, 2024, the Israeli authorities informed Frutarom that the authorities decided to close the criminal investigation.
On March 7, 2023, the European Commission (“EC”) and the United Kingdom Competition and Markets Authority (“CMA”) carried out unannounced inspections of certain of IFF’s facilities. IFF understands the EC, CMA and the Swiss Competition Commission are investigating potential anticompetitive conduct as it relates to IFF’s fragrance businesses. On the same day, IFF was served with a grand jury subpoena by the Antitrust Division of the U.S. Department of Justice (“DOJ”). The Mexican Competition Commission has also announced that it is investigating potential anticompetitive conduct in the fragrance and fragrance ingredients industries. On February 5, 2026, IFF received a letter from DOJ confirming the closing of its investigation (such decision is independent of the other related civil or regulatory matters). The Company has applied for leniency in a number of jurisdictions. Leniency, if obtained in a jurisdiction, would generally carry significant benefits by, for example, reducing or eliminating monetary liability in that jurisdiction. Since March 7, 2023, other investigations have been underway or threatened in other jurisdictions related to claimed anti-competitive conduct. While these investigations are confidential, the Company is cooperating and/or seeking leniency in those jurisdictions, as well. IFF has been and intends to continue actively cooperating with these investigations, as well as any other present or future inquiries from governmental authorities.
During 2026, additional investigations have been initiated in Singapore and India relating to employment practices in the fragrance industry. As with the other investigations, IFF is cooperating with the regulators in these investigations.
IFF is currently unable to predict or determine the duration or outcome of the investigations, or whether the outcome of the investigations will materially impact the Company’s results of operations, liquidity or financial condition. An adverse judgment or other outcome or settlement with respect to any proceedings discussed above could result in significant fines or payments by IFF. The resolution of any of these items could have a material adverse effect on IFF’s results of operations, financial condition, and overall business.
Environmental Proceedings
Effective March 22, 2024, the Solae, LLC Memphis site (“Solae”) signed an Administrative Order on Consent (the “Consent Order”) resolving violations and penalties pertaining to the Administrative Order and Assessment received from the City of Memphis on May 27, 2022 related to alleged wastewater discharge violations. In view of the Consent Order, Solae withdrew its previously filed appeal. Pursuant to the Consent Order, Solae is completing its capital project efforts in accordance with the agreed schedule for attaining compliance with current wastewater permit requirements. This matter is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.
Other Commitments
The Company has contingencies involving third parties (such as labor, contract, technology or product-related claims or litigation) as well as government-related items in various jurisdictions in which it operates pertaining to such items as value-added taxes, other indirect taxes, customs and duties and sales and use taxes. It is possible that cash flows or results of operations, in any period, could be materially affected by the unfavorable resolution of one or more of these contingencies.
The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, the Company believes it has valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, the Company is required to, and has provided, bank guarantees and pledged assets in the aggregate amount of approximately $19 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date.
Other
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and have not been fully resolved. Due to the inherent subjectivity and unpredictability of outcomes of legal proceedings, the Company is unable to determine, with certainty, the probability of the outcome of these matters or the range of reasonably possible losses, if any.
Other Matters
On February 20, 2026, the Supreme Court of the United States ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, effectively invalidating IEEPA‑based tariffs that had been in effect since February 2025. On April 20, 2026, U.S. Customs and Border Protection (“CBP”) launched an online portal that may be used to submit requests for refunds of IEEPA tariffs previously assessed. All refund requests are subject to CBP review and approval prior to the issuance of any refunds.
As of March 31, 2026, the Company has not recognized an asset related to potential tariff refunds, as significant uncertainty remains regarding the review process, timing, and amount of any refunds that may ultimately be approved. In addition, to the extent refunds are received, the Company may be required, based on the contractual terms with certain customers, to pass some or all of such amounts through to its customers. Accordingly, the ultimate amount, if any, that the Company may retain is uncertain. The Company will continue to evaluate new information and will recognize any refund and related obligations when the recognition criteria under ASC 450, Contingencies, have been met.
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