Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
45K characters. Original on sec.gov · Markdown
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(UNLESS INDICATED OTHERWISE, DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
The following management’s discussion and analysis should be read in conjunction with the management’s discussion and analysis of financial condition and results of operations, liquidity and capital resources included in our 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.
(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 |
(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 |
(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.
Previous: Item 1. FINANCIAL STATEMENTS. · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.