avatar International Flavors & Fragrances Inc. Manufacturing
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    A N N UA L R E POR T 201 9 E R A O F I FF THE NEXT


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    YEAR IN REVIEW Recognized externally with a 2019 2019 Announced anticipated combination with DuPont’s Nutrition & Biosciences (N&B) business Noteworthy Award from Diversity Inc Top 50 Companies for Diversity Named to Barron’s 100 Most Sustainable Companies list for second consecutive year Awarded a place on CDP’s prestigious "A" List for Climate Change and Water Security A “ ” Lister Achieved significant cost synergies of Announced intention to expand Tastepointsm model in multiple geographies around the ~50M from Frutarom world to serve dynamic well ahead of our middle-market customers year-one targets Opened the Delivered a industry’s largest significant increase solar array at its in operating and free Union Beach, cash flow** – increasing New Jersey 60% and 73% respectively property versus prior year Reduced net debt to EBITDA FU LL- YE A R 2 0 19 R E S UL TS leverage by 40 bps to Company Financials 3.2x SALES ADJUSTED OPERATING PROFIT* $5.1 $793 BILLION MILLION Andreas Fibig Reconfirmed Chairman and commitment to ADJUSTED EPS EX Chief Executive Officer mitigate climate change ADJUSTED EPS* AMORTIZATION* by signing the UN’s Business Ambition for 1.5°C: Our Only Future pledge $4.88 $6.17 D E AR FE LLOW Five years ago, IFF boldly re-imagined what this company could be. As a CEO new to the role, but not new to the company, I was SHARE HOLD E RS, committed to working with the innovators and visionaries within C U STOME RS & the IFF fold to re-establish the Company’s leadership position * Adjusted Operating Profit, Adjusted EPS & Adjusted EPS Ex Amortization are Non-GAAP metrics. E MP LOYE ES and strengthen our value proposition for all our stakeholders. ** Free cash flow is defined as operating cash flow less capital expenditures. Please see our GAAP to Non-GAAP metrics in Exhibit A at the end of this report.


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    Fast forward to today and IFF has experienced a remarkable We refreshed our talent and organization practices to embrace transformation that positions us to truly redefine our industry and a high-performing corporate culture based on three main pillars: better meet our customers’ evolving needs. We’ve built on our extreme accountability, bias for action and effective collaboration. successful effort to reassert our leadership in flavors and fragrances Foundationally, we’ve made strong advancements in our employee to set our sights on becoming the preeminent partner in taste, scent base by improving succession planning, objective setting and and nutrition. Our dedicated focus on our customers and the global employee training. And organizationally, we’ve formalized diversity & consumer has led us to create sensorial experiences that range from inclusion even more thoroughly with the launch of three employee-led developing Michelle Pfeiffer’s Henry Rose fragrances made with EWG® colleague communities, bringing our resource groups to a total of verified and Cradle to Cradle™ certified ingredients, to crafting bold four - all of which operate locally at a grassroots level and work to flavors and satisfying mouthfeel for alternative protein products. direct the global path forward. The pervasive efforts of our employees have been recognized externally with a 2019 Noteworthy Award from Following a full year of integrating the talent and technologies of Diversity Inc Top 50 Companies for Diversity, an EDGE certification legacy Frutarom into the IFF family, we have begun to realize the (US) and a perfect score for the second year in a row on the Human powerful potential of our combined capabilities that we identified Rights Campaign Foundation’s Corporate Equality Index, earning us when we first struck the partnership. With Frutarom, we now have another Best Place to Work for LGBTQ Equality award. We’ve also the strongest innovation pipeline in IFF history and have exponentially made strong commitments towards parity in 2019 by adopting expanded our capabilities in fast-growing categories such as food the UN Women’s Empowerment Principles and signing onto the protection, inclusions, cosmetic actives and health ingredients. UN Global LGBTI Standards of Conduct for Business. But the acquisition of Frutarom was only the first step in our strategic As we’ve embarked on this ambitious growth trajectory, our journey. Our late-in-the-year announcement of an agreement to sustainability priorities have remained a clear focus through each combine with DuPont’s Nutrition & Biosciences business (N&B) initiative. IFF’s mission to do better for people and the planet only represents the next leap forward for IFF as we advance toward strengthened in 2019. Building on our EcoEffective+ environmental delivering integrated solutions as a stronger innovation and creative initiative that defines our 2025 emissions goals and our long-standing partner for our customers. Our combination with N&B will create commitment to the Paris Climate Agreement, IFF became a signatory a new global leader with an enhanced ability to deliver full-scale to the UN’s Business Ambition for 1.5° C: Our Only Future pledge. solutions to thousands of customers across a broad range of end-use Last year, for the fourth time, we placed on the CDP’s Climate markets, including food & beverage, home & personal care and health Change “A” list and, we are pleased to say, made our debut placement & wellness. Upon completion, we expect our combined company on the CDP “A” list for water security, placing the Company among will be valued north of $30 billion with a combined pro forma 2019 a prestigious group of global environmental leaders with Double-A revenue of more than $11 billion and $2.6 billion of EBITDA – more distinction. Additional distinctions for corporate responsibility included than doubling where we are today. R EDEF IN IN G HOW being named to CR Magazine’s 100 Best Corporate Citizens and the Euronext Vigeo World 120 Index for Corporate Social Responsibility. In 2019, we launched Vision 2021 – building the next era of IFF – and W E L IVE IN A ND unveiled our organizational purpose – to redefine & transform how we CA R E FOR TH E In addition to our responsible sourcing and partnering with others who live in and care for the resources of our world. We also released an R ES OUR CES hold our same environmental values, we’re also exploring ways to make entirely unique brand identity, including our first logo change in 40 our manufacturing footprint more sustainable. In New Jersey, we’ve OF OUR WOR LD years. Together, these initiatives have laid the foundation for a thriving recently repurposed a brownfield by installing the industry’s largest future with greater opportunities for our colleagues, customers solar array, which is large enough to power our entire R&D facility. and shareholders. By better defining our vision and purpose, the With all future facility investments and projects underway, we prioritize organization shares an aligned focus on our path to grow in the opportunities to build in ways that reduce waste, leverage clean marketplace while empowering our employees to take even more renewable energy and increase water stewardship. ownership and do more good. 2 3


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    R❡❝❡♥t ♥✈❡st♠❡♥ts x❝❡ll❡♥❝❡ ❢✁r ☎✁✁❞ ✆❡r✈i❝❡ ♥ ✁✉r ♥❡✇ ✂❡♥t❡r ✁❢ ✄ ❛♥❞ ✆❡❛s✁♥i♥❣s ♥ ✂❛rr✁llt✁♥✱ ✝❡x❛s✱ t❤❡ ✁♣❡♥i♥❣ ✁❢ ✁✉r ✞✁♠❡ ✟ ☎❛br ❝ DO MOR E G O OD ✂❛r❡ ✠♥♥✁✈❛ti✁♥ ✂❡♥t❡r ❛t ✡❡ l❧ ☛✁r☞s ♥ ✞✁l♠❞❡ l✱ ✌❡✇ ✍❡rs❡② ❛♥❞ t❤❡ ✁♣❡♥ i♥❣s ✁❢ ✁✉r ✎l✁ b❛❧ ✆❡r✈i❝❡ ✂❡♥t❡r ♥ ✡✉❞❛♣❡st ❛♥❞ ✏’Atelier du Parfumeur in Grasse, France reflect this commitment to environmentally responsible real estate development. I am pleased to say we delivered strong financial results in the year as well, including record-setting sales of $5.1 billion. We also expanded our adjusted profit margin* and delivered $6.17 of adjusted EPS* – a testament to our team’s focus, dedication and commitment to ex amortization deliver strong results while executing our long-term strategy. We also delivered a significant increase in operating and free cash flow** – increasing 60% and 73% respectively versus prior year – and reduced our net debt to EBITDA leverage by 40 bps to 3.2x – exemplifying the strong cash generation of our business. For the tenth consecutive year, we increased our quarterly dividend reflecting our Board’s confidence in our strategic vision and strong financial profile. As mentioned, 2019 was a transformational year for the company but one where we positioned IFF – including our shareholders, employees and customers – for long-term success. If you look back at our 2014 Annual Report, you’ll see that we promised a reinvention of our company – and thanks to our talent and leadership, I can proudly say we’ve delivered on that promise. Looking ahead, I’m excited for what the future will bring and confident that IFF is well-positioned to become a new global innovation integrated solutions leader delivering even more value for all of our stakeholders. Andreas Fibig Chairman and Chief Executive Officer 10-K International Flavors & Fragrances * Adjusted Operating Profit, Adjusted EPS & Adjusted EPS Ex Amortization are Non-GAAP metrics. ** Free cash flow is defined as operating cash flow less capital expenditures. 4 Please see our GAAP to Non-GAAP metrics in Exhibit A at the end of this report.


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4858 INTERNATIONAL FLAVORS & FRAGRANCES INC. (Exact name of registrant as specified in its charter) New York 13-1432060 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 521 West 57th Street, New York, NY 10019-2960 Registrant’s telephone number, including area code (212) 765-5500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value 12 1/2¢ per share IFF New York Stock Exchange 6.00% Tangible Equity Units IFFT New York Stock Exchange 0.500% Senior Notes due 2021 IFF 21 New York Stock Exchange 1.750% Senior Notes due 2024 IFF 24 New York Stock Exchange 1.800% Senior Notes due 2026 IFF 26 New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ‘ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes Í No ‘ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Emerging growth company ‘ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í The aggregate market value of the voting stock held by non-affiliates of the Registrant was $15,491,883,187 as of June 30, 2019. As of February 26, 2020, there were 106,802,194 shares of the registrant’s common stock, par value 12 1/2¢ per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2020 Annual Meeting of Shareholders (the “IFF 2020 Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.


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    INTERNATIONAL FLAVORS & FRAGRANCES INC. PART I TABLE OF CONTENTS In this report, we use the terms “IFF,” “the Company,” “we,” “us” and “our” to refer to International PAGE Flavors & Fragrances Inc. and its subsidiaries. PART I ITEM 1. BUSINESS. ITEM 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 We are a leading innovator of sensory experiences that move the world. Our creative capabilities, global footprint, regulatory and technological know-how provide us a competitive advantage in meeting the demands of ITEM 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 our global, regional and local customers around the world. The 2018 acquisition of Frutarom solidified our ITEM 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 position as an industry leader across an expanded portfolio of products, resulting in a broader customer base across small, mid-sized and large companies and an expansion to new adjacencies that provides a platform for ITEM 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 significant cross-selling opportunities. ITEM 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Our product portfolio covers taste, scent and complementary adjacent products, and we have over 128,000 ITEM 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 individual products that are provided to customers in approximately 200 countries. Our global manufacturing PART II footprint allows us to optimize our supply chain and support our global and regional customers. As of December 31, 2019, we had 104 manufacturing facilities and 82 creative centers and application laboratories ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases located in 44 different countries. We currently anticipate that we will continue to optimize our global facilities of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 footprint as we seek opportunities to efficiently and cost-effectively deliver value to our global and regional ITEM 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 customers. ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . 40 Sales in 2019 were approximately $5.1 billion which, management believes, makes us the second largest ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 66 company in the taste, scent, nutrition and specialty ingredient industry. During the past few years, we have diversified our customer base and leveraged our technical expertise to significantly expand our global small and ITEM 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 mid-sized customer base through acquisitions, including, Frutarom, and the development of Tastepoint. Based on ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . 67 2019 sales, of our approximately 38,000 customers, approximately 35% are global consumer products companies and approximately 65% are small and mid-sized companies. During 2019, our 25 largest customers accounted for ITEM 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 38% of our sales. In 2019, no customer accounted for more than 10% of sales. ITEM 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Our business is geographically diverse, with sales in the U.S. representing approximately 20% of sales in PART III 2019. No other country represents more than 6% of sales. We believe that more significant future growth ITEM 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 potential for taste and scent, and for our business, exists in the emerging markets (which we classify as all markets except North America, Japan, Australia, and Western, Southern and Northern Europe). As a result, we ITEM 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 intend to continue to build on our multi-decade experience in the emerging markets. As our customers seek to ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder grow their businesses in emerging markets, we provide them the ability to leverage our long-standing Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 international presence and extensive market knowledge to help drive their brands in these markets. ITEM 13. Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . 69 For the periods presented in this Form 10-K, our business was organized in three segments: Taste, Scent and ITEM 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Frutarom. Beginning in the first quarter of fiscal year 2020, we are operating our business across two segments, Taste and Scent. As part of this new operating model, nearly all of the former Frutarom business segment was PART IV combined with the Taste segment. The financial results presented in this Form 10-K reflect the Taste, Scent and ITEM 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 legacy Frutarom business segments prior to the realignment. ITEM 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 Vision 2021 and Frutarom Integration Initiative SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 Following the acquisition of Frutarom, we developed a new strategy, Vision 2021, targeting accelerated revenue and profitability growth. Vision 2021 has four “pillars”: ‰ Unlocking growth opportunities — capitalizing on our expanded product portfolio, broader customer base and extensive geographic presence as well as cross-selling and integrated solutions ‰ Driving innovation — investing in high-growth and high-return platforms to continue to drive our research and development pipeline and accelerate long-term growth 1


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    ‰ Managing the Portfolio — focusing on optimizing our portfolio to maximize value creation Savory Solutions. Savory solutions include marinades or powder blends of flavors, natural colors, seasonings, functional ingredients and natural anti-oxidants that are primarily designed for the meat and fish ‰ Accelerating Business Transformation — successfully integrating Frutarom while delivering on synergy industry. targets and achieving productivity gains across the business base. Inclusions. Inclusions provide taste and texture by, among other things, combining flavorings with fruit, At the same time, we have been executing on our Frutarom integration plan to build our go-to-market vegetables, and other natural ingredients for a wide range of food products, such as health snacks, baked goods, business model by replicating the Tastepoint blueprint across certain markets, clarify roles and responsibilities cereals, pastries, ice cream and other dairy products. and, thereby, accelerate decision-making through a series of organizational changes primarily aimed at driving cost synergies in the manufacturing and creative networks, procurement and overhead functions. Nutrition and Specialty Ingredients. Our nutrition and specialty ingredients primarily consist of natural health ingredients, natural food protection, natural colors and flavor ingredients. Natural health ingredients Pending Transaction with Nutrition & Biosciences, Inc. include natural ingredients derived from plants and herbs, which provide, or are perceived as providing, health On December 15, 2019, the Company entered into definitive agreements with DuPont de Nemours, Inc. benefits. These ingredients are used in dietary supplements, functional food, infant and elderly nutrition, (“DuPont”), including an Agreement and Plan of Merger, pursuant to which DuPont will transfer its nutrition and cosmetics, personal care and other over-the-counter products. Natural food protection ingredients consist of biosciences business (the “N&B Business”) to Nutrition & Biosciences, Inc., a Delaware corporation and wholly natural antioxidants and anti-microbials used for natural food preservation and shelf life extension to beverages, owned subsidiary of DuPont (“N&B”), and N&B will merge with and into a wholly owned subsidiary of IFF in cosmetic and healthcare products, and pet food and feed additives. These ingredients reduce the oxidative exchange for a number of shares of IFF common stock, par value $0.125 per share (“IFF Common Stock”) deterioration and/or microbiology load that leads to rancidity or loss of flavor, color, and nutritional value. (collectively, the “DuPont N&B Transaction”). In connection with the transaction, DuPont will receive a Natural colors comprise a wide array of natural colors and fruit and vegetable concentrates for food, beverage, one-time $7.3 billion special cash payment (the “Special Cash Payment”), subject to certain adjustments. As a and cosmetics. result of the DuPont N&B Transaction, holders of DuPont’s common stock will own approximately 55.4% of the outstanding shares of IFF on a fully diluted basis. We believe that the combination of IFF and the N&B Business Flavor Ingredients. The flavor ingredients market includes natural flavor extracts, specialty botanical will create a global leader in high-value ingredients and solutions in the global Food & Beverage, Home & extracts, distillates, essential oils, citrus products, aroma chemicals, and natural gums and resins. Such Personal Care and Health & Wellness markets. We expect that the companies’ complementary product portfolios ingredients are used for food, beverage, and flavors and are often sold directly to food and beverage will give the combined company leadership positions across key Taste, Texture, Scent, Nutrition, Enzymes, manufacturers who use them in producing consumer products. Cultures, Soy Proteins and Probiotics categories. Scent Completion of the DuPont N&B Transaction is subject to various closing conditions, including, among Our global Scent business creates fragrance compounds and fragrance ingredients that are integral elements other things, (1) approval by IFF’s shareholders of the issuance of IFF Common Stock in connection with the in the world’s finest perfumes and best-known household and personal care products. We believe our unique transaction; (2) the effectiveness of the registration statements to be filed with the Securities and Exchange portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, deep Commission pursuant to the Merger Agreement; and (3) the expiration of the applicable waiting period under the consumer insight and customer intimacy make us a market leader in scent. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining certain other consents, authorizations, orders or approvals from governmental authorities. We expect that the transaction will close in Our Scent business is a vertically integrated operation, originating in our research facilities with the early 2021. development of natural, synthetic and proprietary molecules and innovative delivery systems, progressing to our creative centers, application laboratories and consumer insight teams where our perfumers partner with our Our Product Offerings customers to create unique fragrance compounds for use in a variety of end-use products. Finally, we produce Taste these products in our manufacturing facilities in a consistent, high-quality and cost-effective manner. We also produce cosmetic active and functional ingredients for use in cosmetics. By providing our fragrance development As a leading creator of flavor offerings, we help our customers deliver on the promise of delicious and teams with an extensive portfolio of innovative, high-quality and effective ingredients to support their creativity, healthy foods and drinks that appeal to consumers. While we are a global leader, our Taste business is more we are able to provide our customers with a unique identity for their brands. These ingredients or fragrance regional in nature, with different formulas that reflect local taste preferences. Consequently, we manage our compounds can then be combined with our innovative delivery systems which are key differentiators in the Taste business geographically, creating products in our regional creative centers which allow us to satisfy local growth of our consumer fragrance portfolio. In September 2019, we opened our new Home & Fabric Care taste preferences, while also helping to ensure regulatory compliance and production standards. We develop Innovation Center in Holmdel, New Jersey, a 60,000 square-foot research and development hub, to further drive thousands of different flavors and taste offerings for our customers, most of which are tailor-made. We innovation in our home care and fabric care categories, including digital olfaction technology, immersive virtual continually develop new formulas to meet changing consumer preferences and customer needs. reality scent experiences, and the latest generation of encapsulation technology. Our Taste business comprises a diversified portfolio across flavor compounds, savory solutions, inclusions Fragrance Compounds. Fragrance compounds are unique and proprietary combinations of multiple and nutrition and specialty ingredients. The savory solutions compounds, inclusions and nutrition and specialty ingredients that are ultimately used by our customers in their consumer goods. Our creative and commercial ingredients products were included in the legacy Frutarom businesses during 2019 and we will begin reporting teams within fragrance compounds are organized into two broad categories, fine fragrances and consumer them under the Taste business segment in 2020. fragrances. Flavor Compounds. Our flavor compounds provide unique flavors that are ultimately used by our customers Our fine fragrances focus on perfumes and colognes. Our scientists and perfumers collaborate to develop in savory products (soups, sauces, meat, fish, poultry, snacks, etc.), beverages (juice drinks, carbonated or new molecules, new natural extractions, and innovative processes to create unique, inspiring fragrances. We have flavored beverages, spirits, etc.), sweets (bakery products, candy, cereal, chewing gum, etc.), and dairy products created some of the industry-leading fine fragrance classics as well as cutting-edge niche fragrances, as (yogurt, ice cream, cheese, etc.). evidenced by the number of top sellers and award winners. 2 3


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    Our consumer fragrances include five end-use categories of products: Research and Development ‰ Fabric Care, including laundry detergents, fabric softeners and specialty laundry products; We consider our research and development infrastructure to be one of our key competencies and critical to our ability to provide differentiated products to our customers. We focus and invest substantial resources in the ‰ Home Care, including household cleaners, dishwashing detergents and air fresheners; research and development of new and innovative molecules, compounds, formulas and technologies and the ‰ Personal Wash, including bar soaps and shower gels; application of these to our customers’ products. Using the knowledge gained from our consumer insights ‰ Hair Care, including shampoos and conditioners; and programs, we strategically focus our resources around key research and development platforms that address or anticipate consumer needs or preferences. By aligning our capabilities and resources to these platforms, we ‰ Toiletries, including deodorants and shaving creams. ensure the proper support and focus for each program so that it can be further developed and eventually accepted for commercial application. Ingredients. Fragrance ingredients consists of natural and synthetic, of active and functional ingredients that are used internally and sold to third parties, including competitors, for use in preparation of compounds. While We have been granted 415 patents in the United States since 2000 and we have developed many unique the principal role of our fragrance ingredients facilities is to support our fragrance compounds business, we molecules and delivery systems for our customers that are used as the foundations of successful flavors and utilize our excess manufacturing capacity to manufacture and sell certain fragrance ingredients to third parties. fragrances around the world. We believe that this business allows us to leverage our fixed costs while maintaining the security of supply for our perfumers and ultimately our customers. Fragrance ingredients available for sale to third parties include We have traditionally conducted our principal basic research and development activities in Union Beach, innovative ingredients that leverage our manufacturing experience as well as a limited amount of cost- New Jersey, where we employ scientists and application engineers who collaborate with our other research and competitive, commodity ingredients. Fragrance ingredients also includes our cosmetic active and functional development centers around the world, to support the: ingredients, which provide biologists and cosmetic chemists with innovative solutions to address cosmetic ‰ discovery of new materials; challenges such as skin aging and hair protection. With approximately 1,800 separate fragrance and active and functional ingredients, plus additional botanicals and delivery systems, we believe we are a leader in the industry ‰ development of new technologies, such as delivery systems; with the breadth of our product portfolio. ‰ creation of new compounds; and Legacy Frutarom ‰ enhancement of existing ingredients and compounds. During 2019, our Frutarom business created and manufactured a broad suite of flavor compounds and We also have key basic research and development centers in Tilburg, the Netherlands, Neuilly and Grasse, specialty fine ingredients, largely targeting small, local and regional customers. As noted above, beginning in France, and Nanjing, China. As of December 31, 2019, we employed approximately 2,300 people globally in fiscal year 2020, our business segments have been realigned such that nearly all of the Frutarom business research and development activities. segment will combine with our Taste business. The financial results presented in this Form 10-K reflect the Scent, Taste and Frutarom business segments prior to the realignment. Our ingredients research program discovers molecules found in natural substances and creates new molecules that are subsequently tested for their sensorial value. To broaden our offerings of natural, innovative Consumer Insights, Research and Product Development Process and unique products, we seek collaborations with research institutions and other companies throughout the world. The markets in which we compete require constant innovation to stay ahead of the curve and to be We have established a number of such collaborations to strengthen our innovation pipeline. We may also competitive. Consumer preferences tend to drive change in our markets, and as science evolves and sustainability consider acquiring companies that could provide access to new technologies. continues to be a key factor to customers and consumers, we must continue to strengthen our research and development platforms and adapt our capabilities to provide differentiated products to our customers. The development of new and customized flavor and fragrance compounds is a complex process calling upon the combined knowledge of our scientists, flavorists and perfumers. Scientists from various disciplines work in Consumer Insights project teams with flavorists and perfumers to develop flavor and fragrance compounds with consumer preferred performance characteristics. The development of new flavor and fragrance compounds requires (i) an in-depth We believe that the first step to creating an innovative and unique flavor or fragrance experience begins knowledge of the flavor and fragrance characteristics of the various ingredients we use, (ii) an understanding of with gaining insight into the consumer and emerging trends. By developing a deep understanding of what how the many ingredients in a consumer product interact and (iii) the creation of controlled release and delivery consumers value and prefer through our consumer insight programs, we are better able to focus our research and systems to enhance flavor and fragrance performance. To facilitate this process, we have a scientific advisory development and creative efforts. board that provides external perspectives and independent feedback on our research and development and sustainability initiatives. Our consumer science, insight and marketing teams interpret trends, monitor product launches, analyze quantitative market data, and conduct numerous consumer interviews annually. Our sensory experts direct Creative Application research programs exploring topics such as fragrance performance, the psychophysics of sensory perception (including chemesthetic properties such as warming, cooling, and tingling), the genetic basis for flavor and Through our global network of creative centers and application laboratories, we create or adapt the basic fragrance preference, and the effects of aromas on mood, performance, health, and well-being. flavors or fragrances compounds that we have developed in the research and development process to commercialize for use in our customers’ consumer products. Our global creative teams consist of perfumers, Based on this information, we develop innovative and proprietary programs to evaluate potential products fragrance evaluators and flavorists, as well as marketing, consumer science, consumer insights, and technical that enable us to understand the emotional connections between a prospective product and the consumer. We application experts, from a wide range of cultures and nationalities. In close partnership with our customers’ believe this ability to pinpoint the likelihood of a product’s success translates into stronger brand equity, resulting product development groups, our creative teams create the sensory experiences that our customers are seeking in in increased returns and greater market share gains for our customers as well as for IFF. order to satisfy consumer demands in each of their markets. 4 5


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    New flavor and fragrance development is driven by a variety of sources including requests from our the Netherlands, Spain, Great Britain, Germany, Indonesia, Turkey, Brazil, Mexico, Slovenia, China, India, and customers, who are in need of specific flavors and fragrances for use in a new or modified consumer product, or Singapore. Based on the regional nature of the Taste business and the concerns regarding the fragile nature of as a result of internal initiatives stemming from our consumer insights program. Our product development team transporting raw materials, we have typically established smaller manufacturing facilities in our local markets works in partnership with our scientists and researchers to optimize the consumer appeal and relevance of our that are focused on local needs. Products within the Scent business are typically composed of compounds that are flavors and fragrances. A collaborative process between our researchers, our product development team and our more stable and more transportable around the world. Consequently, we have fewer manufacturing facilities customers then follows to perfect the flavors and fragrances, so they are ready to be included in the final within our Scent business, which produce compounds and ingredients for global distribution. consumer product. In connection with the integration of Frutarom, we have undertaken to optimize our global operations In addition to creating new flavors and fragrances, our researchers and product development teams advise footprint to efficiently and cost-effectively deliver value to our global customers. As part of this effort, we expect customers on ways to improve their existing products by moderating or substituting current ingredients with to close approximately 35 manufacturing sites over the next two years with most of the closures targeted to occur more readily accessible or less expensive materials enhancing their yield. This often results in creating a better before the end of fiscal 2020. During 2019, the Company announced the closure of 10 facilities, of which six value proposition for our customers. facilities are in Europe, Africa and Middle East, two facilities in Latin America, and one facility in each North America and Greater Asia regions. Our flavors and fragrances compound formulas are treated as trade secrets and remain our proprietary assets. Our business is not materially dependent upon any individual patent, trademark or license. Our supply chain initiatives are focused on increasing capacity and investments in key technologies. Within our more mature markets, we tend to focus on consolidation and cost optimization as well as implementing new Supply Chain technologies. In addition to our own manufacturing facilities, we develop relationships with third parties, including contract manufacturing organizations, that permit us to expand access to the technologies, capabilities We strive to provide our customers with consistent quality products on a timely and cost-effective basis by and capacity that we need to better serve our customers. managing all aspects of the supply chain, from raw material sourcing through manufacturing, quality assurance, regulatory compliance and distribution. Sustainability Over the past several years, we have redefined the way we envision sustainability. Moving from the Procurement traditional “take-make-dispose” model, we have embraced the circular economy model — one that is restorative In connection with the manufacture of compounds, we use natural ingredients and, primarily in our and regenerative by design, which we believe is key in safeguarding the wellbeing of our consumers, the health fragrance compounds, synthetic ingredients. We purchase approximately 23,000 different raw materials from an of our planet and the integrity of our business. extensive network of domestic and international suppliers and distributors. Customers and consumers want to know if the products they are purchasing are responsibly sourced and With the acquisition of Frutarom, we significantly increased our natural products and therefore the environmentally conscious. Our sustainability vision and strategy are designed to meet these global trends, and percentage of our ingredients that are natural or crop-related has increased. Natural ingredients are derived from we are committed to making real progress happen at every opportunity. Following the Frutarom acquisition, we flowers, fruits and other botanical products, as well as from animal products, and contain varying numbers of are working on assessing our combined environmental footprint with the intent of identifying synergies, gaps and organic chemicals that are responsible for the fragrance or flavor of the natural product. Natural products are opportunities in our sustainability efforts and upgrading the legacy Frutarom operations to better align them with purchased in processed or semi-processed form. Some are used in compounds in the state in which they are the legacy IFF sustainability practices. obtained and others are used after further processing. Natural products, together with various chemicals, are also used as raw materials for the manufacture of synthetic ingredients by chemical processes. Our flavor products In line with our Vision 2021 strategy and our goal of redefining how we live in and care for the resources of also include extracts and seasonings derived from various fruits, vegetables, nuts, herbs, spices, and our world, our sustainability goals include: microbiologically-derived ingredients. ‰ Reducing Our Environmental Footprint — we will seek to leverage synergies and manage our combined footprint to reduce our environmental impact. In order to ensure our supply of raw materials, achieve favorable pricing and provide timely transparency regarding inflationary trends to our customers, we continue to be focused on: ‰ Strengthening Responsible Sourcing — we will continue to assess our supply chain and seek to increase sustainable sourcing across our combined supply base. ‰ purchasing under contract with fixed or formula based pricing for set time periods; ‰ Driving Sustainable Innovation — we will seek to embed sustainability into our products and processes. ‰ entering into supplier relationships to gain access to supplies and available capacity that we do not have; ‰ Embracing People and Communities — we will seek to create a culture of diversity and inclusiveness ‰ implementing indexed pricing; while giving back to the communities where we source and operate. ‰ reducing the complexity of our formulations; and In 2019, we were recognized for our sustainability efforts with the 2019 “Industry Mover” award from ‰ evaluating whether it is more profitable to buy or make an ingredient SAM, a subsidiary of RobecoSAM which specializes in providing environmental, social and governance (ESG) data, benchmarks and ratings. The award acknowledges IFF’s top-scoring performance in economic, social and ‰ local country sourcing with our own procurement professionals. environmental categories. We also reconfirmed our commitment to mitigate climate change by signing the United Nation’s Business Ambition for 1.5°C: Our Only Future pledge, committing to set science-based Manufacturing and Distribution emissions targets to limit global temperature rise to 1.5 degrees Celsius. In addition, among other distinctions, we As of December 31, 2019, we had 186 manufacturing facilities and creative centers and application were named to Barron’s 100 Most Sustainable Companies List for the second consecutive year, recognizing our laboratories located in 44 different countries. Our major manufacturing facilities are located in the United States, exceptional environmental, social and corporate governance performance. 6 7


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    For more detailed information about our sustainability programs and performance, please refer to our annual ‰ innovation and technological advances from our research and development activities and our perfumers sustainability report. and flavorists, ‰ our ability to tailor products to customers’ needs, Governmental Regulation ‰ our ability to manufacture products on a global scale, and We develop, produce and market our products in a number of jurisdictions around the world and are subject to federal, regional and local legislation and regulations in each of the various countries. Our products, which ‰ broad-based regulatory capabilities. among other industries, are intended for use in food, beverage and pharmaceutical industries, are subject to strict quality and regulatory standards. As a result, we in turn are required to meet these strict standards which, in Large multi-national customers and, increasingly, mid-sized customers, may limit the number of their recent years, have become increasingly stringent and affect both existing as well as new products. suppliers by placing some on “core lists,” giving them priority for development and production of their new or modified products. To compete more successfully in this environment, we must make continued investments in Our products and operations are subject to regulation by governmental agencies in each of the markets in customer relationships and tailor our research and development efforts to anticipate customers’ needs, provide which we operate. These agencies include (1) the Food and Drug Administration and equivalent international effective service and secure and maintain inclusion on these “core lists.” agencies that regulate flavors and other ingredients in consumer products, (2) the Environmental Protection Private label manufacturers, mostly medium-sized, local or small food manufacturers, constitute a growing Agency and equivalent international agencies that regulate our manufacturing facilities, (3) the Occupational segment in the flavor market. Over the last decade, with the strengthening of supermarket chains, online Safety and Health Administration and equivalent international agencies that regulate the working conditions in platforms and growing consumer price consciousness, demand and consumption of private label products has our manufacturing, research laboratories and creative centers, (4) local and international agencies that regulate grown at a faster rate than the brand food industry rate. We believe that new business opportunities will continue trade and customs, (5) the Drug Enforcement Administration and other local or international agencies that to arise from these clients as they are increasing their demand for products that are similar to existing products in regulate controlled chemicals that we use in our operations and (6) the Chemical Registration/Notification the market, distinctive premium products, as well as more innovative products. authorities that regulate chemicals that we use in, or transport to, the various countries in which we manufacture and/or market our products. We have seen an increase in registration and reporting requirements concerning the The global demand for functional foods, food additives, natural ingredients, nutritional ingredients and use of certain chemicals in a number of countries, such as Registration, Evaluation, Authorisation and Restriction supplements and active cosmetic ingredients is also growing. With our recent acquisitions, we have expanded our of Chemicals (“REACH”) regulations in the European Union, as well as similar regulations in other countries. In offerings to include products within the functional food ingredient market, including ingredients focused on addition, the acquisition of Frutarom introduced business adjacencies which broaden the landscape of regulatory improving the health and wellness characteristics of a consumer good, the nutritional supplement and infant compliance requirements applicable to IFF. nutrition markets and the cosmetic actives market. While the three other large global flavor and fragrance manufacturers, Givaudan, Firmenich and Symrise, are active in these areas, we also compete with specialty In addition, we are subject to various rules relating to health, work safety and the environment at the local chemical companies, other large multi-national companies and smaller regional and local participants that offer and international levels in the various countries in which we operate. Our manufacturing facilities throughout the products that address these same needs. world are subject to environmental standards relating to air emissions, sewage discharges, the use of hazardous materials, waste disposal practices and clean-up of existing environmental contamination. In recent years, there Our People has been a significant increase in the stringency of environmental regulation and enforcement of environmental standards, and the costs of compliance have risen significantly, a trend we expect will continue in the future. The success of our business is built on our talented employees. Our global team uses the latest science, insights, research, creative thinking and customer understanding to develop products that make an impact with Competition customers and consumers across the world. At December 31, 2019, we had approximately 13,600 employees worldwide, of whom approximately 2,000 are employed in the United States. We believe that relations with our The markets for taste and scent are part of a larger market that supplies a wide variety of ingredients and employees are good. compounds used in consumer products. The broader market includes functional foods and food additives, including seasonings, texturizers, spices, enzymes, certain food-related commodities, and fortified products as Availability of Reports well as nutritional ingredients, supplements and active cosmetic ingredients. We make available free of charge on or through the “Investors” link on our website, www.iff.com, all materials that we file electronically with the Securities and Exchange Commission (“SEC”), including our annual The global market for taste and scent has expanded consistently, primarily as a result of an increase in report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those demand for, and an increase in the variety of, consumer products containing flavors and fragrances. reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the SEC. The market for taste and scent is highly competitive. Based on annual sales, our main competitors consist of During the period covered by this Form 10-K, we made all such materials available through our website as soon (1) the three other large global flavor and fragrance manufacturers, Givaudan, Firmenich and Symrise, as reasonably practicable after filing such materials with the SEC. (2) mid-sized companies, (3) numerous regional and local manufacturers and (4) consumer product companies who may develop their own flavors or fragrances. The SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information that we file electronically with the SEC. We believe that our ability to compete successfully in the flavors and fragrances sub-market is based on: A copy of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of ‰ our in-depth understanding of consumers, the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board of ‰ vertical integration, Directors are posted on the “Investors” section of our website, www.iff.com. 8 9


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    Our principal executive offices are located at 521 West 57th Street, New York, New York 10019 Matthias Haeni has served as our Divisional Chief Executive Officer, Taste since October 2018. Mr. Haeni (212-765-5500). joined our Company in 2007 as Regional General Manager, Flavors Greater Asia and was our Group President, Flavors from April 2014 to October 2018. In 2010, Mr. Haeni transferred to Hilversum, The Netherlands where Executive Officers of Registrant he served as Regional General Manager for Flavors in Europe, Africa, and the Middle East (“EAME”). Prior to The current executive officers of the Company, as of March 3, 2020, are listed below. joining our Company, Mr. Haeni was based in Singapore as Givaudan’s Vice President of Commercial Flavors, Southeast Asia Pacific and held similar positions throughout EAME. Name Age Position Andreas Fibig . . . . . . . . . . . . . 58 Chairman of the Board and Chief Executive Officer Gregory Yep has served as our Executive Vice President, Chief Global Scientific & Sustainability Officer Rustom Jilla . . . . . . . . . . . . . . 58 Executive Vice President and Chief Financial Officer since June 2016. Prior to joining our Company, Dr. Yep was Senior Vice President of Research, Development & Richard A. O’Leary . . . . . . . . 59 Executive Vice President, Integration Officer Applications with The Kerry Group from January 2015 to June 2016. Prior to The Kerry Group, Dr. Yep was Nicolas Mirzayantz . . . . . . . . . 57 Divisional Chief Executive Officer, Scent Senior Vice President of R&D at PepsiCo from June 2009 to December 2015 and was Global Vice President, Matthias Haeni . . . . . . . . . . . . 54 Divisional Chief Executive Officer, Taste Application Technologies at Givaudan Flavors and Fragrances from December 2005 to June 2009. Earlier in his Gregory Yep . . . . . . . . . . . . . . 55 Executive Vice President, Chief Global Scientific & Sustainability Officer career, Dr. Yep was at McCormick & Company, where he held executive roles of increasing responsibility in Susana Suarez-Gonzalez . . . . 50 Executive Vice President, Chief Human Resources Officer food science. Dr. Yep holds a bachelor’s degree in biology and chemistry from the University of Pennsylvania Anne Chwat . . . . . . . . . . . . . . 60 Executive Vice President, General Counsel and Corporate Secretary and master’s degree and Ph.D. in organic chemistry from Johns Hopkins University. Francisco Fortanet . . . . . . . . . 51 Executive Vice President, Operations Susana Suarez-Gonzalez has served as our Executive Vice President, Chief Human Resources Officer since Andreas Fibig has served as our Chairman since December 2014 and Chief Executive Officer since November 2016. Prior to joining our Company, Ms. Gonzalez was Senior Vice President, Global Operations & September 2014. Mr. Fibig has been a member of our Board of Directors since 2011. From 2008 to 2014, Centers Expertise, Human Resources of Fluor Corporation from 2014 to 2016. Ms. Gonzalez began her career at Mr. Fibig served as President and Chairman of the Board of Management of Bayer HealthCare Pharmaceuticals, Fluor Corporation in 1991, and during her 25 years with the company, she held various leadership positions the pharmaceutical division of Bayer AG. Prior to Bayer HealthCare Pharmaceuticals, Mr. Fibig held a number across several business groups and functions including construction, marketing, sales, project engineering and of positions of increasing responsibility at Pfizer Inc., a research-based pharmaceutical company, including as human resources. Senior Vice President in the US Pharmaceutical Operations group from 2007 through 2008 and as President, Latin America, Africa and Middle East from 2006 through 2007. Anne Chwat has served as our Executive Vice President, General Counsel and Corporate Secretary since August 2015 and as our Senior Vice President, General Counsel and Corporate Secretary from April 2011 to Rustom Jilla has served as our Executive Vice President and Chief Financial Officer since January 2020. August 2015. Prior to joining our Company, Ms. Chwat served as Executive Vice President and General Counsel From July 2015 to January 2020, Mr. Jilla served as Executive Vice President and Chief Financial Officer of of Burger King Holdings, Inc., a fast food hamburger restaurant company, from September 2004 to April 2011. MSC Industrial Direct Co., Inc., a distributor of metalworking and maintenance repair operations, products and From September 2000 to September 2004, Ms. Chwat held various positions at BMG Music (now Sony Music services. From April 2013 to September 2014, Mr. Jilla served as CFO for Dematic Group, a European based Entertainment), including Senior Vice President, General Counsel and Chief Ethics and Compliance Officer. global provider of warehouse logistics and inventory management solutions. Prior to that Mr. Jilla was CFO of Ansell Limited, an Australian-listed global leader in protective solutions from September 2002 to April 2013. Francisco Fortanet has served as our Executive Vice President, Operations since August 2015 and as Senior Before that, Mr. Jilla held various leadership positions in finance and product management at PerkinElmer Inc. Vice President, Operations from February 27, 2012 to August 2015. In 2018, he was named Frutarom Integration and The BOC Group, a British public multinational industrial gas company, in the U.S. and New Zealand. He lead. Mr. Fortanet joined our Company in 1995, and has served as our Vice President, Global Manufacturing began his career in auditing with PricewaterhouseCoopers LLP in Sri Lanka. Compounding from January 2007 to February 2012, our Vice President, Global Manufacturing from January 2006 to January 2007, our Regional Director of North America Operations from December 2003 to January Richard A. O’Leary has served as our Executive Vice President and Integration Officer since January 2020. 2005, the Project Manager of a special project in Ireland from May 2003 to December 2003, and as our Plant Previously, Mr. O’Leary served as our Executive Vice President and Chief Financial Officer since October 2016. Manager in Hazlet, New Jersey from October 1999 to May 2003. Mr. Fortanet started his career in IFF-Mexico. Mr. O’Leary originally joined our Company in July 2007. Mr. O’Leary was our Senior Vice President, Controller and Chief Accounting Officer from July 2015 until his appointment as Chief Financial Officer, and served as our ITEM 1A. RISK FACTORS. Vice President and Controller from May 2009 to November 2014. Mr. O’Leary served as our Interim Chief Financial Officer from November 2014 to July 2015 and from July 2008 to May 2009. Mr. O’Leary was also our We routinely encounter and address risks in conducting our business. Some of these risks may cause our Vice President, Corporate Development from July 2007 to May 2009. Prior to joining our Company, future results to be different — sometimes materially different — than we presently anticipate. Below are Mr. O’Leary held various positions at International Paper Co., a paper and packaging company, which he material risks we have identified that could adversely affect our business. How we react to material future originally joined in 1986, including Chief Financial Officer of International Paper Company (Brazil) from June developments, as well as how our competitors and customers react to those developments, could also affect our 2004 to June 2007. Prior to International Paper Co., Mr. O’Leary was with Arthur Young & Co. future results. Nicolas Mirzayantz has served as our Divisional Chief Executive Officer, Scent since October 2018. Risks Related to Our Business and Industry Mr. Mirzayantz originally joined our Company in 1988 and was our Group President, Fragrances from January We may not realize all the benefits anticipated from the Frutarom acquisition, which could adversely 2007 to October 2018. Mr. Mirzayantz also served as a member of our Temporary Office of the Chief Executive affect our business. Officer from October 1, 2009 until February 2010, our Senior Vice President, Fine Fragrance and Beauty Care and Regional Manager, North America from March 2005 to December 2006, our Senior Vice President, Fine The success of the Frutarom acquisition ultimately depends on our ability to realize anticipated benefits Fragrance and Beauty Care from October 2004 to February 2005, and our Vice President Global Fragrance from the transaction. Since the Frutarom acquisition, we have benefited from, and expect to continue to benefit Business Development from February 2002 to September 2004. from cost synergies through global footprint optimization across manufacturing, the realization of significant 10 11


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    procurement synergies plus organizational and operational efficiencies in overhead expenses. We also expect to The Frutarom acquisition resulted, and may continue to result, in significant costs, charges or other achieve revenue synergies by leveraging customer relationships across a much broader customer base and cross- liabilities that could adversely affect the financial results of the combined company. selling legacy IFF and Frutarom technology and capabilities. If we fail to realize all the benefits that we expect to Following the acquisition of Frutarom, our financial results were adversely affected by restructuring achieve from the Frutarom acquisition, our business could be adversely affected. charges, cash expenses and non-cash accounting charges incurred in connection with the acquisition. We expect to record total pretax restructuring charges related to the Frutarom acquisition of approximately $65 million, of The integration of our legacy IFF business and Frutarom’s business is a costly and time-consuming process, which $10.4 million have been recorded since closing of the transaction through December 31, 2019, comprised and we may face significant implementation challenges that will impact our ability to realize the expected of approximately $6.1 million of severance and related benefit costs; $0.5 million of asset write-downs and write- benefits from the acquisition, including without limitation: offs; and $3.7 million of costs associated with exit and disposal activities. In addition, there are many processes, ‰ potential disruption of, or reduced growth in, our historical core businesses, due to diversion of policies, procedures, operations, technologies and systems that are being integrated across our organization that management attention as well as financial and other resources from our historical core business and will result in costs, including financial advisory, tax, information technology, legal, consulting and other uncertainty with our current customer and supplier relationships; professional advisory fees associated with these integration activities. Costs and expenses incurred in connection with the integration limit resources that may otherwise be available for investment in research and development ‰ loss of business as a result of changes in customer and/or competitor behaviors following the Frutarom and capital expenditures. acquisition, including our inability to keep certain customer accounts of Frutarom who may be direct competitors to IFF, or our need to deprioritize our business activities in certain markets based on market As a result of the acquisition, we assumed all of Frutarom’s liabilities, including unknown and contingent conditions; liabilities. Due to the nature of the transaction and the characteristics of Frutarom, our ability to conduct ‰ difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects; extensive due diligence was limited and we may subsequently identify unknown liabilities, including those that Frutarom assumed in its prior acquisitions that are not currently probable or estimable. Prior to our acquisition, ‰ challenges arising from the expansion of our product offerings into adjacencies with which we have Frutarom completed 47 acquisitions since 2011, including 22 since the beginning of 2016. If we do not properly limited experience, including functional foods and nutrition; assess the scope of these liabilities or if these liabilities are neither probable nor estimable at this time, our future ‰ the possibility of faulty assumptions underlying expectations regarding the integration; financial results could be adversely affected by unanticipated reserves or charges, unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax ‰ coordinating and integrating research and development teams across technologies and products to benefits or other adverse effects on our business, operating results or financial condition. enhance product development while reducing costs; We may fail to realize the expected cost savings and increased efficiencies from or stay within our ‰ coordinating sales and marketing efforts to effectively position our capabilities and the direction of estimated costs of the Frutarom integration and our ongoing optimization of our manufacturing facilities product development; may not be as effective as we anticipate. ‰ ensuring regulatory compliance, quality. safety and sustainability standards across an organization of Our ability to realize anticipated cost savings and synergies from the Frutarom manufacturing increased scale and complexity; rationalization may be affected by a variety of factors which may impose significant risks to us and which may ‰ retaining and efficiently managing our significantly expanded and decentralized customer base; be out of our control, including: ‰ the assumption of and exposure to unknown or contingent liabilities of Frutarom; ‰ our ability to accurately estimate costs in multiple jurisdictions related to the consolidation, updating or closing of manufacturing facilities; ‰ unanticipated issues or higher than expected costs in consolidating and integrating corporate, information technology, finance and administrative infrastructures, and integrating and harmonizing business systems; ‰ our ability to successfully and efficiently manufacture the relocated product lines at a different manufacturing facility; ‰ combining and optimizing our manufacturing facilities and global supply chain as well as leveraging customer relationships for cross-selling opportunities; ‰ our ability to effectively reduce overhead and integrate and retain employees of the relocated operations; ‰ aligning compliance, quality, as well as safety and sustainability standards across operations; ‰ difficulties in implementing and maintaining consistent standards, controls, procedures, policies and information systems; ‰ aligning processes, policies, procedures, technologies, operations, employee benefits, information ‰ integrating newly acquired manufacturing, distribution and technology facilities; technologies and systems across operations; ‰ potential strains on our personnel, systems and resources and diversion of attention from other priorities; ‰ difficulties in managing a larger and more complex combined company, addressing differences in and business culture and retaining key personnel; and ‰ unforeseen or contingent liabilities of the relocated operations, including tax liabilities. ‰ managing tax costs or inefficiencies associated with integrating the operations of the combined company. Actual charges, costs and adjustments arising from these activities may vary materially from our estimates, Some of these factors are outside of our control and any one of them if not successfully managed could and may require cash and non-cash integration and implementation costs or charges in excess of forecasted result in increased costs and diversion of management’s time and energy, as well as reputational harm and amounts, which could offset any such savings and other synergies and therefore could have an adverse effect on decreases in the amount of expected revenue which could materially impact our business, financial condition and our margins. results of operations. If the anticipated benefits from the Frutarom acquisition are not fully realized, or take longer to realize than expected, the value of our common stock, revenues, levels of expenses and results of Furthermore, as part of our ongoing strategy, we seek to enhance our manufacturing efficiency and align our operations may be adversely affected. geographic manufacturing footprint with our expectations of future growth and technology needs. For example, 12 13


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    we are in the process of relocating one of our Fragrance Ingredients facilities in China and constructing new As we continue to enter into adjacent markets, such as cosmetic ingredients, functional foods, specialty fine facilities in India and Indonesia. In addition, in connection with the Frutarom integration, we are consolidating, ingredients and nutrition products, we may face greater competition-related risks in these markets than with our updating and/or closing manufacturing facilities to achieve synergies and align our manufacturing footprint. core historic flavor and fragrances businesses. For example, the specialty fine ingredients market is more price sensitive than the flavors market and is characterized by relatively lower profit margins. Some fine ingredients Our incurrence of additional debt to pay the cash portion of the Frutarom consideration increased our products are less unique and more replaceable than competitors’ products. There is no assurance that operating financial leverage and could adversely affect our future cash flows and cost of capital. margins will remain at current levels, which could substantially impact our business, operating results and In connection with the acquisition of Frutarom, we borrowed approximately $3.3 billion of additional debt, financial condition. thereby significantly increasing our leverage. As of December 31, 2019, our total debt consisted of $4.4 billion. There may be circumstances in which required payments of principal and/or interest on our debt could adversely Competition in our business is based, among other things, on innovation, product quality, regulatory affect our cash flows, our operating results or our ability to return capital to our shareholders. Furthermore, our compliance, pricing, quality of customer service, the support provided by marketing and application groups, and degree of leverage could adversely affect our future credit ratings. If we are unable to maintain or improve our understanding of consumers. It is difficult for us to predict the timing, scale and success of our competitors’ current investment grade rating, it could adversely affect our future cost of funding, liquidity and access to actions in these areas. In particular, the discovery and development of new flavors and fragrance compounds and capital markets. In addition, our current level of leverage could increase our vulnerability to sustained, adverse ingredients, protection of our intellectual property and development and retention of key employees are critical to macroeconomic weakness, limit our ability to obtain further financing, and our ability to pursue certain our ability to effectively compete in our business. Advancement in technologies have also enhanced the ability of operational and strategic opportunities, including large acquisitions. Our level of indebtedness as well as our our competitors to develop substitutable products. Increased competition by existing or future competitors, failure to comply with covenants under our debt instruments, could adversely affect our business, results of including aggressive price competition, could result in the loss of sales, reduced pricing and margin pressure and operation and financial condition. could adversely impact our sales and profitability. Failure to successfully establish and manage acquisitions, collaborations, joint ventures or partnerships If we are unable to successfully market to our expanded and diverse Taste customer base, our operating could adversely affect our growth. results and future growth may be adversely affected. From time to time, we evaluate acquisition candidates that may strategically fit our business and/or growth As a result of our acquisition of Frutarom, the number of our customers significantly increased and became objectives. If we are unable to successfully integrate and develop acquired businesses, we could fail to achieve more diverse. Our historical customer base was primarily comprised of large and medium-sized food, beverage anticipated synergies and cost savings, including any expected increase in revenues and operating results, which and consumer products companies. As a result of the expansion of our Tastepoint initiative and the Frutarom could have a material adverse effect on our financial results. We may also incur asset impairment charges related acquisition, and based on 2019 sales, we currently have approximately 38,000 customers, approximately 65% of to acquisitions that reduce our earnings. which are small and mid-sized companies. This substantial increase in and diversity of our customer base requires us to adjust, among other things, our product development, manufacturing, distribution, marketing, Additionally, we also evaluate and enter into collaborations, joint ventures or partnerships from time to time customer relationship and sales strategy as well as adapt corporate, information technology, finance and to enhance our research and development efforts or expand our product portfolios and technology. The process of administrative infrastructures to support different go-to-market models. We may experience difficulty managing establishing and maintaining collaborative relationships is difficult and time-consuming to negotiate, document the growth of a portfolio of customers that is more diverse in terms of its geographical presence as well as with and implement. We may not be able to successfully negotiate such arrangements or the terms of the arrangements respect to the types of services they require and the infrastructure required to deliver our products. If we are may not be as favorable as anticipated. Furthermore, our ability to generate revenues from such collaborations unable to successfully gain market share or maintain our relationships with these customers, our future growth will depend on our partners’ abilities and efforts to successfully perform the functions assigned to them in these could be adversely affected. arrangements and these collaborations may not lead to development or commercialization of products in the most efficient manner, or at all. In addition, from time to time, we have acquired, and we may acquire, only a majority Our success depends on attracting and retaining talented people within our business. Significant shortfalls interest in companies and provided or may provide earnouts for the former owners along with the ability, at our in recruitment or retention could adversely affect our ability to compete and achieve our strategic goals. option, or obligation, at the former owners’ option, to purchase the minority interests at a future date at an Attracting, developing, and retaining talented employees, including our perfumers, scientists and flavorists, established price. These investments may have additional risks and may not be as efficient as other operations as is essential to the successful delivery of our products and success in the marketplace. Furthermore, as we we may have fiduciary or contractual obligations to the minority investors and may rely on former owners for the continue to focus on innovation, our need for scientists and other professionals will increase. An important factor continuing operation of the acquired business. If we are unable to successfully establish and manage these in our ability to realize our anticipated benefits from the Frutarom acquisition is our ability to retain key collaborative relationships and majority investments it could adversely affect our future growth. employees at Frutarom. The ability to attract and retain talented employees is critical in the development of new products and technologies which is an integral component of our growth strategy. Our business is highly competitive, and if we are unable to compete effectively our sales and results of operations will suffer. Competition for employees can be intense and if we are unable to successfully integrate, motivate and The markets in which we compete are highly competitive. We face vigorous competition from companies reward the acquired Frutarom employees or our current employees in our combined company, we may not be throughout the world, including multi-national and specialized flavors, fragrances, nutrition and specialty able to retain them. If we are unable to retain these employees or attract new employees in the future, our ability ingredients companies, as well as consumer product companies which may develop their own flavors, fragrances to effectively compete with our competitors and to grow our business could be adversely affected. or ingredients. In the flavors industry, we also face increasing competition from ingredient suppliers that have expanded their portfolios to include flavor offerings. Some of our competitors specialize in one or more of our A significant portion of our sales is generated from a limited number of large multi-national customers, product sub-segments, while others participate in many of our product sub-segments. In addition, some of our which are currently under competitive pressures that may affect the demand for our products and global competitors may have more resources than we do or may have proprietary products that could permit them profitability. to respond to changing business and economic conditions more effectively than we can. Consolidation of our During 2019, our 25 largest customers, each of which was a multi-national consumer products company, competitors may exacerbate these risks. accounted for 38% of our sales. Large multi-national customers’ market share, especially in the consumer 14 15


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    product industry, continues to be pressured by new smaller companies and specialty players that cater to or are and development activities or the manufacturing of ingredients or products were disrupted, the cost of relocating more adept at adjusting to the latest consumer trends, including towards natural products and clean labels, or replacing these activities or reformulating these ingredients or products may be substantial, which could result changes in the retail landscape (including e-commerce and consolidation), and increased competition from in production or development delays or otherwise have an adverse effect on our margins, operating results and private labels, which have resulted and may continue to result in decreased demand for our products by such future growth. multi-national customers and volume erosion, especially in our Taste business. Furthermore, consolidations amongst our customers have resulted in larger and more sophisticated customers with greater buying power and For example, in December 2019, there was an outbreak of a novel strain of coronavirus (COVID-19) in additional negotiating strength. If such trends continue, our sales could be adversely impacted if we are not able Wuhan, China that has since spread to other regions in China and the rest of the world. To contain the outbreak, to replace these sales. the Chinese central government extended the Lunar New Year holiday for one week and issued guidance pursuant to which local governments in China have taken temporary measures to limit large gatherings and In addition, large multi-national customers and, increasingly middle market customers, continue to utilize impose travel restrictions. As a result, a portion of our manufacturing plants and offices in China were required to “core lists” of suppliers to improve margins and profitability. Typically, these “core list” suppliers are then given close for a week. The outbreak may result in additional or more extensive travel restrictions, closures, disruptions priority for new or modified products. Recently, these customers are making inclusion on their “core lists” of businesses or facilities in China or other affected regions around the world or lead to social, economic, contingent upon a supplier providing more favorable commercial terms, including rebates, which could adversely political or labor instability in the affected areas may impact our, our suppliers’ or our customers’ operations. affect our margins. We must either offer competitive cost-in-use solutions to secure and maintain inclusion on The outbreak may adversely affect our financial condition and results of operations. At this point, the extent of these “core lists” or seek to manage the relationship without being on the “core-list.” If we choose not to pursue such impact is uncertain. “core-list” status due to profitability concerns or if we are unable to obtain “core-list” status, our ability to maintain our share of these customers’ future purchases could be adversely affected and therefore our future A disruption in our supply chain, including the inability to obtain ingredients and raw materials from results of operations. third parties, could adversely affect our business and financial results. In connection with our manufacture of our fragrance and flavor products, we often rely on third party We may not successfully develop and introduce new products that meet our customers’ needs, which may suppliers for ingredients and raw materials that are integral to our manufacture of such compounds. Our adversely affect our results of operations. purchases of raw materials are subject to fluctuations in market price and availability caused by weather Our ability to differentiate ourselves and deliver growth in line with our Vision 2021 strategy largely conditions, climate change, as further discussed below, market conditions, governmental actions and other depends on our ability to successfully develop and introduce new products and product improvements that meet factors beyond our control affecting us and/or our suppliers. Import alerts or specific country regulations may our customers’ needs, and ultimately appeal to consumers. Innovation is a key element of our ability to develop impair or delay our ability to obtain sufficient quantity of certain ingredients, raw materials and naturals at the and introduce new products. We cannot be certain that we will be successful in achieving our innovation goals, relevant manufacturing facility. In addition, our ingredient or raw material suppliers, similar to us, are subject to such as the development of new molecules, new and expanded delivery systems and other technologies. We risks, as applicable, inherent in agriculture, manufacturing and distribution on a global scale, including industrial currently spend approximately 6.7% of our sales on research and development; however this investment level accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information may vary if available resources to invest in research and development are limited due to our ongoing integration systems, disruption or loss of key research or manufacturing sites, product quality control, safety and and restructuring efforts. Our research and development investments may only generate future revenues to the environmental compliance issues, licensing requirements and other regulatory issues, as well as natural disasters, extent that we are able to develop products that meet our customers’ specifications, are at an acceptable cost and global or local health crisis, international conflicts, terrorist acts and other external factors over which they have achieve acceptance by the targeted consumer market. Furthermore, there may be significant lag times from the no control. These suppliers also could become insolvent or experience other financial distress. For example, in time we incur research and development costs to the time that these research and development costs may result in 2017, a fire at the manufacturing facility of BASF Group (“BASF”), one of our suppliers, caused them to declare increased revenue. Consequently, even when we “win” a project, our ability to generate revenues as a result of a force majeure and has resulted in industry disruption due to the lack of availability of certain ingredients used these investments is subject to numerous customer, economic and other risks that are outside of our control, in many fragrance compounds. including delays by our customers in the launch of a new product, the level of promotional support for the launch, poor performance of our third-party vendors, anticipated sales by our customers not being realized or These risks are enhanced since we often rely on a limited number of suppliers for particular ingredients. If changes in market preferences or demands, or disruptive innovations by competitors. our suppliers are unable to supply us with sufficient quantities of ingredients and raw materials to meet our needs, we would need to seek alternative sources of such materials or pursue our own production of such Natural disasters, public health crises (such as the recent Coronavirus outbreak), international conflicts, ingredients or direct acquisition of such raw materials. However, for certain of our ingredients and raw materials terrorist acts, labor strikes, political crisis, accidents and other events could adversely affect our business we rely on a limited number of suppliers where there are not readily available alternatives. If we are unable to and financial results by disrupting development, manufacturing, distribution or sale of our products. obtain or manufacture alternative sources of such ingredients or raw materials at a similar cost, we would seek to (i) reformulate our compounds and/or (ii) increase pricing to reflect the higher supply cost. However, if we are As a company engaged in the global development, manufacture and distribution of products, we are subject not able to successfully implement any of these alternatives, we could experience disruptions in production, to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other increased cost of sales and a corresponding decrease in gross margin or reduced sales, especially if our labor disputes, product quality control issues, safety, licensing requirements and other regulatory issues, as well competitors were able to more successfully adjust to such market disruption. At the same time, industry-wide as natural disasters, public health crises, such as pandemics or epidemics, international conflicts, terrorist acts supply disruptions, such as the one caused by the BASF incident, may lead to broader market shortages and sales and other external factors over which we have no control. volatility. Such fluctuations and decrease in gross margin could have a material adverse effect on our business, results of operations and financial condition. While we operate research and development, manufacturing and distribution facilities throughout the world, many of these facilities are extremely specialized and certain of our research and development or creative laboratories facilities are uniquely situated to support our research and development efforts while certain of our manufacturing facilities are the sole location where a specific ingredient or product is produced. If our research 16 17


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    Volatility and increases in the price of raw materials, energy and transportation, including due to climate A disruption to our information technology systems could result in the loss of confidential business, change, could harm our profits. customer, supplier or employee information, litigation or fines and may require substantial investigations, repairs We use many different raw materials for our business, particularly natural products, including essential oils, or replacements, or impact our ability to summarize and report financial results in a timely manner, resulting in extracts and concentrates derived from fruits, vegetables, flowers, woods and other botanicals, animal products, significant financial, legal, and relational costs and potentially harming our reputation and adversely impacting raw fruits, organic chemicals and petroleum-based chemicals. We have experienced price volatility with respect our operations, customer service and results of operations. Because we do not currently have duplications of our to raw materials. For example, there has been industry-wide price volatility of certain ingredients used in information technology systems and we continue to work on upgrading and integrating Frutarom’s systems into fragrance compounds due to the BASF incident and in 2019 we experienced increases in the prices of certain ours, these risks may be exacerbated. Additionally, a security or data breach could require us to devote naturals. significant management and financial resources to address the problems created. These types of adverse impacts could also occur in the event the confidentiality, integrity or availability of company, customer, supplier or Natural products represent approximately half of our raw material spend, and we expect such volatility to employee information are compromised due to a data loss by us or a trusted third party. We or the third parties continue in the near future. In addition, because we offer a substantial number of natural product offerings and with which we share information may not discover any such incidents and loss of information for a significant often rely on a limited number of suppliers for certain products, this risk may be exacerbated. There is growing period of time after the incident occurs. While we have security processes and initiatives in place, we may be evidence that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on unable to detect or prevent a breach or disruption in the future. Additionally, while we have insurance coverage global temperatures, weather and precipitation patterns, growing and harvesting conditions, and the frequency designed to address certain aspects of cyber risks in place, such insurance coverage may be insufficient to cover and severity of extreme weather and natural disasters, such as floods, wildfires, droughts and water scarcity. To all losses or all types of claims that may arise. the extent such climate change effects have a negative impact on crop size and quality, it could impact the availability and pricing of these natural products. If we are unable to increase the prices to our customers of our If we fail to comply with data protection laws in the U.S. and abroad, we may be subject to fines, penalties products to offset raw material and other input cost increases, or if we are unable to achieve cost savings to offset and other costs. such cost increases, we could fail to meet our cost expectations and our profits and operating results could be Recently, there has also been heightened regulatory and enforcement focus on data protection in the U.S. (at adversely affected. Increases in prices of our products to customers may lead to declines in sales volumes, and both the state and federal level) and abroad, and an actual or alleged failure to comply with applicable U.S. or we may not be able to accurately predict the volume impact of price increases, which could adversely affect our foreign data protection regulations or other data protection standards may expose us to litigation (including, in financial condition and results of operations. some instances, class action litigation), fines, sanctions or other penalties, which could harm our reputation and Similarly, commodities and energy prices are subject to significant volatility caused by, among other things, adversely impact our business, results of operations and financial condition. This regulatory environment is market fluctuations, supply and demand, currency fluctuations, production and transportation disruptions, climate increasingly challenging and may present material obligations and risks to our business, including significantly change and weather conditions, and other world events. As we source many of our raw materials globally to help expanded compliance burdens, costs and enforcement risks. For example, the European Union’s General Data ensure quality control, if the cost of energy, shipping or transportation increases and we are unable to pass along Protection Regulation (“GDPR”), which became effective in May 2018, greatly increases the jurisdictional reach these costs to our customers, our profit margins would be adversely affected. Furthermore, increasing our prices of EU law and adds a broad array of requirements related to personal data, including individual notice and to our customers could result in long-term sales declines or loss of market share if our customers find alternative opt-out preferences and the public disclosure of significant data breaches. Additionally, violations of the GDPR suppliers or choose to reformulate their consumer products to use fewer ingredients, which could have an adverse can result in fines of as much as 4% of a company’s annual revenue. Other governments have enacted or are long-term impact on our results of operations. Our ability to price our products competitively to timely reflect enacting similar data protection laws, including data localization laws that require data to stay within their volatility in prices of raw material and ingredients is critical to maintain and grow our sales. To mitigate our borders. Beginning in 2020, we will also be required to comply with certain additional requirements under the sourcing risk, we maintain strategic stock levels for critical items. However, if we do not accurately estimate the California Consumer Privacy Act. All of these evolving compliance and operational requirements, as well as the amount of raw materials that will be used for the geographic region in which we will need these materials or uncertain interpretation and enforcement of laws, impose significant costs and regulatory risks that are likely to competitively price our products, our margins could be adversely affected. increase over time. Our failure to comply with these evolving regulations could expose us to fines, penalties and other costs that could adversely impact our financial results. A significant data breach or other disruption to our information technology systems could disrupt our operations, result in the loss of confidential information or personal data, and adversely impact our If we are unable to comply with regulatory requirements and industry standards, including those reputation, business or results of operations. regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations. We rely on information technology systems, including some managed by third-party providers, to conduct business and support our business processes, including those relating to product formulas, product development, The development, manufacture and sale of our products are subject to various regulatory requirements in manufacturing, sales, order and invoice processing, production, distribution, internal communications and each of the countries in which our products are developed, manufactured and sold. In addition, we are subject to communications with third parties throughout the world, processing transactions, summarizing and reporting product safety and compliance requirements established by governments, industry or similar oversight bodies, or results of operations, complying with regulatory, tax or legal requirements, and collecting and storing customer, contractually by our customers, including requirements concerning product safety, quality and efficacy, supplier, employee and other stakeholder information. Cyber security incidents, data breaches and operational environmental impacts (including packaging, energy and water use and waste management) and other disruptions caused by cyberattacks or cyber-intrusions are constantly evolving in nature, becoming more sustainability or similar issues. We use a variety of strategies, methodologies and tools to minimize the sophisticated and are being made by groups and individuals with a wide range of expertise and motives, likelihood of product or process non-compliance with these regulations and standards by (i) identifying current including computer hackers, foreign governments, cyber terrorists, cyber criminals and malicious employees or product standards, (ii) assessing relative risks in our supply chain, (iii) monitoring internal and external other insiders. We and our third-party providers are subject to risks posed by such incidents, which can take performance and (iv) testing raw materials and finished goods. As concerns regarding safety, quality and many forms, including code anomalies, “Acts of God,” data leakage, hardware or software failures, human error, environmental impact become more pressing, we may see new, more restrictive regulations adopted that impact cyber extortion, password theft or introduction of viruses, malware, ransomware, including through phishing our products. For example, the European Chemicals Agency has proposed that the European Commission adopt a emails. ban on microplastics, including those found in personal care items, detergents and cosmetics, to reduce plastics 18 19


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    pollution. If this ban is adopted, we will be required to modify our products and/or innovate new solutions to Despite our efforts, the increased focus on sustainability may result in new regulations and customer replace microplastics in our products. If we are unable to adapt to these new regulations or standards in a cost requirements that could negatively affect us. These could cause us to incur additional direct costs or to make effective and timely manner, we may lose business to competitors who are able to provide compliant products. changes to our operations in order to comply with any new regulations and customer requirements. We could also lose revenue if our customers divert business from us because we have not complied with Gaps in our operational processes or those of our suppliers or distributors can result in products that do not their sustainability requirements or if we are not successful in improving Frutarom’s sustainability metrics. These meet our quality control or industry standards or fail to comply with the relevant regulatory requirements, which potential costs, changes and loss of revenue could have a material adverse effect on our business, results of in turn can result in finished consumer goods that do not comply with applicable standards and requirements. operations and financial condition. Products that are mislabeled, contaminated or damaged could result in a regulatory non-compliance event or even a product recall by the FDA or a similar foreign agency. Our contracts often require us to indemnify our We have made investments in and continue to expand our business into emerging markets, which exposes customers for the costs associated with a product non-compliance event, including penalties, costs and us to certain risks. settlements arising from litigation, remediation costs or loss of sales. As our flavors and fragrance compounds As part of our growth strategy, we have increased our presence in emerging markets by expanding our and ingredients are used in many products intended for human use or consumption, these consequences would be manufacturing presence, sales organization and product offerings in these markets, and we expect to continue to exacerbated if we or our customer did not identify the defect before the product reaches the consumer and there expand our business in these markets. With our acquisition of Frutarom in 2018, who also had a significant was a resulting impact at the consumer level. Such a result could lead to potentially large scale adverse publicity, presence in emerging markets, our business in these markets has meaningfully grown. In addition to the currency negative effects on consumer’s health, recalls and potential litigation, fines, penalties, sanctions or other and international risks described below, our operations in these markets may be subject to a variety of other risks. regulatory actions. In addition, if we do not have adequate insurance or contractual indemnification from Emerging markets typically have a consumer base with limited or fluctuating disposable income and customer suppliers or other third parties, or if insurance or indemnification is not available, the liability relating to product demand in these markets may fluctuate accordingly. As a result, decrease in customer demand in emerging or possible third-party claims arising from mislabeled, contaminated or damaged products could adversely affect markets may have an adverse effect on our ability to execute our growth strategy. our business, financial condition or results of operations. Furthermore, adverse publicity about our products, or our customers’ products that contain our ingredients, including concerns about product safety or similar issues, Further, there is no assurance that our existing products, variants of our existing products or new products whether real or perceived, could harm our reputation and result in an immediate adverse effect on our sales and that we make, manufacture, distribute or sell will be accepted or be successful in any particular developing or customer relationships, as well as require us to utilize significant resources to rebuild our reputation. emerging market, due to local or global competition, product price, cultural differences, consumer preferences or otherwise. In addition, emerging markets may have weak legal systems which may affect our ability to enforce Increasing awareness of health and wellness are driving changes in the consumer products industry, and if our intellectual property and contractual rights, exchange controls, unstable governments and privatization or we are unable to react in a timely and cost-effective manner, our results of operations and future growth other government actions that may affect taxes, subsidies and incentive programs and the flow of goods and may be adversely affected. currency. In conducting our business, we move products from one country to another and may provide services in We must continually anticipate and react, in a timely and cost-effective manner, to changes in consumer one country from a subsidiary located in another country. Accordingly, we are vulnerable to abrupt changes in preferences and demands, including changes in demand driven by increasing awareness of health and wellness trade, customs and tax regimes in these markets. If we are unable to expand our business in developing and and demands for transparency or cleaner labels with respect to product ingredients by consumers and regulators. emerging markets, effectively operate, or manage the risks associated with operating in these markets, or achieve Consumers, especially in developed economies such as the U.S. and Western Europe, are rapidly shifting away the return on capital we expect from our investments in these markets, our operating results and future growth from products containing artificial ingredients to all-natural, healthier alternatives. In addition, there has been a could be adversely affected. growing demand by consumers, non-governmental organizations and, to a lesser extent, governmental agencies to provide more transparency in product labeling and our customers have been taking steps to address this The impact of currency fluctuation or devaluation in the international markets in which we operate may demand, including by voluntarily providing product-specific ingredients disclosure. These two trends could negatively affect our results of operations. affect the types and volumes of our ingredients and compounds that our customers include in their consumer We have significant operations outside the U.S., the results of which are reported in the local currency and product offerings and, therefore, affect the demand for our products. If we are unable to react to or anticipate then translated into U.S. dollars at applicable exchange rates for inclusion in our consolidated financial these trends in a timely and cost-effective manner, our results of operations and future growth may be adversely statements. The exchange rates between these currencies and the U.S. dollar have fluctuated and will continue to affected. do so in the future. For example, as of July 1, 2018, we concluded that Argentina’s economy is highly inflationary under US GAAP, as it has experienced cumulative inflation of approximately 100% or more over a We are subject to increasing customer, consumer and regulatory focus on sustainability issues, which may three-year period. While our current operations in Argentina represent less than 3% of our consolidated net sales result in additional costs in order to meet new requirements or upgrade Frutarom’s sustainability and less than 1% of our consolidated total assets, continuing inflation in Argentina could adversely affect our practices profitability in a specific period. Changes in exchange rates between these local currencies and the U.S. dollar Federal, state, local and foreign governments, our customers and consumers are becoming increasingly will affect the recorded levels of sales, profitability, assets and/or liabilities. Additionally, volatility in currency sensitive to sustainability issues. We have committed to a sustainability strategy designed to meet this global exchange rates may adversely impact our financial condition, cash flows or liquidity. Although we employ a trend and are currently assessing our combined environmental footprint following the Frutarom acquisition, with variety of techniques to mitigate the impact of exchange rate fluctuations, including sourcing strategies and a the intent of identifying synergies, gaps and opportunities in our sustainability efforts. limited number of foreign currency hedging activities, we cannot guarantee that such hedging and risk management strategies will be effective, and our results of operations could be adversely affected. As part of our assessment so far, we have begun upgrading Frutarom’s sustainability practices to better align them to our legacy IFF practices, and which may require significant costs and time to implement. Our assessment may reveal additional gaps between the legacy Frutarom operations and our sustainability practices and goals, which may require significant costs to remedy. 20 21


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    Our international operations are subject to regulatory, political and other risks that could materially and consumer products using these compounds and ingredients was stimulated and broadened by changing social adversely affect our results of operations. habits and consumer needs, population growth, an expanding global middle-class and general economic growth, We operate on a global basis, with manufacturing and sales facilities in the U.S., Europe, Africa, the Middle especially in emerging markets. The global economy has experienced significant recessionary pressures and East, Latin America, and Greater Asia. During 2019, 80% of our combined net sales were to customers outside declines in consumer confidence and economic growth. While some segments of the global economy appear to the U.S. and we intend to continue expansion of our international operations. As a result, our business is be recovering, the predictions surrounding the global recessionary economic environment in Europe has, and increasingly exposed to risks inherent in international operations. These risks, which can vary substantially by may in the near future, increase unemployment and underemployment, decrease salaries and wage rates, increase location, include the following: inflation or result in other market-wide cost pressures that will adversely affect demand for consumer products in both developed and emerging markets. In addition, growth rates in the emerging markets have moderated from ‰ governmental laws, regulations and policies adopted to manage national economic and macroeconomic previous levels. Reduced consumer spending may cause changes in our customer orders including reduced conditions, such as increases in taxes, austerity measures that may impact consumer spending, monetary demand for our flavors and fragrances compounds or ingredients, or order cancellations. The timing of placing of policies that may impact inflation rates, employment regulations, currency fluctuations or controls and orders and the amounts of these orders are generally at our customers’ discretion. Customers may cancel, reduce sustainability of resources; or postpone orders with us on relatively short notice. Significant cancellations, reductions or delays in orders by ‰ changes in environmental, health and safety regulations, such as the continued implementation of the customers could affect our quarterly results. It is currently anticipated that these challenging economic European Union’s REACH regulations and similar regulations that are being evaluated and adopted in uncertainties will continue to affect certain of our markets during 2020 which could adversely affect our sales, other markets, and the burdens and costs of our compliance with such regulations which may differ profitability and overall operating results. significantly across jurisdictions; Failure to comply with environmental protection laws may cause us to close, relocate or operate one or ‰ increased environmental, health and safety regulations or the loss of necessary environmental permits in more of our plants at reduced production levels, and expose us to civil or criminal liability, which could certain countries; adversely affect our operating results and future growth. ‰ the imposition of or changes in customs, tariffs, quotas, trade barriers, other trade protection measures, Our business operations and properties procure, make use of, manufacture, sell, and distribute substances import or export licensing requirements, and sanctions on trade with certain countries, imposed by the that are sometimes considered hazardous and are therefore subject to extensive and increasingly stringent federal, U.S. or other countries, which could adversely affect our cost or ability to import raw materials or export state, local and foreign laws and regulations pertaining to protection of the environment, including air emissions, our flavors and fragrance products to surrounding markets; sewage discharges, the use of hazardous materials, waste disposal practices and clean-up of existing ‰ risks and costs arising from our ability to cater to local demand and customer preferences, language and environmental contamination. Failure to comply with these laws and regulations or any future changes to them cultural differences; may result in significant consequences to us, including the need to close or relocate one or more of our ‰ changes in the laws and policies that govern foreign investment in the countries in which we operate, production facilities, administrative, civil and criminal penalties, fines, sanctions, litigation, costly remediation including the risk of expropriation or nationalization, the costs and ability to repatriate the profit that we measures, liability for damages and negative publicity. If we are unable to meet production requirements, we can generate in these countries; lose customer orders, which can adversely affect our future growth or we may be required to make incremental capital investments to ensure supply. For example, we recently completed negotiations with the Chinese ‰ risks and costs associated with complying with anti-money laundering and counter-terrorism financing government concerning the relocation of a second Fragrance facility in China. Idling of facilities or production laws; modifications has caused or may cause customers to seek alternate suppliers due to concerns regarding supply ‰ risks and costs associated with political and economic instability, bribery and corruption, anti-American interruptions and these customers may not return or may order at reduced levels even once issues are remediated. sentiment, and social and ethnic unrest in the countries in which we operate; If these non-compliance issues reoccur in China or occur or in any other jurisdiction, we may lose business and may be required to incur capital spending above previous expectations, close a plant, or operate a plant at ‰ difficulty in recruiting and retaining trained local personnel; significantly reduced production levels on a permanent basis, and our operating results and cash flows from ‰ natural disasters, global or local health crisis (such as the recent coronavirus outbreak), pandemics, operations may be adversely affected. epidemics or international conflicts, including terrorist acts, political crisis, national and regional labor strikes in the countries in which we operate, which could endanger our personnel, interrupt our operations Our performance may be adversely impacted if we are not successful in managing our inventory and/or or adversely affect the demand for our products, the results of certain regions or our global supply chain; working capital balances. or We evaluate our inventory balances of materials based on shelf life, expected sourcing levels, known uses ‰ the risks of operating in developing or emerging markets in which there are significant uncertainties and anticipated demand based on forecasted customer order activity and changes in our product/sales mix. regarding the interpretation, application and enforceability of laws and regulations and the enforceability Efficient inventory management is a key component of our business success, financial returns and profitability. of contract rights and intellectual property rights. To be successful, we must maintain sufficient inventory levels and an appropriate product/sales mix to meet our customers’ demands, without allowing those levels to increase to such an extent that the costs associated with The occurrence of any one or more of these factors could increase our costs and adversely affect our results storing and holding other inventory adversely impact our financial results. If our buying decisions do not of operations. accurately predict sourcing levels, customer trends or our expectations about customer needs are inaccurate, we may have to take unanticipated markdowns or impairment charges to dispose of the excess or obsolete inventory, Economic uncertainty may adversely affect demand for our products which may have a negative impact which can adversely impact our financial results. Additionally, we believe excess inventory levels of raw on our operating results and future growth. materials with a short shelf life in our manufacturing facilities subjects us to the risk of increased inventory Our flavors and fragrance compounds and our fragrance, cosmetic active and functional food ingredients are shrinkage. If we are not successful in managing our inventory balances and shrinkage, our results of and cash components of a wide assortment of global consumer products throughout the world. Historically, demand for flows from operations may be negatively affected. 22 23


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    We sell certain accounts receivable on a non-recourse basis to unrelated financial institutions under $8.3 billion of intangible assets and goodwill, including $4.3 billion of goodwill associated with the acquisition “factoring” agreements that are sponsored, solely and individually, by certain customers. The cost of of Frutarom. Our results of operations and financial position in future periods could be negatively impacted participating in these programs was immaterial to our results in all periods. Should we choose not to participate, should future impairments of our long-lived assets, including intangible assets or goodwill occur. or if these programs were no longer available, it could reduce our cash flows from operations in the period in which the arrangement ends. At least annually, we assess both goodwill and indefinite-lived intangible assets for impairment. We test for impairment by comparing the estimated fair value of a reporting unit with its carrying amount. If the carrying We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or similar U.S. or amount of a reporting unit exceeds its estimated fair value, we record an impairment charge based on the foreign anti-bribery and anti-corruption laws and regulations in the jurisdictions in which we operate. difference of the two. Intangible assets with finite lives are also tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Such events and changes in circumstances The global nature of our business, the significance of our international revenue and our focus on emerging could include a sustained decrease in our market capitalization, increased competition or unexpected loss of markets create various domestic and local regulatory challenges and subject us to risks associated with our market share, increased input costs beyond projections (for example due to regulatory or industry changes), our international operations. The U.S. Foreign Corrupt Practices Act, or FCPA, and similar anti-bribery and anti- inability to recognize the anticipated benefits of acquisitions, unexpected business disruptions (for example due corruption laws and regulations in other countries generally prohibit companies and their intermediaries from to a natural disaster or loss of a customer, supplier, or other significant business relationship), acts by making improper payments to foreign officials for the purpose of obtaining or keeping business or for other governments and courts, operating results falling short of projections, or significant adverse changes in the commercial advantage. In addition, U.S. public companies are required to maintain records that accurately and markets in which we operate. fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other Fair value determinations require considerable judgment and are sensitive to changes in underlying strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the assumptions, estimates and market factors. Estimating the fair value of reporting units requires us to make requirements of the FCPA or similar legislation, governmental authorities in the U.S. and elsewhere could seek assumptions and estimates regarding our business performance, future plans, future annual net cash flows, to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our income tax considerations, discount rates, growth rates, and based on industry, economic, regulatory conditions business, reputation, operating results and financial condition. and other market factors. To the extent any of our acquisitions, including the acquisition of Frutarom, do not perform as anticipated and our underlying assumptions and estimates related to their fair value determination are We operate or may pursue opportunities in some jurisdictions, such as China, India, Brazil, Russia and not met, whether due to internal or external factors, the value of such assets may be negatively affected and we Africa, that pose potentially elevated risks of fraud or corruption or increased risk of internal control issues. In may be required to record impairment charges. certain jurisdictions, compliance with anti-bribery laws may conflict with local customs and practices. From time to time, we have conducted and will conduct internal investigations of the relevant facts and circumstances, Our ability to compete effectively depends on our ability to protect our intellectual property rights. control testing and compliance reviews, and take remedial actions, when appropriate, to help ensure that we are in compliance with applicable corruption and similar laws and regulations. For example, in August 2019, during We rely on patents and trade secrets to protect our intellectual property rights. We often rely on trade secrets the integration of Frutarom, we were made aware of allegations that two Frutarom businesses operating to protect our proprietary fragrance and flavor formulations, as well as our extract methodologies, and processes principally in Russia and Ukraine made certain improper payments, including to representatives of a number of for our nutrition, natural colors for food and natural antioxidants for food protection, as this does not require us to customers. Our investigation substantiated the allegations that improper payments to representatives of customers publicly file information regarding our intellectual property. From time to time, a third party may claim that we were made and that key members of Frutarom’s senior management at the time were aware of such payments. have infringed upon or misappropriated their intellectual property rights, or a third party may infringe upon or We did not uncover any evidence suggesting that such payments had any connection to the U.S. In addition, misappropriate our intellectual property rights. We could incur significant costs in connection with legal actions Frutarom grew through rapid acquisition and, as part of our integration efforts, we are implementing our anti- to assert our intellectual property rights against third parties or to defend ourselves from third-party assertions of corruption and similar policies throughout a number of those acquired companies, many of which were not invalidity, infringement, misappropriation or other claims. Any settlement or adverse judgment resulting from previously subject to these U.S. laws. such litigation could require us to obtain a license to continue to use the intellectual property rights that are the subject of the claim, or otherwise restrict or prohibit our use of such intellectual property rights. Any required Detecting, investigating and resolving actual or alleged violations of the FCPA or other anti-bribery and licensing fees may not be available to us on acceptable terms, if at all. For those intellectual property rights that anti-corruption laws and regulations is expensive, could consume significant time and attention of our senior are protected as trade secrets, this litigation could result in even higher costs, and potentially the loss of certain management and could subject us to investigations and inquiries by governmental and other regulatory bodies. rights, since we would not have a perfected intellectual property right that precludes others from making, using Any allegations of non-compliance with such laws and regulations could have a disruptive effect on our or selling our products or processes. The ongoing trend among our customers towards more transparent labeling operations in such jurisdiction, including interruptions of business or loss of third-party relationships, which may could further diminish our ability to effectively protect our proprietary flavor formulations. negatively impact our results of operations or financial condition. Any determination that our operations or For intellectual property rights that we seek to protect through patents, we cannot be certain that these activities are not in compliance with such laws and regulations could expose us to severe criminal or civil rights, if obtained, will not later be opposed, invalidated, or circumvented. In addition, even if such rights are penalties or other sanctions, significant fines, termination of necessary licenses and permits, and penalties or obtained in the U.S., the laws of some of the other countries in which our products are or may be sold do not other sanctions that may harm our business and reputation. protect intellectual property rights to the same extent as the laws of the US. If other parties were to infringe on our intellectual property rights, or if a third party successfully asserted that we had infringed on their intellectual Any impairment of our tangible or intangible long-lived assets, including goodwill, may adversely impact property rights, it could materially and adversely affect our future results of operations by, among other things, our profitability. (i) reducing the price that we could obtain in the marketplace for products which are based on such rights, A significant portion of our assets consists of long-lived assets, including tangible assets such as our (ii) increasing the royalty or other fees that we may be required to pay in connection with such rights, manufacturing facilities, and intangible assets, including goodwill. As a result of numerous recent acquisitions, (iii) limiting the volume, if any, of such products that we can sell or (iv) resulting in significant litigation costs including the 2018 acquisition of Frutarom, as of December 31, 2019, we had recorded approximately and potential liability. 24 25


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    Our results of operations may be negatively impacted by the outcome of uncertainties related to litigation. Changes in our tax rates, the adoption of new U.S. or international tax legislation, or changes in existing tax laws could expose us to additional tax liabilities that may affect our future results. From time to time we are involved in a number of legal claims, regulatory investigations and litigation, including claims related to intellectual property, product liability, environmental matters and indirect taxes. For We are subject to taxes in the U.S. and numerous foreign jurisdictions. Our future effective tax rates could instance, product liability claims may arise due to the fact that we supply flavors and fragrances to the food and be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the beverage, functional food, pharma/nutraceutical and personal care industries. Our manufacturing and other valuation of deferred tax assets and liabilities, changes in liabilities for uncertain tax positions, cost of facilities may expose us to environmental claims and regulatory investigations. In addition, as we expand our repatriations or changes in tax laws or their interpretation. Any of these changes could have a material adverse product offering into functional food, nutraceuticals, and natural antioxidants, we may also be subject to claims effect on our profitability. of false or deceptive advertising claims in the U.S., Europe and other foreign jurisdictions in which we offer these types of products. These claims can arise as a result of function claims, health claims, nutrient content We have and will continue to implement transfer pricing policies among our various operations located in claims and other claims that impermissibly suggest therapeutic benefits for certain foods or food components. different countries. These transfer pricing policies are a significant component of the management and The cost of defending these claims or our obligations for direct damages and indemnification if we were found compliance of our operations across international boundaries and overall financial results. Many countries liable could adversely affect our results of operations. routinely examine transfer pricing policies of taxpayers subject to their jurisdiction, challenge transfer pricing policies aggressively where there is potential non-compliance and impose significant interest charges and As a result of the acquisition of Frutarom, we assumed a number of legal claims, regulatory investigations penalties where non-compliance is determined. However, governmental authorities could challenge these policies and litigation and we may become involved in additional actions in the future arising from the acquired more aggressively in the future and, if challenged, we may not prevail. We could suffer significant costs related operations. Specifically, as Frutarom has a significantly greater number of facilities that are located globally and to one or more challenges to our transfer pricing policies. a significantly larger number of customers, our exposure to these types of environmental claims, product liability claims and regulatory investigations may increase. This could result in an increase in our cost for defense or We are subject to the continual examination of our income tax returns by the Internal Revenue Service and settlement of claims or indemnification obligations if we were to be found liable in excess of our historical foreign tax authorities in those countries in which we operate, and we may be subject to assessments or audits in experience. the future in any of the countries in which we operate. The final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals, and while we do In addition, we are also the subject of a putative shareholder class action lawsuit filed in August 2019 after not believe the results that follow would have a material adverse effect on our financial condition, such results we disclosed that preliminary results of investigations indicated that Frutarom businesses operating principally in could have a material effect on our income tax provision, net income or cash flows in the period or periods in Russia and Ukraine had made improper payments to representatives of customers. which that determination is made. Our insurance may not be adequate to protect us from all material expenses related to pending and future In addition, a number of international legislative and regulatory bodies have proposed legislation and begun claims and our current levels of insurance may not be available in the future at commercially reasonable prices. investigations of the tax practices of multi-national companies and, in the European Union, the tax policies of Any of these factors could adversely affect our profitability and results of operations. certain European Union member states. One of these efforts has been led by the Organisation for Economic Co-operation and Development, an international association of 34 countries including the U.S., which has Our funding obligations for our pension and postretirement plans could adversely affect our earnings and finalized recommendations to revise corporate tax, transfer pricing, and tax treaty provisions in member cash flows. countries. Since 2013, the European Commission (“EC”) has been investigating tax rulings granted by tax The funding obligations for our pension plans are impacted by the performance of the financial markets, authorities in a number of European Union member states with respect to specific multi-national corporations to particularly the equity markets and interest rates. Funding obligations are determined under government determine whether such rulings comply with European Union rules on state aid, as well as more recent regulations and are measured each year based on the value of assets and liabilities on a specific date. If the investigations of the tax regimes of certain European Union member states. Under European Union law, selective financial markets do not provide the long-term returns that are expected under the governmental funding tax advantages for particular taxpayers that are not sufficiently grounded in economic realities may constitute calculations, we could be required to make larger contributions. The equity markets can be very volatile, and impermissible state aid. If the EC determines that a tax ruling or tax regime violates the state aid restrictions, the therefore our estimate of future contribution requirements can change dramatically in relatively short periods of tax authorities of the affected European Union member state may be required to collect back taxes for the period time. Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the of time covered by the ruling. In late 2015 and early 2016, the EC declared that tax rulings, related to other timing and amounts of contribution requirements. An adverse change in the funded status of the plans could companies, by tax authorities in Luxembourg, the Netherlands and Belgium did not comply with the European significantly increase our required contributions in the future and adversely impact our liquidity. Union state aid restrictions. If the EC or tax authorities in other jurisdictions were to successfully challenge tax rulings applicable to us in any of the member states in which we are subject to taxation or our internal Assumptions used in determining projected benefit obligations and the fair value of plan assets for our intercompany arrangements, we could be exposed to increased tax liabilities. pension and other postretirement benefit plans are determined by us in consultation with outside consultants and advisors. In the event that we determine that changes are warranted in the assumptions used, such as the discount In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the rate, expected long-term rate of return on assets, or expected health care costs, our future pension and Tax Cuts and Jobs Act (the “Tax Act”) that significantly revised the U.S. tax code effective January 1, 2018 by, postretirement benefit expenses could increase or decrease. Due to changing market conditions or changes in the among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat 21%, participant population, the assumptions that we use may differ from actual results, which could have a significant limiting deductibility of interest expense and performance based incentive compensation, transitioning to a impact on our pension and postretirement liabilities and related costs and funding requirements. territorial system and creating new taxes associated with global operations. The Tax Act impacted our consolidated results of operations during 2019 and is expected to continue to impact our consolidated results of operations in future periods. In future periods, we expect that our effective tax rate will be impacted by the lower U.S. corporate tax rate that will initially be offset by the elimination of the deductibility of performance-based 26 27


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    incentive compensation, and other provisions of the Tax Act that may impact us prospectively. However, the closing of the transaction, which may delay or prevent us from undertaking certain actions or business ultimate impact of the Tax Act will depend on additional regulatory or accounting guidance that may be issued opportunities that may arise prior to the closing. For more information, see the Merger Agreement incorporated with respect to the Tax Act and any operating and structural changes that we may undertake to permit us to by reference as an exhibit in this Annual Report on Form 10-K. benefit from the new, lower U.S. tax rate prospectively. This could adversely affect our results of operations. We have incurred, and will incur, substantial direct and indirect costs as well as additional debt as a result Our business may be negatively impacted as a result of the United Kingdom’s departure from the of the N&B Transaction. European Union. We have incurred, and will incur, substantial expenses in connection with and as a result of completing the We currently manufacture goods in the United Kingdom for distribution in the European Union and vice- N&B Transaction, including financial advisory, legal, accounting, consulting and other advisory fees and versa and therefore may be adversely affected as a result of the United Kingdom’s departure from the European expenses, regulatory filings and filing and printing fees, as well as additional debt, thereby significantly Union (“Brexit”) in 2020. The impact of the withdrawal could, among other outcomes, exacerbate the disruption increasing our leverage. Our leverage and required payments may adversely affect our credit rating, cash flows, of the free movement of goods, services and people between the United Kingdom and the European Union, operating results or our ability to return capital to our shareholders and the additional debt instruments may undermine bilateral cooperation in key geographic areas and significantly disrupt trade between the United subject us to additional covenants. Kingdom and the European Union or other nations as the United Kingdom pursues independent trade relations. In addition, over a period of time following the closing, we expect to incur substantial expenses in In addition, Brexit has caused legal uncertainty, which could last indefinitely, and may potentially create connection with transitioning, integrating and coordinating the businesses, operations, policies and procedures of divergent national laws and regulations as the United Kingdom determines which European Union laws to us and the N&B Business. A portion of the transaction costs related to the transaction will be incurred regardless replace or replicate. Given the lack of comparable precedent, it is unclear what the financial, trade and legal of whether the transaction is completed. While we have assumed that a certain level of transaction expenses will implications of the withdrawal of the United Kingdom from the European Union will be and how the withdrawal be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the will affect us. Adverse consequences concerning Brexit or the European Union could include deterioration in expenses that will be incurred, by their nature, are difficult to estimate accurately. These costs could adversely global economic conditions, instability in global financial markets, political uncertainty, volatility in currency affect our financial condition and results of operations prior to the transaction and of the combined businesses exchange rates, or adverse changes in the cross-border agreements currently in place, any of which could have an following the transaction. adverse impact on our financial results in the future. The Merger Agreement limits our ability to pursue alternatives to the N&B Transaction. The expected phase out of the London Interbank Office Rate (LIBOR) could impact the interest rates paid on our variable rate indebtedness and cause our interest expense to increase. The Merger Agreement contains provisions that make it more difficult for us to enter into alternative transactions and provisions that restrict our ability to, among other things, solicit, initiate or knowingly facilitate In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it or encourage the submission of inquiries regarding, or the making of any proposal or offer that constitutes, or intends to phase out LIBOR by the end of 2021. Currently there is no definitive information regarding the future would reasonably be expected to lead to, an acquisition proposal from a third party. While we believe these utilization of LIBOR or of any particular replacement rate. Borrowings under our revolving credit facility and provisions are reasonable and customary for transactions of this type, the provisions might discourage a third term loan are at variable interest rates based on LIBOR. If LIBOR is no longer available, or if our lenders have party that has an interest in acquiring all or a significant part of us from considering or proposing such increased costs due to changes in LIBOR, we may need to amend our debt facilities to replace LIBOR with an acquisition, even if such party were prepared to pay consideration with a higher per-share value than the agreed upon replacement index, which could result in higher rates and adversely impact our interest expense currently proposed transaction consideration. Risks Relating to Our Pending Combination with Nutrition and Biosciences, Inc. (“N&B”) The requirement to obtain governmental approvals to satisfy the conditions to the completion of the N&B Transaction may delay or prevent completion of the transaction. As previously announced, on December 15, 2019, we entered into, among other agreements, an agreement and plan of merger (the “Merger Agreement”) with DuPont, pursuant to which, subject to closing conditions The completion of the N&B Transaction is conditioned upon the receipt of certain governmental customary for a transaction of this type, we will combine with DuPont’s nutrition and biosciences business (the authorizations, consents, orders or other approvals, including the expiration or termination of the waiting period “N&B Business”). Upon completion of our combination with the N&B Business (the “N&B Transaction”), under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. IFF and DuPont intend to pursue DuPont shareholders will own approximately 55.4% of the shares of IFF, and existing IFF shareholders will own all required approvals in accordance with the Merger Agreement. These approvals may impose conditions on or approximately 44.6% of the shares of IFF. A proxy statement/prospectus on Form S-4 is expected to be filed with require divestitures relating to the operations or assets of IFF or the N&B Business, and such conditions or the SEC pursuant to which IFF shareholders will be asked to approve the share issuance required to effect the divestitures may jeopardize or delay the completion of the transaction or may reduce the anticipated benefits of N&B Transaction. the transaction. Further, no assurance can be given that the required approvals will be obtained and, even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of the approvals or We will be subject to business uncertainties and contractual restrictions while the N&B Transaction is whether they will satisfy the terms of the Merger Agreement. pending that may have a negative impact on our business. If we fail to complete the N&B Transaction, our business, financial results and stock price could be Uncertainty about the effect of the pending N&B Transaction may have a negative impact on our business, negatively impacted. including relationships with our customers, suppliers and employees. These uncertainties may impair our ability to retain and motivate key personnel and could cause customers and others that deal with us to defer or decline The closing of the N&B Transaction is subject to numerous conditions. If the N&B Transaction is not entering into contracts with us or making other decisions concerning us or seek to change existing business completed, our ongoing business may be adversely affected and we will be subject to several risks and relationships with us. In addition, if key employees depart because of uncertainty about their future roles and the consequences, including the following: potential complexities of the transaction, our business could be harmed. Furthermore, the Merger Agreement ‰ we may be required, under certain circumstances, to pay a termination fee of $521.5 million or to contains restrictions on our ability to take certain actions outside the ordinary course of business prior to the reimburse DuPont’s transaction-related expenses in an amount up to $75 million; 28 29


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    ‰ we will be required to pay certain costs relating to the transaction, whether or not the transaction is Current IFF shareholders’ percentage ownership interest in IFF will be substantially diluted in the N&B completed, such as significant fees and expenses relating to financial advisory, legal, accounting, Transaction. consulting and other advisory fees and expenses, regulatory filings and filing and printing fees; and The IFF common stock outstanding on a fully-diluted basis immediately prior to the N&B Transaction will ‰ matters relating to the transaction may require substantial commitments of time and resources by our represent, in the aggregate, approximately 44.6% of IFF common stock outstanding on a fully-diluted basis management and the expenditure of significant funds in the form of fees and expenses, which could immediately following the transaction. Consequently, IFF’s pre-transaction equity holders, as a group, will be otherwise have been devoted to day-to-day operations and other opportunities that may have been substantially diluted in the transaction and have less ability to exercise influence over the management and beneficial to us. policies of IFF following the transaction. In addition, if the N&B Transaction is not completed, we may experience negative reactions from the ITEM 1B. UNRESOLVED STAFF COMMENTS. financial markets and from our employees, clients and customers. We could also be subject to litigation, including litigation related to failure to complete the transaction or to enforce our obligations under the Merger None. Agreement. If the N&B Transaction is not consummated, there can be no assurance that the risks described above will not materially affect our business, financial results and stock price. ITEM 2. PROPERTIES. The integration of the N&B Business with IFF may present significant challenges, and we may not realize Our principal properties are as follows: anticipated synergies and other benefits of the N&B Transaction. Location Operation The combination of independent businesses is complex, costly and time-consuming, and combining our and United States the N&B Business’ practices and operations may divert significant management attention and resources and Carrollton, TX(1) . . . . . . . . . . . . Production of flavor compounds; flavor laboratories. disrupt our business. The failure to meet the challenges involved in integrating the businesses and to realize the Hazlet, NJ . . . . . . . . . . . . . . . . . Production of fragrance compounds. anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, our business Jacksonville, FL . . . . . . . . . . . . Production of fragrance ingredients. activities and could adversely affect our results of operations. The overall combination of our business and the New York, NY(1) . . . . . . . . . . . . Fragrance laboratories; corporate headquarters. N&B Business may also result in material unanticipated problems, expenses, liabilities, competitive responses, South Brunswick, NJ(1) . . . . . . . Production of flavor compounds and ingredients; flavor laboratories. and loss of customer and other business relationships. The difficulties of integration include, among others: Union Beach, NJ . . . . . . . . . . . . Research and development center. ‰ the diversion of management attention to integration matters; Holmdel, NJ(1) . . . . . . . . . . . . . . Research and development center. Philadelphia, PA . . . . . . . . . . . . Production of flavor compounds; flavor laboratories. ‰ integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control France systems, some of which may prove to be incompatible; Neuilly(1) . . . . . . . . . . . . . . . . . . Fragrance laboratories. Grasse . . . . . . . . . . . . . . . . . . . . Production of fragrance compounds, and cosmetic ingredients. ‰ conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the businesses; Great Britain Haverhill . . . . . . . . . . . . . . . . . . Production of flavor compounds and ingredients, and fragrance ‰ integrating employees and attracting and retaining key personnel, including talent; ingredients; flavor laboratories. ‰ retaining existing, and obtaining new customers and suppliers; Netherlands ‰ managing the expanded operations of a significantly larger and more complex company; Hilversum . . . . . . . . . . . . . . . . . Flavor and fragrance laboratories. Tilburg . . . . . . . . . . . . . . . . . . . Production of flavor compounds and ingredients, and fragrance ‰ contingent liabilities that are larger than expected; and compounds. ‰ potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with Spain the transaction. Benicarló . . . . . . . . . . . . . . . . . . Production of fragrance ingredients. Many of these factors are outside of our control and/or will be outside the control of the N&B Business, and Argentina any one of them could result in lower revenues, higher costs and diversion of management time and energy, Garin . . . . . . . . . . . . . . . . . . . . . Production of flavor and fragrance compounds; flavor and fragrance which could materially impact the business, financial condition and results of operations of our business. laboratories. Brazil In addition, even if the operations of our business and the N&B Business are integrated successfully, the full Rio de Janeiro . . . . . . . . . . . . . . Production of fragrance compounds. benefits of the transaction may not be realized, including, among others, the synergies, cost savings or sales or Taubate . . . . . . . . . . . . . . . . . . . Production of flavor compounds and ingredients. growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or Minas Gerias(1) . . . . . . . . . . . . . Production of taste solutions. at all. Further, additional unanticipated costs may be incurred in the integration of our business and the N&B Business. All of these factors could cause dilution to the earnings per share of IFF, decrease or delay the Mexico projected accretive effect of the transaction, and negatively impact the price of IFF common stock following the Tlalnepantla . . . . . . . . . . . . . . . Production of flavor and fragrance compounds; flavor and fragrance transaction. laboratories. 30 31


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    Location Operation ITEM 3. LEGAL PROCEEDINGS. India We are subject to various claims and legal actions in the ordinary course of our business. Mumbai(2) . . . . . . . . . . . . . . . . . Flavor and fragrance laboratories. Chennai(2) . . . . . . . . . . . . . . . . . Production of flavor compounds and ingredients, and fragrance compounds; flavor laboratories. Investigations IFF’s investigation of allegations that improper payments to representatives of customers were made in Australia Russia and Ukraine has been completed. Such allegations were substantiated, and IFF has confirmed that key Dandenong . . . . . . . . . . . . . . . . Production of flavor compounds and flavor ingredients. members of Frutarom’s senior management at the time were aware of such payments. IFF has taken appropriate China remedial actions, including replacing senior management in relevant locations, and believes that such improper Guangzhou(2) . . . . . . . . . . . . . . . Production of fragrance compounds. customer payments have stopped. Shanghai(1)(2) . . . . . . . . . . . . . . . Flavor and fragrance laboratories. Zhangjiagang(2) . . . . . . . . . . . . . Production of flavor compounds. IFF has confirmed in these investigations that total affected sales represented less than 1% of the Jiande(2) . . . . . . . . . . . . . . . . . . . Production of fragrance ingredients. Company’s consolidated net sales for 2019. The impact of the reviews, including the costs associated with them, Yungpu(2) . . . . . . . . . . . . . . . . . . Production of flavor compounds. were not material to IFF’s results of operations or financial condition. In addition, no evidence was uncovered suggesting that any of these compliance matters had any connection to the United States. Indonesia Jakarta . . . . . . . . . . . . . . . . . . . . Production of flavor compounds and ingredients; flavor and fragrance In addition to IFF’s standard compliance integration activities, IFF has also conducted a robust secondary laboratories. review of Frutarom’s operations in certain other jurisdictions, including those that it deems “high risk”. These Thailand reviews supplement IFF’s existing global compliance initiatives that were implemented at Frutarom in Bangkok(1) . . . . . . . . . . . . . . . . . Production of savory solutions. connection with the closing of the Frutarom transaction. These secondary reviews were conducted with the assistance of outside legal and accounting firms. These reviews are complete. Japan Gotemba . . . . . . . . . . . . . . . . . . Production of flavor compounds. IFF is committed to the highest standards of ethics and integrity and has strict compliance policies in place Singapore that are regularly reviewed and updated. Jurong(1) . . . . . . . . . . . . . . . . . . . Production of flavor and fragrance compounds. Science Park(1) . . . . . . . . . . . . . . Flavor and fragrance laboratories. Litigation Matters Turkey On August 12, 2019, Marc Jansen filed a putative securities class action against IFF, its Chairman and CEO, Gebze(1) . . . . . . . . . . . . . . . . . . . Production of flavor compounds. and its CFO, in the United States District Court for the Southern District of New York. The lawsuit, which was filed after IFF disclosed that preliminary results of investigations indicated that Frutarom businesses operating Slovenia principally in Russia and Ukraine had made improper payments to representatives of customers, alleges that Skofja(1) . . . . . . . . . . . . . . . . . . . Production of flavor, food systems and savory powders. defendants made materially false and misleading statements or omissions concerning IFF’s acquisition of Israel Frutarom, the integration of the two companies, and IFF’s financial reporting and results. The lawsuit brings Kibbutz Givat-Oz(1)(3) . . . . . . . . Production of fragrance ingredients. claims under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 against all defendants, Migdal H’aemeq(1) . . . . . . . . . . Production of health products. and under Section 20(a) of the Securities Exchange Act of 1934 against the individual defendants, and was filed Haifa(1) . . . . . . . . . . . . . . . . . . . . Production of flavor compounds. on behalf of a putative class of persons and entities who purchased or otherwise acquired IFF securities between May 7, 2018 and August 5, 2019. The complaint seeks an award of unspecified compensatory damages, costs, Russia and expenses. On December 26, 2019, the Court appointed a group of six investment funds as lead plaintiff and Moscow(1) . . . . . . . . . . . . . . . . . Production of savory solutions. Pomerantz LLP as lead counsel. Germany Hamburg(1) . . . . . . . . . . . . . . . . Production of fragrance compounds. Two motions to approve securities class actions were filed in the Tel Aviv District Court, Israel in August Stadthagen . . . . . . . . . . . . . . . . . Production of health products. 2019, similarly alleging, among other things, false and misleading statements largely in connection with IFF’s Emmerich . . . . . . . . . . . . . . . . . Production of food systems. acquisition of Frutarom and the above-mentioned improper payments. Both assert claims under the U.S. federal Sittensen . . . . . . . . . . . . . . . . . . Production of savory solutions. securities laws against IFF, its Chairman and CEO, and its former CFO. One also asserts claims under the Israeli Freilassing . . . . . . . . . . . . . . . . . Production of savory solutions. Securities Act-1968 against IFF, as well as against Frutarom and certain former Frutarom officers and directors, and asserts claims under the Israeli Companies Act-1999 against certain former Frutarom officers and directors. (1) Leased. (2) Land is leased and building, machinery and equipment are owned. On October 29, 2019, IFF and Frutarom filed a claim in the Tel Aviv District Court, Israel, against Ori (3) We have a 93.4% interest in the subsidiary company that owns this facility. Yehudai, the former President and CEO of Frutarom, and against certain former directors of Frutarom, challenging the bonus of US $20 million granted to Yehudai in 2018. IFF and Frutarom allege, among other Our principal executive offices and New York laboratory facilities are located at 521 West 57th Street, New things, that Yehudai was not entitled to receive the bonus because he breached his fiduciary duty by, among other York City. things, knowing of the above-mentioned improper payments and failing to prevent them from being made. 32 33


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    ITEM 4. MINE SAFETY DISCLOSURES. PART II Not applicable. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information. Our common stock is principally traded on the New York Stock Exchange and available on the Tel Aviv Stock Exchange, both under the ticker symbol “IFF”. Approximate Number of Equity Security Holders. Number of shareholders of record Title of Class as of February 26, 2020 Common stock, par value 12 1/2¢ per share 1,555 Issuer Purchases of Equity Securities. None. Performance Graph. The following graph compares a shareholder’s cumulative total return for the last five fiscal years as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the S&P 500 Index; and (iii) a customized Peer Group. The graph is based on historical stock prices and measures total shareholder return, which takes into account both changes in stock price and dividends. The total return assumes that dividends were reinvested daily and is based on a $100 investment on December 31, 2014. $200 173.86 159.25 169.01 $150 143.17 138.29 Total Shareholder Return 120.20 120.68 132.79 140.74 132.57 132.23 100 107.30 113.51 $100 112.03 100 101.38 $50 $0 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 Annual Index International Flavors & Fragrances S&P 500 Index Peer Group SOURCE: S&P Capital IQ 34 35


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    Due to the international scope and breadth of our business, we believe that a Peer Group comprising Included in the above quarterly results are the following: international public companies, which are representative of the customer group to which we sell our products, is Footnotes the most appropriate group against which to compare shareholder returns. See the table below for the list of Gross Net Diluted companies included in our Peer Group. (DOLLARS IN THOUSANDS EXCEPT Profit Expense EPS Peer Group Companies PER SHARE AMOUNTS) (a) (Income)(b) (c) Description Q1 2019 Avon Products, Inc. Kellogg Company Integration Related Costs . . . . . . . . . . . . . . . . . . . . . $ 156 $11,548 $ 0.10 Represents costs related to the integration of the Frutarom acquisition. Campbell Soup Company The Estée Lauder Companies Inc. Restructuring and Other Charges, net . . . . . . . . . . . . — 12,143 0.11 Represents severance costs related to restructuring Church & Dwight Co., Inc. McCormick & Company, Incorporated programs. Frutarom Acquisition Related Costs . . . . . . . . . . . . . 7,850 7,999 0.07 Represents transaction-related costs and expenses The Clorox Company McDonald’s Corporation related to the acquisition of Frutarom. The Coca-Cola Company Nestle SA Q2 2019 Integration Related Costs . . . . . . . . . . . . . . . . . . . . . 165 8,843 0.08 Represents costs related to the integration of the Colgate-Palmolive Company PepsiCo, Inc. Frutarom acquisition. Restructuring and Other Charges, net . . . . . . . . . . . . — 1,973 0.02 Represents severance costs related primarily to Conagra Brands, Inc. The Procter & Gamble Company Frutarom. Edgewell Personal Care Company(1) Revlon, Inc. Frutarom Acquisition Related Costs . . . . . . . . . . . . . — (1,290) (0.01) Represents reductions in the contingent consideration payable related to certain acquisitions General Mills, Inc. Sensient Technologies Corporation made by Frutarom. The Hershey Company Unilever N.V. Q3 2019 Integration Related Costs . . . . . . . . . . . . . . . . . . . . . 187 8,164 0.07 Represents costs related to the integration of the Hormel Foods Corporation YUM! Brands, Inc. Frutarom acquisition. Restructuring and Other Charges, net . . . . . . . . . . . . — 2,905 0.03 Represents costs primarily related to the Frutarom Integration Initiative and the 2019 Severance (1) Edgewell Personal Care has been included starting from July 1, 2015 when it spun off from Energizer Program. Holdings. Frutarom Acquisition Related Costs . . . . . . . . . . . . . (3,603) (2,199) (0.02) Represents a measurement period adjustment to the amount of the inventory “step-up” recorded. Q4 2019 ITEM 6. SELECTED FINANCIAL DATA. Integration Related Costs . . . . . . . . . . . . . . . . . . . . . 222 14,144 0.12 Represents costs related to the integration of the Frutarom acquisition. INTERNATIONAL FLAVORS & FRAGRANCES INC. Restructuring and Other Charges, net . . . . . . . . . . . . — 5,947 0.05 Represents costs primarily related to the Frutarom Integration Initiative and the 2019 Severance QUARTERLY FINANCIAL DATA Program. (UNAUDITED) Frutarom Acquisition Related Costs . . . . . . . . . . . . . — 636 0.01 Represents costs primarily compensation associated with Frutarom options that had not vested at the time the Frutarom acquisition closed. The following selected consolidated financial data is derived from our Consolidated Financial Statements. N&B Transaction Related Costs . . . . . . . . . . . . . . . . — 18,393 0.16 Represents costs and expenses related to the pending This data should be read in conjunction with the Consolidated Financial Statements and Notes thereto, and with transaction with Nutrition & Biosciences Inc. Q1 2018 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Restructuring and Other Charges, net . . . . . . . . . . . . — 548 0.01 Represents severance costs related to the 2017 Productivity Program and Taiwan lab closure. Fiscal Year Ended December 31, 2019 U.S. Tax Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 649 0.01 Represents charges incurred related to enactment of certain U.S. tax legislation changes in December (DOLLARS IN THOUSANDS EXCEPT PER SHARE 2017. First Second Third Fourth AMOUNTS) Quarter Quarter Quarter Quarter Total Year Q2 2018 Integration Related Costs . . . . . . . . . . . . . . . . . . . . . — 993 0.01 Represents costs related to the integration of David Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,297,402 $1,291,568 $1,267,345 $1,283,769 $5,140,084 Michael. Restructuring and Other Charges, net . . . . . . . . . . . . — 147 — Represents severance costs related to the 2017 Gross Profit(a) . . . . . . . . . . . . . . . . . . . . . . . . . 531,259 546,239 533,088 502,162 2,112,748 Productivity Program. Frutarom Acquisition Related Costs . . . . . . . . . . . . . — 30,446 0.38 Represents transaction-related costs and expenses Income before taxes . . . . . . . . . . . . . . . . . . . 134,576 169,481 156,866 96,529 557,452 related to the acquisition of Frutarom. Net income . . . . . . . . . . . . . . . . . . . . . . . . . . 111,214 138,869 129,807 80,378 460,268 Q3 2018 Integration Related Costs . . . . . . . . . . . . . . . . . . . . . 18 722 0.01 Represents costs related to the integration of Net income attributable to IFF Frutarom. stockholders(b) . . . . . . . . . . . . . . . . . . . . . . 108,829 136,377 127,124 83,543 455,873 Restructuring and Other Charges, net . . . . . . . . . . . . — 699 0.01 Represents severance costs related to the 2017 Productivity Program. Net income per share — basic(d) . . . . . . . . . . $ 0.97 $ 1.21 $ 1.15 $ 0.71 $ 4.05 U.S. Tax Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (8,151) (0.10) Represents charges incurred related to enactment of Net income per share — diluted(c) . . . . . . . . . $ 0.96 $ 1.20 $ 1.13 $ 0.70 $ 4.00 certain U.S. tax legislation changes in December 2017. Fiscal Year Ended December 31, 2018 Frutarom Acquisition Related Costs . . . . . . . . . . . . . — 45,433 0.56 Represents transaction-related costs and expenses related to the acquisition of Frutarom. (DOLLARS IN THOUSANDS EXCEPT PER SHARE Q4 2018 First Second Third Fourth Integration Related Costs . . . . . . . . . . . . . . . . . . . . . 84 4,076 0.04 Represents costs related to the integration of the AMOUNTS) Quarter Quarter Quarter Quarter Total Year Frutarom acquisition. Restructuring and Other Charges, net . . . . . . . . . . . . — 1,672 0.01 Represents severance costs related to the 2017 Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $930,928 $920,016 $907,548 $1,219,047 $3,977,539 Productivity Program and costs associated with the termination of agent relationships in a subsidiary. Gross Profit(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,809 398,717 400,666 477,515 1,682,707 U.S. Tax Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32,847 0.30 Represents additional expense based on updated Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . 158,837 121,918 100,702 66,300 447,757 repatriation plans requiring accruals for withholding taxes on deemed repatriation. Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,416 99,149 95,716 15,500 339,781 Frutarom Acquisition Related Costs . . . . . . . . . . . . . 23,550 51,200 0.46 Represents transaction-related costs and expenses related to the acquisition of Frutarom. Net income attributable to IFF stockholders(b) . . . . 129,416 99,149 95,716 13,021 337,302 Net income per share — basic(d) . . . . . . . . . . . . . . $ 1.63 $ 1.25 $ 1.18 $ 0.09 $ 3.81 (d) The sum of Net Income per basic share by quarter does not equal the earnings per share for the full year due to the impact of higher shares in the Net income per share — diluted(c)(e) . . . . . . . . . . . . $ 1.63 $ 1.25 $ 1.17 $ 0.09 $ 3.79 third and fourth quarters. (e) The sum of Net Income per diluted share by quarter does not equal the earnings per share for the full year due to rounding. * See the following chart for (a)-(e) footnote explanations. 36 37


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    INTERNATIONAL FLAVORS & FRAGRANCES INC. FIVE-YEAR SUMMARY (a) Results for the year ended 2019 include a full year of Frutarom’s business operations. (DOLLARS IN THOUSANDS EXCEPT PER SHARE AND PERCENTAGE AMOUNTS) (b) Results for the year ended 2018 include Frutarom’s business operations since the acquisition date of October 4, 2018. Year Ended December 31, (c) The 2018 amount includes $23.6 million related to amortization for inventory “step-up” costs for the 2019(a) 2018(b) 2017(k) 2016(k) 2015(k) Frutarom acquisition and $7.1 million of net reimbursements from suppliers related to the previously Consolidated Statement of Income Data disclosed FDA mandated recall. The 2017 amount includes $15.9 million of costs related to the amortization Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,140,084 $ 3,977,539 $3,398,719 $3,116,350 $3,023,189 for inventory “step-up” for the Fragrance Resources and PowderPure acquisitions and FDA mandated Cost of goods sold(c) . . . . . . . . . . . . . . . . . . . . . . 3,027,336 2,294,832 1,926,256 1,720,787 1,672,308 product recall costs of $11.0 million. The 2016 amount includes $7.6 million of costs related to the amortization for inventory “step-up” for the David Michael and Lucas Meyer acquisitions. The 2015 amount Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,112,748 1,682,707 1,472,463 1,395,563 1,350,881 includes $6.8 million of costs related to the fair value step-up of inventory for the Ottens Flavors and Lucas Research and development expenses . . . . . . . . . 346,128 311,583 295,469 258,863 245,605 Meyer acquisitions. Selling and administrative expenses(d) . . . . . . . . 876,121 707,461 570,144 572,518 494,097 (d) The 2019 amount includes $53.5 million of integration related costs, $20.7 million of N&B transaction related Restructuring and other charges, net(e) . . . . . . . . 29,765 5,079 19,711 (1,700) 7,594 Amortization of acquisition-related costs, $11.3 million compliance review and legal defense costs offset by $8.0 million related to certain Brazil intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,097 75,879 34,693 23,763 15,040 tax credits. The 2018 amount includes $66.1 million of transaction costs related to acquisition of Frutarom, Losses (gains) on sale of assets . . . . . . . . . . . . . . 2,367 (1,177) (184) (10,836) — $6.1 million of integration costs related to the David Michael and Frutarom acquisitions, and $1.3 million of transaction costs related to the acquisitions of Fragrance Resources and PowderPure. The 2017 amount Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . 665,270 583,882 552,630 552,955 588,545 includes $4.5 million of costs related to the Fragrance Resources and PowderPure acquisitions, $3.3 million of Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . 138,221 132,558 65,363 52,989 46,062 integration costs related to the 2017 Productivity Program and $5.3 million of reserve for payment of a tax Loss on extinguishment of debt(f) . . . . . . . . . . . . — 38,810 — — — assessment related to commercial rent for prior periods. The 2016 amount includes $48.5 million of legal Other (income) expense, net(g) . . . . . . . . . . . . . . (30,403) (35,243) (49,778) (23,751) 3,382 charges/credits principally related to litigation accrual and $4.5 million of acquisition-related costs related to Income before taxes . . . . . . . . . . . . . . . . . . . . . . 557,452 447,757 537,045 523,717 539,101 the acquisitions of Lucas Meyer, David Michael and Fragrance Resources. The 2015 amount includes Taxes on income(h) . . . . . . . . . . . . . . . . . . . . . . . . 97,184 107,976 241,380 118,686 119,854 $10.5 million of reversal of the previously recorded provision for the Spanish capital tax case, $7.2 million of Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,268 339,781 295,665 405,031 419,247 expense for the acceleration of the contingent consideration payments related to the Aromor acquisition and Net income attributable to noncontrolling $11.5 million of acquisition-related costs for the Ottens and Lucas Meyer acquisitions. interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,395 2,479 — — — (e) The 2019 amount represents costs primarily related to the Frutarom Integration Initiative and the 2019 Net income attributable to IFF stockholders . . . . $ 455,873 $ 337,302 $ 295,665 $ 405,031 $ 419,247 Severance Program. The 2018 and 2017 amounts primarily represent severance costs related to the 2017 Productivity Program. The 2016 amount represents accelerated depreciation related to the termination of a Percentage of net sales . . . . . . . . . . . . . . . . 9.0 8.5 8.7 13.0 13.9 former executive officer and partial reversal of restructuring accruals recorded in the prior year. Percentage of average shareholders’ (f) For 2018, represents a $34.9 million make whole payment on the Senior Notes — 2007 and a $3.9 million equity(i) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4 8.7 17.8 25.1 26.9 realized loss on the termination of a fair value hedge in connection with the acquisition financing of Net income per share — basic . . . . . . . . . . . . . . . $ 4.05 $ 3.81 $ 3.73 $ 5.07 $ 5.19 Net income per share — diluted . . . . . . . . . . . . . $ 4.00 $ 3.79 $ 3.72 $ 5.05 $ 5.16 Frutarom. Average number of diluted shares (g) The 2017 amount includes $12.2 million from the release of CTA related to the liquidation of a foreign (thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,307 88,121 79,370 79,981 80,891 entity. Consolidated Balance Sheet Data (h) The 2018 amount includes an additional charge based on updated repatriation plans requiring a Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 606,823 $ 634,897 $ 368,046 $ 323,992 $ 181,988 $32.8 million accrual of a deferred tax liability for foreign withholding and other taxes, including state Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . 876,197 937,765 663,663 550,658 537,896 taxes, on deemed repatriation. For 2017, represents charges incurred related to enactment of certain U.S. tax Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,123,068 1,078,537 649,448 592,017 572,047 legislation changes in December 2017, including $38.6 million related to net adjustments on deferred tax Property, plant and equipment, net . . . . . . . . . . . 1,386,920 1,241,152 880,580 775,716 732,794 assets, and $100.6 million related to taxes on deemed repatriation of earnings. The 2015 amount includes Goodwill and intangible assets, net(j) . . . . . . . . . 8,349,531 8,417,710 1,572,075 1,365,906 1,247,393 $10.5 million of settlements due to favorable tax rulings in jurisdictions for which reserves were previously Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,287,411 12,889,395 4,598,926 4,016,984 3,702,010 recorded for ongoing tax disputes. Bank borrowings, overdrafts and current portion (i) Percentage of average shareholders’ equity is calculated using the Net income attributable to IFF of long-term debt . . . . . . . . . . . . . . . . . . . . . . . 384,958 48,642 6,966 258,516 132,349 stockholders as a percent of the average of Total Shareholders’ equity balance at the end of year and the Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . 3,997,438 4,504,417 1,632,186 1,066,855 935,373 preceding year. Redeemable noncontrolling interests . . . . . . . . . 99,043 81,806 — — — (j) Beginning in 2018, the amount includes $6.9 billion in identifiable intangible assets and goodwill related to Total Shareholders’ equity . . . . . . . . . . . . . . . . . 6,229,548 6,043,374 1,689,294 1,631,134 1,594,989 our acquisition of Frutarom. Other Data (k) The amounts have been adjusted to reflect the adoption of ASU 2017-07, which required that employers Current ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 2.6 2.5 1.8 2.0 who present a measure of operating income in their statement of income to include only the service cost Additions to property, plant and equipment . . . . $ 235,978 $ 170,094 $ 128,973 $ 126,412 $ 101,030 component of net periodic pension cost and postretirement costs in operating expenses. The impact of the Depreciation and amortization expense . . . . . . . 323,330 173,792 117,967 102,469 89,597 adoption of this standard was a decrease in operating profit by approximately $28.8 million, $14.4 million Cash dividends declared per share . . . . . . . . . . . $ 2.96 $ 2.84 $ 2.66 $ 2.40 $ 2.06 Number of shareholders of record at year-end . . 1,555 1,276 1,735 1,892 2,013 and $0.6 million for the fiscal year 2017, 2016 and 2015, respectively, and corresponding increases in Other Number of employees at year-end . . . . . . . . . . . 13,668 13,209 7,299 6,932 6,732 (income) expense, net. 38 39


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    ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND authorizations, orders or approvals from governmental authorities. We expect that the transaction will close in RESULTS OF OPERATIONS. early 2021. (UNLESS INDICATED OTHERWISE, DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 2019 Financial Performance Overview Overview Sales Company background Sales in 2019 increased 29% on a reported basis and 32% on a currency neutral basis (which excludes the We are a leading innovator of sensory experiences that move the world. Our creative capabilities, global effects of changes in currency), with the effects of the Frutarom acquisition contributing approximately 28% to footprint, regulatory and technological know-how provide us a competitive advantage in meeting the demands of reported growth rates and 29% to currency neutral growth rates. Taste reported sales growth was flat but our global, regional and local customers around the world. The 2018 acquisition of Frutarom solidified our currency neutral sales grew 2%. Scent achieved sales growth of 2% on a reported basis and 4% on a currency position as an industry leader across an expanded portfolio of products, resulting in a broader customer base neutral basis in 2019. The impact of an additional week of sales, or a 53rd week, in 2019 contributed across small, mid-sized and large companies and an expansion to new adjacencies that provides a platform for approximately 1% to reported and currency neutral sales growth. Consolidated reported and currency neutral significant cross-selling opportunities. sales growth was driven by additional sales from our acquisition of Frutarom, and to a lesser extent, new win performance (net of losses) in Scent. Beginning in the first quarter of fiscal year 2020, we are operating our business across two segments, Taste and Scent. As part of this new operating model, nearly all of the former Frutarom business segment was From a geographic perspective, North America (“NOAM”), Europe, Africa and Middle East (“EAME”), consolidated with the Taste segment. The financial results presented in this Form 10-K reflect the Taste, Scent Greater Asia (“GA”) and Latin America (“LA”) all delivered sales growth on a consolidated basis led by the and legacy Frutarom business segments prior to the realignment. Frutarom acquisition. As a leading creator of flavor offerings, we help our customers deliver on the promise of delicious and Exchange rate variations had an unfavorable impact on net sales for 2019 of 3%. The effect of exchange healthy foods and drinks that appeal to consumers. While we are a global leader, our Taste business is more rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to regional in nature, with different formulas that reflect local taste preferences. Consequently, we manage our other currencies. Taste business geographically, creating products in our regional creative centers which allow us to satisfy local taste preferences, while also helping to ensure regulatory compliance and production standards. We develop Our 25 largest customers accounted for 38% of total sales in 2019. In 2019, no customer accounted for more thousands of different flavors and taste offerings for our customers, most of which are tailor-made. We than 10% of sales. A key factor for commercial success is inclusion on our strategic customers’ core supplier continually develop new formulas to meet changing consumer preferences and customer needs. lists, which provides opportunities to win new business. We are on the core supplier lists of a large majority of our global and strategic customers within taste and scent. Our global Scent business creates fragrance compounds and fragrance ingredients that are integral elements in the world’s finest perfumes and best-known household and personal care products. We believe our innovative Sales by Business Unit Sales by Destination technologies, consumer insight and customer intimacy make us a market leader in scent. Pending Transaction with Nutrition & Biosciences, Inc. 33.7% Taste 40.5% EAME On December 15, 2019, we entered into definitive agreements with DuPont de Nemours, Inc. (“DuPont”), 37.4% Scent 22.6% GA including an Agreement and Plan of Merger, pursuant to which DuPont will transfer its nutrition and biosciences business (the “N&B Business”) to Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned 28.9% Frutarom 22.8% NOAM subsidiary of DuPont (“N&B”), and N&B will merge with and into a wholly owned subsidiary of IFF in 14.1% LA exchange for a number of shares of IFF common stock, par value $0.125 per share (“IFF Common Stock”) (collectively, the “DuPont N&B Transaction”). In connection with the transaction, DuPont will receive a one-time $7.3 billion special cash payment (the “Special Cash Payment”), subject to certain adjustments. As a result of the DuPont N&B Transaction, holders of DuPont’s common stock will own approximately 55.4% of the outstanding shares of IFF on a fully diluted basis. We believe that the combination of IFF and the N&B Business Gross Margin will create a global leader in high-value ingredients and solutions in the global Food & Beverage, Home & Gross margin decreased 120 basis points (“bps”) year-over-year, driven principally by lower margins in our Personal Care and Health & Wellness markets. We expect that the companies’ complementary product portfolios Frutarom business unit and higher raw material costs, which were partially offset by cost savings and will give the combined company leadership positions across key Taste, Texture, Scent, Nutrition, Enzymes, productivity initiatives. Cultures, Soy Proteins and Probiotics categories. Operating profit Completion of the DuPont N&B Transaction is subject to various closing conditions, including, among other things, (1) approval by IFF’s shareholders of the issuance of IFF Common Stock in connection with the Operating profit increased $81.4 million to $665.3 million (12.9% of sales) in 2019 compared to transaction; (2) the effectiveness of the registration statements to be filed with the Securities and Exchange $583.9 million (14.7% of sales) in 2018. Included in 2019 were $127.8 million of charges related to operational Commission pursuant to the Merger Agreement; and (3) the expiration of the applicable waiting period under the improvement initiatives, integration related costs, restructuring and other charges, net, losses on sale of assets, Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining certain other consents, FDA mandated product recall, compliance review costs, Frutarom acquisition related costs and N&B transaction 40 41


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    related costs. The comparable period in 2018 included $93.5 million of charges related to operational Results of Operations improvement initiatives, integration related costs, restructuring and other charges, net, and Frutarom acquisition Year Ended December 31, Change related costs, which were partially offset by acquisition related costs, gains on sale of assets and recoveries (DOLLARS IN THOUSANDS EXCEPT PER SHARE 2019 vs. 2018 vs. related to the FDA mandated product recall. Excluding these charges, adjusted operating profit was AMOUNTS) 2019 2018 2017 2018 2017 $793.1 million for 2019, an increase from $677.4 million for 2018, principally driven by the inclusion of Frutarom’s operating profit for a full year in 2019 compared to one quarter in 2018, productivity initiatives, and Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,140,084 $3,977,539 $3,398,719 29.2% 17.0% volume increases on existing business, partially offset by price to input costs (including the net impact of the Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . 3,027,336 2,294,832 1,926,256 31.9% 19.1% BASF supply chain disruption in 2018) and unfavorable foreign exchange rates. Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,112,748 1,682,707 1,472,463 Research and development (R&D) expenses . . . . 346,128 311,583 295,469 11.1% 5.5% Excluding the above charges, adjusted operating profit as a percentage of sales decreased to 15.4% for 2019 Selling and administrative (S&A) expenses . . . . . 876,121 707,461 570,144 23.8% 24.1% compared to 17.0% for 2018, principally driven by lower margins in our Frutarom business and price to input Restructuring and other charges, net . . . . . . . . . . . 29,765 5,079 19,711 NMF (74.2)% costs (including the net impact of the BASF supply chain disruption in 2018), partially offset by productivity Amortization of acquisition-related intangibles . . 193,097 75,879 34,693 154.5% 118.7% initiatives. Foreign currency had a 2% unfavorable impact on operating profit in the 2019 period compared to a Losses (gains) on sale of assets . . . . . . . . . . . . . . . 2,367 (1,177) (184) NMF NMF 3% favorable impact on operating profit in the 2018 period. Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . 665,270 583,882 552,630 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,221 132,558 65,363 4.3% 102.8% Restructuring and Other Charges, net Loss on extinguishment of debt . . . . . . . . . . . . . . — 38,810 — (100.0)% NMF Restructuring and other charges, net increased to $29.8 million in 2019 compared to $5.1 million in 2018. Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . (30,403) (35,243) (49,778) (13.7)% (29.2)% This increase was primarily driven by costs incurred in 2019 related to our Frutarom Integration Initiative and Income before taxes . . . . . . . . . . . . . . . . . . . . . . . 557,452 447,757 537,045 2019 Severance Program, including severance costs related to outsourcing the IT function. Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . 97,184 107,976 241,380 (10.0)% (55.3)% Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,268 339,781 295,665 Cash Flows provided by Operating Activities Net income attributable to noncontrolling Cash flows provided by operations were $699.0 million or 13.6% of sales in 2019 as compared to cash interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,395 2,479 — NMF NMF flows provided by operations of $437.6 million, or 11.0% of sales, during 2018. The increase in operating cash Net income attributable to IFF stockholders . . . . . $ 455,873 $ 337,302 $ 295,665 flows from 2018 to 2019 was principally driven by higher earnings from inclusion of our Frutarom acquisition and lower net working capital (principally related to accounts receivable). Net income per share — diluted . . . . . . . . . . . . . . $ 4.00 $ 3.79 $ 3.72 5.5% 1.9% Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.1% 42.3% 43.3% (120.2) (101.9) Our capital spend was $236.0 million (4.6% of sales) during 2019. In light of our requirement to relocate R&D as a percentage of sales . . . . . . . . . . . . . . . . 6.7% 7.8% 8.7% (110.0) (86.0) one of our Fragrance Ingredients facilities in China, the ongoing construction of new facilities in India and S&A as a percentage of sales . . . . . . . . . . . . . . . . 17.0% 17.8% 16.8% (74.2) 101.1 Indonesia, and capital requirements to integrate our recently acquired Frutarom business, we expect that capital Operating margin . . . . . . . . . . . . . . . . . . . . . . . . . 12.9% 14.7% 16.3% (173.7) (158.0) spending in 2020 will be about 4-5% of sales (net of potential grants and other reimbursements from government Adjusted operating margin (1) . . . . . . . . . . . . . . . . 15.4% 17.0% 18.2% (160.0) (117.2) authorities). Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . 17.4% 24.1% 44.9% NMF NMF Segment net sales Taste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,731,919 $1,737,349 $1,632,166 (0.3)% 6.4% Scent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,922,717 1,880,630 1,766,553 2.2% 6.5% Frutarom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,485,448 359,560 N/A NMF NMF Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,140,084 $3,977,539 $3,398,719 NMF: Not meaningful (1) Adjusted operating margin for the year ended December 31, 2019 excludes integration related costs of $55.2 million, restructuring and other charges of $29.8 million, N&B transaction related costs of $20.7 million, compliance review and legal defense costs of $11.3 million, Frutarom acquisition related costs of $5.9 million, and operational improvement initiatives of $2.3 million, losses on sale of assets of $2.4 million, and FDA mandated product recall of $0.3 million. Adjusted operating margin for the year ended December 31, 2018 excludes Frutarom acquisition related costs of $89.6 million, integration related costs of $7.2 million, restructuring and other charges of $4.1 million, and operational improvement initiatives of $2.2 million, partially offset by FDA mandated product recall of $7.1 million, acquisition related costs of $1.3 million, and gain on sale of assets of $1.2 million. 42 43


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    Adjusted operating margin for the year ended December 31, 2017 excludes net legal charges/credits of acquisition of Frutarom on October 4, 2018 and therefore, the year over year sales growth has been excluded $1.0 million, acquisition related costs of $20.4 million, gain on sale of assets of $0.2 million, operational from the above table. improvement initiative costs of $1.8 million, restructuring and other charges, net of $19.7 million, FDA mandated product recall costs of $11.0 million, UK pension settlement charge of $2.8 million, tax Reported and currency neutral sales for the fourth quarter of 2019 grew 4% and 6%, respectively, primarily assessment of $5.3 million, and integration related costs of $4.2 million. driven by growth in the Flavor Compounds product category. Cost of goods sold includes the cost of materials and manufacturing expenses; raw materials generally Cost of Goods Sold constitute approximately 50% of total inventory. R&D expenses relate to the development of new and improved molecules and technologies, technical product support and compliance with governmental regulations. S&A Cost of goods sold, as a percentage of sales, increased 120 bps, to 58.9% in 2019 compared to 57.7% in expenses include expenses necessary to support our commercial activities and administrative expenses 2018, principally driven by lower margins in our Frutarom business unit and unfavorable price versus input costs, principally associated with staff groups that support our overall operating activities. which were partially offset by cost savings and productivity initiatives. 2019 IN COMPARISON TO 2018 Research and Development (R&D) Sales Overall R&D expenses, as a percentage of sales, decreased to 6.7% in 2019 compared to 7.8% in 2018. The Sales for 2019 totaled $5.1 billion, an increase of 29% from the prior year on a reported basis and 32% on a decrease as a percentage of sales in 2019 was principally due to lower R&D expenses in our Frutarom segment as currency neutral basis. The Frutarom acquisition contributed 28% on a reported basis and 29% on a currency a percentage of sales. neutral basis. The impact of an additional week of sales, or a 53rd week, in 2019 contributed approximately 1% to reported and currency neutral sales growth. Sales growth primarily reflected the additional sales from our Selling and Administrative (S&A) acquisition of Frutarom, and to a lesser extent, new win performance (net of losses) in Scent. S&A expenses increased $168.7 million to $876.1 million, or 17.0% as a percentage of sales, in 2019 compared to $707.5 million, or 17.8% as a percentage of sales, in 2018. Sales performance by segment was as follows: % Change in Sales — 2019 vs. 2018 Included in 2019 was integration related costs of $53.5 million, N&B transaction related costs of Reported Currency Neutral(1) $20.7 million, compliance review and legal defense costs of $11.3 million and Frutarom acquisition related costs of $1.7 million, compared to Frutarom acquisition related costs of $66.1 million and integration related costs of Taste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 2% $6.1 million, partially offset by acquisition related costs of $1.3 million in 2018. Excluding these costs, adjusted Scent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2% 4% S&A expense increased by $152.3 million, but decreased to 15.3% of sales in 2019 compared to 16.0% of sales Frutarom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — % — % in 2018. The slight decrease as a percentage of sales was due to a decline in personnel related costs and the Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29% 32% impact of our acquisition of Frutarom, partially offset by income related to certain Brazil tax credits. (1) Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the During the fourth quarter of 2019, we recognized $8.0 million in income related to the expected recoveries corresponding 2019 period. of previously paid indirect taxes in Brazil from the period from 2011 to 2018 that have been subject to litigation between us and certain tax authorities. The amount has been recorded in Selling and administrative expense. Taste Taste sales in 2019 were flat on a reported basis and increased 2% on a currency neutral basis versus the Restructuring and Other Charges prior year period. Currency neutral performance was driven by new wins (net of losses) which was partially Frutarom Integration Initiative offset by volume reductions on existing business. Currency neutral sales growth was primarily driven by GA new wins (net of losses) and volume increases on existing business. In connection with the acquisition of Frutarom, we began to execute an integration plan that, among other initiatives, seeks to optimize its manufacturing network. As part of the Frutarom Integration Initiative, we expect Scent to close approximately 35 manufacturing sites over the next two years with most of the closures targeted to occur Scent sales in 2019 increased 2% on a reported basis and 4% on a currency neutral basis. Reported and before the end of fiscal 2020. During 2019, we announced the closure of 10 facilities, of which six facilities are currency neutral sales growth primarily reflected new win performance (net of losses), which were partially in Europe, Africa and Middle East, two facilities in Latin America, and one facility in each North America and offset by volume reductions on existing business. Greater Asia regions. Since the inception of the initiative, we have expensed $10.4 million. Total costs for the program are expected to be approximately $65 million including cash and non-cash items. Sales growth in the Scent business unit was led by Fine Fragrances and Consumer Fragrances, which both were primarily driven by new win performance (net of losses), partially offset by volume reductions on existing 2019 Severance Charges business. During 2019, the Company incurred severance charges related to approximately 330 headcount reductions. The headcount reductions primarily related to the Scent business unit and outsourcing of certain IT functions, Frutarom with additional amounts related to headcount reductions in all business units associated with the establishment of Frutarom sales in 2019 were $1.5 billion, which included approximately $1.1 billion in sales of Flavor a new shared service center in Europe. Since the inception of the program, the Company has expensed Compounds and approximately $367 million in sales of Ingredient product categories. We completed our $21.3 million. Total costs for the program are expected to be approximately $25 million. 44 45


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    2017 Productivity Program Frutarom Business Unit In connection with 2017 Productivity Program, we recorded $24.5 million of charges related to personnel Frutarom segment profit was $126.8 million for 2019 (8.5% of segment sales), compared to $27.4 million costs and lease termination costs since the program’s inception. Total costs for the program are expected to be for 2018 (7.6% of segment sales). Frutarom segment profit was $32.0 million for the fourth quarter of 2019 approximately $25 million. (8.5% of segment sales), compared to $27.4 million for the fourth quarter of 2018 (7.6% of segment sales). Amortization of Acquisition-Related Intangibles Global Expenses Global expenses represent corporate and headquarter-related expenses which include legal, finance, human Amortization expenses increased to $193.1 million in 2019 compared to $75.9 million in 2018. The increase resources and R&D and other administrative expenses that are not allocated to an individual business unit. In of $117.2 million was principally driven by the impact of the Frutarom acquisition in 2018. 2019, Global expenses were $49.8 million compared to $74.7 million during 2018. The decrease was principally driven by higher gains from our currency hedging program in the current year and lower incentive compensation Operating Results by Business Unit expense in 2019. We evaluate the performance of business units based on segment profit which is defined as operating profit before Restructuring and certain non-recurring items, Interest expense, Other expense, net and Taxes on income. Interest Expense See Note 15 to our Consolidated Financial Statements for the reconciliation to Income before taxes. In 2019, interest expense increased $5.7 million to $138.2 million, compared to $132.6 million in 2018 primarily driven by a full year of interest expense in 2019 related to the September 2018 debt issuances, partially For the Year Ended December 31, offset by $47.1 million of fees and interest incurred in the third quarter of 2018 in connection with the acquisition (DOLLARS IN THOUSANDS) 2019 2018 of Frutarom. Average cost of debt was 3.0% for the 2019 period compared to 4.3% in 2018. Segment profit: Loss on extinguishment of debt Taste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $382,590 $395,190 Scent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 333,522 329,548 Loss on extinguishment of debt was $38.8 million in 2018, driven by $34.9 million make whole payment on Frutarom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,804 27,358 the Senior Notes — 2007 and $3.9 million realized loss on the termination of a fair value hedge. Global Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49,836) (74,730) Other (Income) Expense, Net Operational Improvement Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,267) (2,169) Acquisition Related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,289 Other income, net, decreased approximately $4.8 million to $30.4 million of income in 2019 versus Integration Related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,160) (7,188) $35.2 million of income in 2018. The decrease was primarily driven by higher losses on foreign exchange and Restructuring and Other Charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,765) (4,086) higher pension related expenses, offset by higher investment income in 2019 as well as income related to the (Losses) gains on Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,367) 1,177 realization of a deferred gain on the government imposed relocation of a site in China. FDA Mandated Product Recall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250) 7,125 Income Taxes Frutarom Acquisition Related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,940) (89,632) Compliance Review & Legal Defense Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,314) — The effective tax rate was 17.4% in 2019 as compared to 24.1% in 2018. The year-over-year decrease was N&B Transaction Related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,747) — largely due to a more favorable mix of earnings, and the absence of the $32.8 million charge in 2018 associated with a change in our assertion under APB 23, partially offset by loss provisions, the establishment of a valuation Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $665,270 $583,882 allowance against certain U.S. state deferred taxes, and the absence of the reversal of certain valuation Profit margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . allowances on U.S. state deferred taxes that benefited 2018. Taste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.1% 22.7% Scent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3% 17.5% Excluding the $26.2 million tax benefit associated with the pre-tax operational improvement initiatives, Frutarom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5% 7.6% integration related costs, restructuring and other charges, net, losses on sale of assets, FDA mandated product Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.9% 14.7% recall, Frutarom acquisition related costs, compliance review & legal defense costs, and N&B transaction related costs, the adjusted effective tax rate for 2019 was 18.1%. For 2018, the adjusted effective tax rate was 18.4% Taste Business Unit excluding the $4.0 million tax benefit associated with the pre-tax restructuring, operational improvement initiatives, integration related costs and Frutarom acquisition related costs, which were partially offset by the tax Taste segment profit decreased $12.6 million to $382.6 million (22.1% of segment sales) in 2019 from charge associated with acquisition-related costs, gains on sales of fixed assets, FDA mandated product recall $395.2 million (22.7% of segment sales) in the comparable 2018 period. The decrease in segment profit costs and the impact of the U.S. tax reform. The year-over-year decrease was largely due to a more favorable mix principally reflected higher raw material costs, and unfavorable manufacturing variances, partially offset by the of earnings, partially offset by loss provisions and the establishment of a valuation allowance on U.S. state benefit of cost savings and productivity initiatives. deferred taxes. Scent Business Unit 2018 IN COMPARISON TO 2017 Scent segment profit increased $4.0 million to $333.5 million (17.3% of segment sales) in 2019, compared For a comparison of our results of operations for the fiscal years ended December 31, 2018 and to $329.5 million (17.5% of segment sales) reported in 2018. Segment profit as a percentage of sales included the December 31, 2017, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and impact of unfavorable price versus input costs partially offset by the benefit of cost savings and productivity Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on initiatives. February 26, 2019. 46 47


  • Page 30

    Liquidity and Capital Resources Additions to property, plant and equipment were $236.0 million, $170.1 million and $129.0 million in 2019, 2018 and 2017, respectively (net of grants and other reimbursements from government authorities). These Cash and Cash Equivalents investments largely arise from our ongoing focus to align our manufacturing facilities with customer demand, We had cash and cash equivalents of $606.8 million at December 31, 2019 compared to $634.9 million at primarily in emerging markets, and new technology consistent with our strategy. December 31, 2018, of which $578.7 million of the balance at December 31, 2019 was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the The decrease in cash used in investing activities from 2019 compared to 2018, primarily driven by the items United States. above, were partially offset by proceeds from the disposal of assets and proceeds from the termination of existing cross currency swap instruments during the current year. 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 In light of our requirement to relocate one of our Fragrance Ingredients facilities in China, the ongoing we repatriate these funds to the U.S. we will be required to pay income taxes in certain U.S. states and applicable construction of new facilities in India and Indonesia, and capital requirements to integrate our recently acquired foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of December 31, Frutarom business, we expect that capital spending in 2020 will be about 4-5% of sales (net of potential grants 2019, we have a deferred tax liability of $46.1 million for the effect of repatriating the funds to the U.S. and other reimbursements from government authorities). Frutarom Integration Initiative Restricted Cash We expect to incur costs related to the Frutarom Integration Initiative. Integration projects are primarily As discussed in Note 3 to the Consolidated Financial Statements, restricted cash relates to amounts focused on driving cost synergies in the manufacturing and creative networks, procurement and overhead escrowed related to certain payments to be made to former Frutarom option holders in future periods. At functions. Restructuring costs associated with these initiatives are expected to include employee-related cash December 31, 2019 we had a balance of $17.1 million compared to $13.6 million at December 31, 2018. costs, including severance, retirement and other termination benefits, fixed asset write-downs and contract termination and other costs. In addition, other costs associated with the Frutarom Integration Initiative are Cash Flows from Operating Activities expected to include advisory and personnel costs for managing and implementing integration projects. Operating cash flows in 2019 were $699.0 million compared to $437.6 million in 2018 and $390.8 million in 2017. The increase in operating cash flows from 2018 to 2019 was principally driven by higher earnings from Total restructuring costs for the program are expected to be approximately $65 million including cash and inclusion of our Frutarom acquisition and lower net working capital (principally related to accounts receivable). non-cash items. During 2019, we incurred $10.4 million in costs related to the closure of 10 sites. We expect to The increase in operating cash flows from 2017 to 2018 was principally driven by lower litigation settlement and close approximately 35 manufacturing sites over the next two years with most of the closures targeted to occur pension payments and higher net income, offset by higher net working capital (principally related to inventories). before the end of fiscal 2020. The costs principally related to severance and fixed asset write-downs, with the remainder comprising costs such as contract termination and relocation. Working capital (current assets less current liabilities) totaled $1.39 billion at year-end 2019 compared to Additionally, during 2019, we recorded $55.2 million in advisory services, retention bonuses and $1.81 billion at December 31, 2018. This decrease in working capital of $423.2 million primarily reflected performance stock awards costs related to the integration of the Frutarom acquisition. decreases in accounts receivable and increases in accounts payable, current portion of long-term debt and other current liabilities, offset by increases in inventories, prepaid expenses and other current assets as compared to the We expect to achieve $145 million of synergy targets and have realized approximately $50 million of cost prior year. synergies in 2019. We entered into certain factoring agreements in the U.S. and The Netherlands under which we can factor up Cash Flows Used in Financing Activities to approximately $100 million in receivables. The new factoring agreements supplement our existing factoring programs that are sponsored by certain customers. Under all of the arrangements, we sell the receivables on a Net cash used in financing activities in 2019 was $505.1 million, compared to cash provided by financing non-recourse basis to unrelated financial institutions and account for the transactions as a sale of receivables. The activities of $4,870.7 million in 2018 and cash used in financing activities of $42.6 million in 2017, respectively. applicable receivables are removed from our Consolidated Balance Sheet when the cash proceeds are received by The decrease in 2019 versus 2018 was principally driven by Frutarom related financing activities in 2018, us. As of December 31, 2019, 2018 and 2017, we had sold receivables pursuant to these factoring programs of partially offset by higher dividend payments in the current year. approximately $205.7 million, $168.3 million and $160.1 million, respectively. Participation in the various programs increased cash provided by operations by approximately $37.7 million, $13.6 million and $15.0 million The increase in 2018 versus 2017 was principally driven by Frutarom related financing activities where we in 2019, 2018 and 2017, respectively. The cost of participating in these programs was approximately issued $3.3 billion of debt, including €1.1 billion aggregate principal amount of the 2018 Euro Senior Notes, $7.1 million, $3.4 million, and $3.0 million in 2019, 2018, and 2017, respectively. $1.5 billion aggregate principal amount of the 2018 USD Senior Notes, $139.5 million aggregate principal amount of the Amortizing Note portion of the TEUs and $350 million aggregate principal amount of the Term Cash Flows Used in Investing Activities Loan, as compared to $493.9 million of 2047 Notes issued in 2017. We also issued $2.3 billion of equity in the third quarter of 2018 to finance the Frutarom acquisition, including $1.6 billion of our common stock and Net investing activities in 2019 utilized $225.9 million compared to $5,013.2 million and $299.9 million in $685.5 million of the stock purchase contract portion (“SPC”) of the TEUs. Additionally, in 2018 we repaid 2018 and 2017, respectively. The decrease in cash paid for investing activities was primarily driven by higher $288.8 million of our Senior notes — 2007, including the loss on extinguishment of debt of $38.8 million. payments for acquisitions in the prior year. In 2019, we acquired certain companies as described in Note 3 for approximately $49.1 million, net of cash acquired. In 2018, we acquired Frutarom for approximately $7 billion At December 31, 2019, we had $4,382.4 million of debt outstanding compared to $4,553.1 million (net of cash acquired) of which $4.9 billion was paid in cash. outstanding at December 31, 2018. 48 49


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    We paid dividends totaling $313.5 million, $230.2 million and $206.1 million in 2019, 2018 and 2017, Commercial Paper respectively. The cash dividend declared per share in 2019, 2018 and 2017 was $2.96, $2.84 and $2.66, We supplement short-term liquidity with access to capital markets, mainly through bank credit facilities. respectively. The Credit Facility is used as a backstop for our commercial paper program. Our capital allocation strategy is primarily focused on debt repayment to maintain our investment grade Commercial paper issued by us generally has terms of 90 days or less. As of December 31, 2019, and 2018, rating. We will also prioritize capital investment in our businesses to support the strategic long term plans. We there was no commercial paper outstanding. The Credit Facility is used as a backstop for our commercial paper are also committed to maintaining our history of paying a dividend to investors determined by our Board of program. We did not draw any commercial paper nor the Credit Facility during 2019. Directors at its discretion based on various factors. Credit Facility and Term Loan In December 2012, the Board of Directors authorized a $250.0 million share repurchase program, which commenced in the first quarter of 2013. In August 2015, the Board of Directors approved an additional On May 21, 2018, June 6, 2018 and July 13, 2018, IFF and certain of its subsidiaries amended and restated $250.0 million share repurchase authorization and extension through December 31, 2017. Based on the total our existing amended and restated credit agreement with Citibank, N.A., as administrative agent (as amended, the remaining amount of $56.1 million available under the amended repurchase program as of October 31, 2017, the “Credit Facility”) in connection with the acquisition of Frutarom, to, among other things (i) extend the maturity Board of Directors re-approved on November 1, 2017 a $250.0 million share repurchase authorization and date of the Credit Facility until June 6, 2023, (ii) increase the maximum ratio of net debt to EBITDA on and after extension for a total value of $300.0 million available under the program, which expires on November 1, 2022. the closing date of the acquisition and (iii) increase the drawn down capacity to $1 billion, consisting of a Based on the total remaining amount of $279.7 million available under the repurchase program, approximately $585 million tranche A revolving credit facility (which provides for borrowings available in U.S. dollars, euros, 2.2 million shares, or 2.0% of shares outstanding (based on the market price and shares outstanding as of Swiss francs, Japanese yen and/or British pounds sterling, with a sublimit of $25 million for swing line December 31, 2019) could be repurchased under the program as of December 31, 2019. As of May 7, 2018, we borrowings) (“Tranche A”) and a $415 million tranche B revolving credit facility (which provides for borrowings have suspended our share repurchases. available in U.S. dollars, euros, Swiss francs, Japanese yen and/or British pounds sterling, with sublimits of €50 million and $25 million for swing line borrowings) (“Tranche B” and, together with Tranche A, the “Revolving Facility”). The interest rate on the Revolving Facility will be, at the applicable borrower’s option, a Capital Resources per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 0.75% to Operating cash flow provides the primary source of funds for capital investment needs, dividends paid to 1.75% or (y) a base rate plus an applicable margin varying from 0.00% to 0.750%, in each case depending on the shareholders and debt service repayments. We anticipate that cash flows from operations and availability under public debt ratings for non-credit enhanced long-term senior unsecured debt issued by us. Other terms and our existing credit facilities will be sufficient to meet our investing and financing needs. We regularly assess our covenants under the Credit Facility remain substantially unchanged. The Credit Facility is available for general capital structure, including both current and long-term debt instruments, as compared to our cash generation and corporate purposes of each borrower and its subsidiaries. The obligations under the Credit Facility are unsecured investment needs in order to provide ample flexibility and to optimize our leverage ratios. We believe our and we have guaranteed the obligations of each other borrower under the Credit Facility. We pay a commitment existing cash balances are sufficient to meet our debt service requirements. fee on the aggregate unused commitments; such fee is not material. Pending Transaction with Nutrition & Biosciences, Inc. On June 6, 2018 and amended on July 13, 2018, we entered into a term loan credit agreement to replace a portion of the bridge loan facility, reducing the amount of the bridge loan commitments by $350 million. Under In conjunction with the DuPont N&B Transaction, IFF and N&B have engaged Morgan Stanley Senior the term loan credit agreement, the lenders thereunder committed to provide, subject to certain conditions, a Funding, Inc. and Credit Suisse Loan Funding LLC as joint lead arrangers and bookrunners to structure, arrange senior unsecured term loan facility (as amended, “Term Loan”) in an original aggregate principal amount of up to and syndicate the financings that will be required to close the transaction. Specifically, N&B will be the initial $350.0 million, maturing three years after the funding date thereunder. The proceeds from the term loan were borrower under a $1.25 billion 3-year/5-year senior unsecured term loan facility and, to the extent necessary, a received on October 3, 2018. $6.25 billion tranche of the 364-Day senior unsecured bridge facility, which will be used to finance the Special Cash Payment to DuPont in connection with the separation and to pay related fees and expenses. N&B may The Term Loan bears interest, at our option, at a per annum rate equal to either (x) an adjusted LIBOR rate access the bond markets in advance of closing the merger to pre-fund the transaction and replace all or a portion plus an applicable margin varying from 0.75% to 2.00% or (y) a base rate plus an applicable margin varying of the Bridge Facility. Following the consummation of the DuPont N&B Transaction, all obligations of N&B from 0.00% to 1.00%, in each case depending on the public debt ratings for non-credit enhanced long-term senior will be guaranteed by IFF, or at the election of N&B and IFF, assumed by IFF. unsecured debt issued by us. Loans under the Term Loan will amortize quarterly at a per annum rate of 10.0% of the aggregate principal amount of the loans made under the Term Loan on the funding date, commencing Upon completion of our combination with N&B, DuPont shareholders will own approximately 55.4% of the December 31, 2018, with the balance payable on October 3, 2021. We may voluntarily prepay the term loans shares of IFF, and existing IFF shareholders will own approximately 44.6% of the shares of IFF. A proxy without premium or penalty. statement is expected to be filed with the SEC pursuant to which IFF shareholders will be asked to approve the share issuance required to effect the N&B Transaction. During the year ended December 31, 2019, we made payments of $110 million on the Term Loan. On January 17, 2020, IFF and certain of our subsidiaries entered into an amendment to our Credit Facility The Credit Facility and Term Loan contain various covenants, limitations and events of default customary and Term Loan to facilitate the N&B transaction and the related guarantee or assumption by IFF of indebtedness for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each to be incurred by N&B, in connection with the pending transaction with N&B by, among other things, providing fiscal quarter, a ratio of net debt for borrowed money to adjusted EBITDA in respect of the previous 12-month that after the closing date of the transaction, our maximum permitted ratio of Net Debt to Consolidated EBITDA period, including the pro forma effect of the acquisition of Frutarom, of not more than 4.5 to 1.0, which shall be shall be 4.50 to 1.0, stepping down to 3.50 to 1.0 over time (with a step-up if we consummate certain qualified reduced to 4.25 to 1.0 as of the end of September 30, 2019, 4.0 to 1.0 as of the end of March 31, 2020 and to 3.5 acquisitions) for each of the Credit Facility and Term Loan. to 1.0 as of the end of March 31, 2021. 50 51


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    As of December 31, 2019, we had no outstanding borrowings under our $1 billion Credit Facility and 2020 to September 2048. Of these notes, $300 million in aggregate principal amount of our 3.40% senior notes $240 million outstanding for the Term Loan. The amount that we are able to draw down under the Credit Facility will mature in September 2020. See Note 9 to the Consolidated Financial Statements for further information on is limited by financial covenants as described in more detail below. As of December 31, 2019, our draw down our senior notes. capacity was $1 billion under the Credit Facility. Tangible Equity Units — Senior Unsecured Amortizing Notes At December 31, 2019 and 2018 we were in compliance with all financial and other covenants, including On September 17, 2018, in connection with the issuance of the TEUs, we issued $139.5 million aggregate the net debt to adjusted EBITDA ratio. At December 31, 2019 our Net Debt/adjusted EBITDA(1) ratio was 3.22 to principal amount of Amortizing Notes. There are no covenants or provisions in the indenture related to the TEUs 1 as defined by the credit facility agreements, well below the financial covenants of existing outstanding debt. that would afford the holders of the amortizing notes protection in the event of a highly leveraged transaction, Failure to comply with the financial and other covenants under our debt agreements would constitute default and reorganization, restructuring, merger or similar transaction involving us that may adversely affect such holders. If would allow the lenders to accelerate the maturity of all indebtedness under the related agreement. If such a fundamental change occurs, or if we elect to settle the SPCs early, then the holders of the Amortizing Notes acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would will have the right to require us to repurchase the Amortizing Notes at a repurchase price equal to the principal likely have to seek amendments under the agreements for relief from the financial covenants or repay the debt amount of the Amortizing Notes as of the repurchase date plus accrued and unpaid interest. The indenture also with proceeds from the issuance of new debt or equity, and/or asset sales, if necessary. We may be unable to contains customary events of default which would permit the holders of the Amortizing Notes to declare the amend the agreements or raise sufficient capital to repay such obligations in the event the maturities are notes to be immediately due and payable if not cured within applicable grace periods, including the failure to accelerated. make timely installment payments on the notes or other material indebtedness, failure to give notice of a fundamental change and specified events of bankruptcy and insolvency. See Note 8 for further information on the (1) Adjusted EBITDA and Net Debt, which are non-GAAP measures used for these covenants, are calculated in TEUs. 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 Other Contingencies comparable to adjusted EBITDA and Net Debt used by other companies. Reconciliations of adjusted EBITDA to net income and net debt to total debt are as follows: Pending Transaction with Nutrition & Biosciences, Inc. The Merger Agreement governing the DuPont N&B Transaction, subjects IFF to various contingent Year Ended (DOLLARS IN MILLIONS) December 31, 2019 payments to the extent that the transaction is not consummated. Specifically, the Merger Agreement provides DuPont the right to receive a termination fee of $521.5 million, in certain circumstances, including if the Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 455.9 agreement is terminated due to the IFF Board changing its recommendation and to reimburse DuPont’s Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138.2 transaction-related expenses in an amount up to $75 million if the Merger Agreement is terminated because IFF’s Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97.2 shareholders do not approve the issuance of IFF Common Stock in connection with the transaction. Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323.3 Specified items(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122.1 Brazil Tax Credits Non-cash items(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.9 In 2017 the Brazilian Supreme Court (“BSC”) ruled that Brazilian tax authorities should not include a value Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,173.6 added tax known as “ICMS” in the calculation of certain indirect taxes (“PIS/COFINS”). By removing the ICMS from the calculation of the indirect tax base, the Court effectively eliminated a “tax on tax”. The Brazilian tax (1) Specified items for the 12 months ended December 31, 2019 of $122.1 million consist of acquisition related authorities filed an appeal seeking clarification of certain matters, including the amount of ICMS to which costs, operational improvement initiatives, integration related costs, restructuring and other charges, net, taxpayers would be entitled in order to reduce their indirect tax base (i.e. the gross rate or the net rate.) FDA mandated product recall, Frutarom acquisition related costs, compliance review and legal defense costs and N&B transaction related costs. In light of the BSC’s decision, in November 2017, we filed suit consistent with the BSC decision to require (2) Non-cash items represent all other adjustments to reconcile net income to net cash provided by operations that ICMS be excluded from the PIS/COFINS calculation and received a favorable preliminary decision that was as presented on the Statement of Cash Flows, including stock-based compensation and gain on sale of confirmed by the BSC in September 2018. This preliminary ruling granted us the right to prospectively exclude assets. ICMS amounts from the PIS/COFINS calculation, but left open the issue of whether the Company could recover the gross or net amount of ICMS amounts paid on PIS/COFINS for the period from November 2011 to December 31, (DOLLARS IN MILLIONS) 2019 December 2018. Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,382.4 In early January 2020, we were informed that a favorable decision was reached, confirming that we were Adjustments: entitled to recover the ICMS overpayments on PIS/COFINS for the period from November 2011 to December Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (606.8) 2018, plus interest on that amount. The ruling did not, however, settle the question of whether the Company is Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,775.6 eligible to recover based on the gross or the net amount of ICMS amounts paid on PIS/COFINS. A final ruling on the gross versus net amount issued is expected to be rendered in mid-2020. Senior Notes Based on currently available information, the Company recognized $8.0 million as a recovery in the fourth As of December 31, 2019, we had $4.09 billion aggregate principal amount outstanding in senior unsecured quarter of 2019 as a component of Selling and administrative expenses. Additional amounts may be recorded in notes, with $1.79 billion principal amount denominated in EUR and $2.30 billion principal amount denominated 2020 upon completion of the final claim and subject to the satisfactory outcome of the final ruling on the use of in USD. The notes bear interest ranging from 0.50% per year to 5.00% per year, with maturities from September the gross method of calculation. 52 53


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    Other Commitments Critical Accounting Policies and Use of Estimates Compliance with existing governmental requirements regulating the discharge of materials into the Our significant accounting policies are more fully described in Note 1 to the Consolidated Financial environment has not materially affected our operations, earnings or competitive position. In 2019 and 2018, we Statements. As disclosed in Note 1, the preparation of financial statements in conformity with U.S. generally spent $4.5 million and $6.2 million on capital projects and $26.0 million and $21.7 million, respectively, in accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect operating expenses and governmental charges for the purpose of complying with such regulations. Expenditures reported amounts and accompanying disclosures. These estimates are based on management’s best judgment of for these purposes will continue for the foreseeable future. In addition, we are party to a number of proceedings current events and actions that we may undertake in the future. Actual results may ultimately differ from these brought under the Comprehensive Environmental Response, Compensation and Liability Act or similar state estimates. statutes. It is expected that the impact of any judgments in or voluntary settlements of such proceedings will not be material to our financial condition, results of operations or liquidity. Those areas requiring the greatest degree of management judgment or deemed most critical to our financial reporting involve: Contractual Obligations At December 31, 2019, we had contractual payment obligations due within the time periods as specified in Business Combinations. From time to time we enter into strategic acquisitions in an effort to better service the following table: existing customers and to attain new customers. When we acquire a controlling financial interest in an entity or group of assets that are determined to meet the definition of a business, we apply the acquisition method Payments Due by Period described in ASC Topic 805, Business Combinations. In accordance with GAAP, the results of the acquisitions Total Less than 1-3 Years 3-5 Years More than we have completed are reflected in our financial statements from the date of acquisition forward. 1 Year 5 Years 2025 and (DOLLARS IN MILLIONS) 2020 2021 - 2022 2023 - 2024 thereafter We allocate the purchase consideration paid to acquire the business to the assets acquired and liabilities Borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,417 $382 $ 578 $ 860 $2,597 assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the Interest on borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 2,131 131 231 215 1,554 estimated fair value of the net assets acquired recorded as goodwill. If during the measurement period (a period Leases(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374 51 84 61 178 not to exceed twelve months from the acquisition date) we receive additional information that existed as of the Pension funding obligations(3) . . . . . . . . . . . . . . . . . . . . . . 76 25 51 — — acquisition date but at the time of the original allocation described above was unknown to us, we make the Postretirement obligations(4) . . . . . . . . . . . . . . . . . . . . . . . 64 4 8 8 44 appropriate adjustments to the purchase price allocation in the reporting period in which the amounts are Purchase commitments(5) . . . . . . . . . . . . . . . . . . . . . . . . . . 129 90 39 — — determined. U.S. tax reform toll-charge(6) . . . . . . . . . . . . . . . . . . . . . . . 48 5 9 20 14 Significant judgment is required to estimate the intangibles and fair value of fixed assets and in assigning Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,239 $688 $1,000 $1,164 $4,387 their respective useful lives. Accordingly, we typically engage third-party valuation specialists, who work under the direction of management, to assist in valuing significant tangible and intangible assets acquired. (1) The rate assumed for the variable interest component of the contractual interest obligation was the rate in effect at December 31, 2019. See Note 9 to the Consolidated Financial Statements for a further discussion of The fair value estimates are based on available historical information, future expectations and assumptions our various borrowing facilities. deemed reasonable by management, but are inherently uncertain. (2) Leases include facility and other lease commitments executed in the normal course of the business included in Note 7 of the Notes to the Consolidated Financial Statements. We typically use an income method to estimate the fair value of intangible assets, which is based on (3) See Note 16 of the Notes to the Consolidated Financial Statements for a further discussion of our retirement forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and plans. Anticipated funding obligations are based on current actuarial assumptions. The projected assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the contributions beyond fiscal year 2022 are not currently determinable. amount and timing of future cash flows (including expected growth rates, discount rate and profitability), royalty (4) Amounts represent expected future benefit payments for our postretirement benefit plans. rates used in the relief of royalty method, customer attrition rates, product obsolescence factors, a brand’s relative (5) Purchase commitments include agreements for raw material procurement and contractual capital market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events expenditures. Amounts for purchase commitments represent only those items which are based on and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. agreements that are enforceable and legally binding. (6) This amount represents the cash portion of the “toll charge” that is payable in installments over eight years Determining the useful life of an intangible asset also requires significant judgment. All of our acquired beginning in 2018. This amount represents the six remaining installments. intangible assets (e.g., trademarks, product formulas, non-compete agreements and customer relationships) are expected to have finite useful lives. Our estimates of the useful lives of finite-lived intangible assets are based on The table above does not include $68.3 million of the total unrecognized tax benefits for uncertain tax a number of factors including competitive environment, market share, brand history, operating plans and the positions and approximately $14 million of associated accrued interest, and $46.1 million associated with the macroeconomic environment of the regions in which the brands are sold. deferred tax liability on deemed repatriation. Due to the high degree of uncertainty regarding the timing of potential cash flows, we are unable to make a reasonable estimate of the amount and period in which the The costs of finite-lived intangible assets are amortized through expense over their estimated lives. The remaining liabilities might be paid. value of residual goodwill is not amortized, but is tested at least annually for impairment as described in the following note. For acquired intangible assets, the remaining useful life of the trade names and trademarks, product formulas, and customer relationships was estimated at the point at which substantially all of the present value of cumulative cash flows have been earned. 54 55


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    The periodic assessment of potential impairment of goodwill. We currently have goodwill of $5.5 billion, of For the reporting units with less than 10% excess fair value, the Savory reporting unit had excess fair value which $4.3 billion relates to our acquisition of Frutarom. We test goodwill for impairment at the reporting unit over carrying value of 8.3% and the Taste reporting unit had excess fair value over carrying value of 7.5%. While level as of November 30 every year or more frequently if events or changes in circumstances indicate the asset management believes that the assumptions used in the impairment test were reasonable, changes in key might be impaired. A reporting unit is an operating segment or one level below an operating segment (referred to assumptions, including, lower revenue growth, lower operating margin, lower terminal growth rates or increasing as a component) to which goodwill is assigned when initially recorded. discount rates could result in a future impairment. We identify our reporting units by assessing whether the components of our operating segments constitute If current long-term projections for these reporting units are not realized or materially decrease, we may be businesses for which discrete financial information is available and management of each operating segment required to write-off all or a portion of the goodwill. Such charge could have a material effect on the regularly reviews the operating results of those components. We have identified nine reporting units under the Consolidated Statements of Operations and Balance Sheets. Taste, Scent and Frutarom Segments: (1) Flavor Compounds, (2) Fragrance Compounds, (3) Fragrance Ingredients, (4) Cosmetic Actives Ingredients, (collectively, the “IFF Legacy Reporting Units”), (5) Taste, Using the income approach and holding other assumptions constant, the following table provides the impact (6) Savory, (7) Natural Product Solutions, (8) Frutarom Fragrance and Fine Ingredients and (9) Inclusions, on the headroom by hypothetically changing key assumptions on a standalone basis for the Company’s Savory (collectively, the “Frutarom Reporting Units”). and Taste reporting units as of November 30, 2019: Key Assumptions Resulting Headroom When testing goodwill for impairment, we have the option of first performing a qualitative assessment to Discount Terminal Existing 50 bps Increase in 50 bps Decline in determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. (DOLLARS IN MILLIONS) Goodwill Rate Growth Headroom Discount Rate Terminal Growth If we elect to bypass the qualitative assessment for any reporting units, or if a qualitative assessment indicates it Savory . . . . . . . . . . . . . . . . . . . . . . . $1,205 7.5% 3.0% 8.3% (3.4)% (0.3)% is more likely than not that the estimated carrying value of a reporting unit exceeds its fair value, we perform a Taste . . . . . . . . . . . . . . . . . . . . . . . . 1,662 7.5% 3.0% 7.5% (3.6)% (0.9)% quantitative goodwill impairment test. The periodic assessment of potential impairment of long-lived assets. We review long-lived assets for Under the quantitative goodwill impairment test, if a reporting unit’s carrying amount exceeds its fair value, impairment when events or changes in business conditions indicate that their full carrying value may not be we will record an impairment charge based on that difference and the impairment charge will be limited to the recovered. An estimate of undiscounted future cash flows produced by an asset or group of assets is compared to amount of goodwill allocated to that reporting unit. the carrying value to determine whether impairment exists. If assets are determined to be impaired, the loss is measured based on an estimate of fair value using various valuation techniques, including a discounted estimate These factors may affect individual reporting units disproportionately, relative to the Company as a whole. of future cash flows. As a result, the performance of one or more of the reporting units could decline, resulting in an impairment of goodwill or intangible assets. The analysis and evaluation of income taxes. We account for taxes under the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial For the annual impairment test performed as of November 30, 2019, we did not utilize the optional statement and tax return bases of assets and liabilities. A valuation allowance is recognized if, based on the qualitative test and performed an annual goodwill impairment test for all nine of our reporting units by weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not performing the quantitative test. be realized. The assessment of the need for a valuation allowance requires management to make estimates and assumptions about future earnings, reversal of existing temporary differences and available tax planning Determining the fair value of our reporting units for goodwill requires significant estimates and judgments strategies. If actual experience differs from these estimates and assumptions, the recorded deferred tax asset may by management. We assessed the fair value of the reporting units using an income approach. Under the income not be fully realized resulting in an increase to income tax expense in our results of operations. approach, we determine the fair value by using a discounted cash flow method at a rate of return that reflects the relative risk of the cash flows, projecting future cash flows of each reporting unit, as well as a terminal value. We We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is use the most current actual and forecasted operating data available and key estimates and assumptions used in required in evaluating our uncertain tax positions and determining our provision for income taxes. We first these valuations include revenue growth rates and profit margins based on our internal forecasts, our relevant determine whether it is “more likely than not” that we would sustain our tax position if the relevant tax authority weighted-average cost of capital used to discount future cash flows, market assumptions and our historical were to audit the position with full knowledge of all the relevant facts and other information. For those tax operating trends. positions that meet this threshold, we measure the amount of tax benefit based on the largest amount of tax benefit that we have a greater than 50% chance of realizing in a final settlement with the relevant authority. In order to further validate the reasonableness of the estimated fair values of the reporting units as of the Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was they meet the more likely than not standard. This evaluation is made at the time that we adopt a tax position and performed using a reasonable control premium. whenever there is new information and is based upon management’s evaluation of the facts, circumstances and information available at the reporting date. We maintain a cumulative risk portfolio relating to all of our There was no impairment of goodwill at any one of our nine reporting units in 2019. Based on the annual uncertainties in income taxes in order to perform this analysis, but the evaluation of our tax positions requires impairment test performed at November 30, 2019, we determined that IFF Legacy Reporting Units fair values significant judgment and estimation in part because, in certain cases, tax law is subject to varied interpretation, exceeded their respective carrying values by over 200%, with the exception of one reporting unit that had 80% and whether a tax position will ultimately be sustained may be uncertain. We do not currently believe that any of excess fair value over carrying value. In the analysis performed for the Frutarom Reporting Units, there was less our pending tax assessments, even if ultimately resolved against us, would have a material impact on our results than 10% excess fair value over carrying value for two reporting units. The fair values of the remaining Frutarom of operations and cash flows. Reporting Units exceeded their respective carrying values by a range of approximately 10% to 55%. 56 57


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    Determination of the various assumptions employed in the valuation of pension and retiree health care materials, providing the greatest degree of flexibility in manufacture and use. As of December 31, 2019, we expense and associated obligations. Amounts recognized in the Consolidated Financial Statements related to maintained 50% of our inventory as raw materials. Materials are evaluated based on shelf life, known uses and pension and other postretirement benefits are determined from actuarial valuations. Inherent in such valuations anticipated demand based on forecasted customer order activity and changes in product/sales mix. Management are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled, policy provides for an ongoing assessment of inventory with adjustments recorded when an item is deemed to be rates of increase in future compensation levels, mortality rates and health care cost trend rates. These slow moving or obsolete. assumptions are updated annually and are disclosed in Note 16 to the Consolidated Financial Statements. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over Accounting for Redeemable Noncontrolling Interest. The non-controlling interests that are reflected as future periods and, therefore, affect expense recognized and obligations recorded in future periods. redeemable non-controlling interests in our consolidated financial statements consist of those owners, including us, who have certain redemption rights, whether currently exercisable or not, and which currently, or in the We consider a number of factors in determining and selecting assumptions for the overall expected long- future, require that we purchase or the owner sell the non-controlling interest held by the owner, if certain term rate of return on plan assets. We consider the historical long-term return experience of our assets, the conditions are met and the owners request the purchase. We also have a call right which could be exercised when current and expected allocation of our plan assets, and expected long-term rates of return. We derive these such conditions are met. We assumed these interests through some of our subsidiaries. Such noncontrolling expected long-term rates of return with the assistance of our investment advisors. We base our expected interests are reported in the Consolidated Balance Sheet between liabilities and equity, as redeemable allocation of plan assets on a diversified portfolio consisting of domestic and international equity securities, fixed noncontrolling interest. We adjust the redeemable noncontrolling interests when the redemption value exceeds income, real estate, and alternative asset classes. the carrying value with changes recognized as an adjustment to additional paid-in capital. Accounting for redeemable non-controlling interest involve judgment and complexity, specifically on the classification of the We consider a variety of factors in determining and selecting our assumptions for the discount rate at non-controlling interest in our consolidated balance sheet. Further, there is significant judgment involved in December 31. For the U.S. plans, the discount rate was based on the internal rate of return for a portfolio of high determining whether an equity instrument is currently redeemable or not currently redeemable but probable that quality bonds rated Aa or higher by either Moody’s or Standard & Poor’s with maturities that are consistent with the equity instrument will become redeemable. Estimating the redemption value of the redeemable the projected future benefit payment obligations of the plan. For the Non-U.S. Plans, the discount rates were non-controlling interests requires the use of significant assumptions and estimates. Changes in these assumptions determined by region and are based on high quality long-term corporate bonds. Consideration has been given to and estimates can have a significant impact on the calculation of the redemption value. the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate. The rate of compensation increase for all plans and the medical cost trend rate for the applicable U.S. plans are Overall, we believe that we have considered relevant circumstances that we may be currently subject to, and based on plan experience. the financial statements accurately reflect our best estimate of the impact of these items in our results of operations, financial condition and cash flows for the years presented. We have discussed the decision process With respect to the U.S. plans, the expected rate of return on plan assets was determined based on an asset and selection of these critical accounting policies with the Audit Committee of the Board of Directors. allocation model using the current target allocation, real rates of return by asset class and an anticipated inflation rate. The target asset allocation consists of approximately: 20% in equity securities and 80% in fixed income New Accounting Standards securities. The plan has achieved a compounded annual rate of return of 5.0% over the previous 20 years. At Please refer to Note 1 to the Consolidated Financial Statements for a discussion of recent accounting December 31, 2019, the actual asset allocation for the U.S. plan was: 1% cash and cash equivalents, 13% in pronouncements. equity securities and 86% in fixed income securities. Non-GAAP Financial Measures The expected rate of return for the non-U.S. plans employs a similar set of criteria adapted for local investments, inflation rates and in certain cases specific government requirements. The target asset allocation, for We use non-GAAP financial measures in this Form 10-K, including: (i) currency neutral metrics, the non-U.S. plans, consists of approximately: 35% in fixed income securities; 35% in alternative investments; (ii) adjusted gross margin, (iii) adjusted operating profit and adjusted operating margin, (iv) adjusted selling and 15% in equity securities; and 15% in real estate. At December 31, 2019, the actual asset allocation for the administrative expenses, and (v) adjusted effective tax rate. We also provide the non-GAAP measures adjusted non-U.S. plan was: 37% in fixed income investments; 14% in equity investments; 8% in real estate investments, EBITDA and net debt solely for the purpose of providing information on the extent to which we are in 1% in cash and cash equivalents and 40% in alternative investments. compliance with debt covenants contained in its debt agreements. Our non-GAAP financial measures are defined below. Changes in pension and associated expenses may occur in the future due to changes in these assumptions. The impact that a 0.25% decrease in the discount rate or long-term rate of return would have on our pension These non-GAAP financial measures are intended to provide additional information regarding our expense is as follows: 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 Sensitivity of Disclosures to Changes in Selected Assumptions with GAAP. In discussing our historical and expected future results and financial condition, we believe it is 25 BP Decrease in meaningful for investors to be made aware of and to be assisted in a better understanding of, on a 25 BP Decrease in 25 BP Decrease in Long-Term Rate Discount Rate Discount Rate of Return period-to-period comparable basis, financial amounts both including and excluding these identified items, as well Change in Change in Change in Change in as the impact of exchange rate fluctuations. These non-GAAP measures should not be considered in isolation or (DOLLARS IN THOUSANDS) PBO ABO pension expense pension expense as substitutes for analysis of our results under GAAP and may not be comparable to other companies’ calculation U.S. Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,613 $14,534 $ (102) $1,248 of such metrics. Non-U.S. Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . 55,415 55,374 2,687 1,935 Currency neutral metrics eliminate the effects that result from translating international currency to U.S. The ongoing assessment of the valuation of inventory, given the large number of natural ingredients dollars. We calculate currency neutral numbers by comparing current year results to the prior year results restated employed, the quality of which may be diminished over time. We hold a majority of our inventory as raw at exchange rates in effect for the current year based on the currency of the underlying transaction. 58 59


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    Reconciliation of Operating Profit Adjusted gross margin excludes operational improvement initiatives, integration related costs, FDA Year Ended mandated product recall and Frutarom acquisition related costs. December 31, (DOLLARS IN THOUSANDS) 2019 2018 Adjusted operating profit and adjusted operating margin excludes operational improvement initiatives, Reported (GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $665,270 $583,882 acquisition related costs, integration related costs, restructuring and other charges, net, losses (gains) on sale of Operational Improvement Initiatives (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,267 2,169 assets, FDA mandated product recall, Frutarom acquisition related costs, compliance review & legal defense Acquisition Related Costs (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,289) costs and N&B transaction related costs. Integration Related Costs (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,160 7,188 Restructuring and Other Charges, net (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,765 4,086 Adjusted selling and administrative expenses excludes acquisition related costs, integration related costs, Losses (Gains) on Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,367 (1,177) Frutarom acquisition related costs, compliance review & legal defense costs and N&B transaction related costs. FDA Mandated Product Recall (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 (7,125) Frutarom Acquisition Related Costs (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,940 89,632 Adjusted effective tax rate excludes operational improvement initiatives, acquisition related costs, Compliance Review & Legal Defense Costs (h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,314 — integration related costs, restructuring and other charges, net, losses (gains) on sale of assets, FDA mandated N&B Transaction Related Costs (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,747 — product recall, U.S. tax reform, Frutarom acquisition related costs, compliance review & legal defense costs, N&B merger related costs and redemption value adjustment to EPS. Adjusted (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $793,080 $677,366 Net Debt to Combined Adjusted EBITDA is the leverage ratio used in our credit agreement and defined as Reconciliation of Net Income and EPS Net Debt (which is long-term debt less cash and cash equivalents) divided by Combined Adjusted EBITDA. Year Ended December 31, 2019 2018 However, as Adjusted EBITDA for these purposes was calculated in accordance with the provisions of the credit Net Income Net Income agreement, it may differ from the calculation used for other purposes. Income Attributable Diluted Income Attributable before Taxes on to IFF EPS before Taxes on to IFF Diluted (DOLLARS IN THOUSANDS) taxes income (k) (l) (m) taxes income (k) (l) EPS (m) A. Reconciliation of Non-GAAP Metrics Reported (GAAP) . . . . . . . . . . . $557,452 $ 97,184 $455,873 $ 4.00 $447,757 $107,976 $337,302 $ 3.79 Reconciliation of Gross Profit Operational Improvement Year Ended Initiatives (a) . . . . . . . . . . . . . 2,267 610 1,657 0.01 2,169 694 1,475 0.02 December 31, (DOLLARS IN THOUSANDS) 2019 2018 Acquisition Related Reported (GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,112,748 $1,682,707 Costs (b) . . . . . . . . . . . . . . . . (3,371) — (3,371) (0.03) (1,289) (311) (978) (0.01) Operational Improvement Initiatives (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,267 1,650 Integration Related Costs (c) . . 55,160 12,461 42,699 0.38 7,188 1,397 5,791 0.07 Integration Related Costs (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 730 102 Restructuring and Other FDA Mandated Product Recall (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 (7,125) Charges, net (d) . . . . . . . . . . . 29,765 6,797 22,968 0.20 4,086 1,020 3,066 0.03 Frutarom Acquisition Related Costs (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,247 23,550 Losses (Gains) on Sale of Assets . . . . . . . . . . . . . . . . . . 2,367 572 1,795 0.02 (1,177) (352) (825) (0.01) Adjusted (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,120,242 $1,700,884 FDA Mandated Product Recall (e) . . . . . . . . . . . . . . . . 250 57 193 — (7,125) (1,601) (5,524) (0.06) Reconciliation of Selling and Administrative Expenses U.S. Tax Reform (f) . . . . . . . . . — — — — — (25,345) 25,345 0.29 Year Ended Frutarom Acquisition Related December 31, (DOLLARS IN THOUSANDS) 2019 2018 Costs (g) . . . . . . . . . . . . . . . . 5,940 794 5,146 0.05 155,569 28,490 127,079 1.44 Compliance Review & Legal Reported (GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $876,121 $707,461 Defense Costs (h) . . . . . . . . . 11,314 2,522 8,792 0.08 — — — — Acquisition Related Costs (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,289 N&B Transaction Related Integration Related Costs (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,481) (6,060) Costs (i) . . . . . . . . . . . . . . . . . 20,747 2,354 18,393 0.16 — — — — Frutarom Acquisition Related Costs (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,693) (66,082) Redemption value adjustment to Compliance Review & Legal Defense Costs (h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,314) — EPS (j) . . . . . . . . . . . . . . . . . . — — — 0.02 — — — 0.03 N&B Transaction Related Costs (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,747) — Adjusted (Non-GAAP) . . . . . . . $681,891 $123,351 $554,145 $ 4.88 $607,178 $111,968 $492,731 $ 5.58 Adjusted (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $788,886 $636,608 (a) For 2019, represents accelerated depreciation related to plant relocations in India and China. For 2018, represents accelerated depreciation in India and Taiwan asset write off. (b) For 2019, represents adjustments to the fair value for an equity method investment in Canada which we began consolidating in the second quarter. For 2018, represents adjustments to the contingent consideration payable for PowderPure, and transaction costs related to Fragrance Resources and PowderPure within Selling and administrative expenses. 60 61


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    (c) Represents costs related to the integration of the Frutarom acquisition, principally advisory services. Cautionary Statement Under the Private Securities Litigation Reform Act of 1995 (d) For 2019, represents costs primarily related to the Frutarom Integration Initiative and the 2019 Severance Statements in this Form 10-K, which are not historical facts or information, are “forward-looking Program, including severance related to outsourcing the IT function. For 2018, represents severance costs statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking related to the 2017 Productivity Program and costs associated with the termination of agent relationships in statements are based on management’s current assumptions, estimates and expectations and include statements a subsidiary. concerning (i) our ability to achieve the anticipated benefits of the Frutarom acquisition, including $145 million (e) For 2019, represents additional claims that management will pay to co-packers. For 2018, principally of expected synergies; (ii) our ability to achieve our Vision 2021 strategy of accelerated revenue and profitability represents recoveries from the supplier for the third and fourth quarter, partially offset by final payments to growth, (iii) the growth potential of the markets in which we operate, including the emerging markets, the customer made for the effected product in the first quarter. (iv) expected capital expenditures in 2020, (v) expectations regarding our 2017 Productivity Program; (f) Represents charges incurred related to enactment of certain U.S tax legislation changes in December 2017. (vi) expectations regarding the Frutarom Integration Initiative, (vii) the expected costs and benefits of our (g) Represents transaction-related costs and expenses related to the acquisition of Frutarom. For 2019, amount ongoing optimization of our manufacturing operations, including the expected number of closings, (viii) our primarily includes amortization for inventory “step-up” costs and transaction costs. For 2018, amount pending combination with Dupont’s Nutrition and Biosciences business, including the expected closing date of primarily includes $23.5 million of amortization for inventory “step-up” costs, $39.4 million of bridge loan the transaction, and (ix) our ability to innovate and execute on specific consumer trends and demands. These commitment fees included in Interest expense; $34.9 million make whole payment on the Senior Notes — forward-looking statements should be evaluated with consideration given to the many risks and uncertainties 2007 and $3.9 million realized loss on a fair value hedge included in Loss on extinguishment of debt; inherent in our business that could cause actual results and events to differ materially from those in the forward- $12.5 million realized gain on a foreign currency derivative included in Other income; and $66.0 million of looking statements. Certain of such forward-looking information may be identified by such terms as “expect”, transaction costs included in Selling and administrative expenses. “anticipate”, “believe”, “intend”, “outlook”, “may”, “estimate”, “should”, “predict” and similar terms or (h) Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other variations thereof. Such forward-looking statements are based on a series of expectations, assumptions, estimates countries. In addition, includes legal costs for related shareholder lawsuits. and projections about the Company, are not guarantees of future results or performance, and involve significant (i) Represents costs and expenses related to the pending transaction with Nutrition & Biosciences Inc. risks, uncertainties and other factors, including assumptions and projections, for all forward periods. Our actual (j) Represents the adjustment to EPS related to the excess of the redemption value of certain redeemable results may differ materially from any future results expressed or implied by such forward-looking statements. noncontrolling interests over their existing carrying value. Such risks, uncertainties and other factors include, among others, the following: (k) The income tax expense (benefit) on non-GAAP adjustments is computed in accordance with ASC 740 using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP ‰ risks related to the integration of the Frutarom business, including whether we will realize the benefits adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such anticipated from the acquisition in the expected time frame; charges were incurred, except for those items which are non-taxable for which the tax expense (benefit) was ‰ unanticipated costs, liabilities, charges or expenses resulting from the Frutarom acquisition; calculated at 0%. For fiscal year 2019, these non-GAAP adjustments were not subject to foreign tax credits or valuation allowances, but to the extent that such factors are applicable to any future non-GAAP ‰ our ability to realize expected cost savings and increased efficiencies of the Frutarom integration and our adjustments we will take such factors into consideration in calculating the tax expense (benefit). ongoing optimization of our manufacturing facilities; (l) For 2019 and 2018, net income is reduced by income attributable to noncontrolling interest of $4.4M and ‰ the increase in our leverage resulting from the additional debt incurred to pay a portion of the $2.5M, respectively. consideration for Frutarom and its impact on our liquidity and ability to return capital to our shareholders; (m) The sum of these items does not foot due to rounding. ‰ our ability to successfully establish and manage acquisitions, collaborations, joint ventures or partnership; B. Foreign Currency Reconciliation ‰ our ability to successfully market to our expanded and diverse Taste customer base; Operating Profit ‰ our ability to effectively compete in our market and develop and introduce new products that meet Year Ended customers’ needs; December 31, 2019 2018 ‰ our ability to retain key employees; % Change — Reported (GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14% 6% ‰ changes in demand from large multi-national customers due to increased competition and our ability to Items impacting comparability(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3% 4% maintain “core list” status with customers; % Change — Adjusted (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17% 10% Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2% (3)% ‰ our ability to successfully develop innovative and cost-effective products that allow customers to achieve % Change Year-over-Year — Currency Neutral Adjusted (Non-GAAP)(2)** . . . . . . . . . . . . . . 20% 7% their own profitability expectations; ‰ disruption in the development, manufacture, distribution or sale of our products from natural disasters, (1) Includes items impacting comparability of $127.8 million for the year ended December 31, 2019 and public health crises (such as the recent Coronavirus outbreak), international conflicts, terrorist acts, labor includes $93.5 million of items impacting comparability for the year ended December 31, 2018. strikes, political crisis, accidents and similar events; (2) 2019 item does not foot due to rounding. ** Currency neutral amount is calculated by translating prior year amounts at the exchange rates used for the ‰ the impact of a disruption in our supply chain, including the inability to obtain ingredients and raw corresponding 2019 period. Currency neutral operating profit also eliminates the year-over-year impact of materials from third parties; cash flow hedging. ‰ volatility and increases in the price of raw materials, energy and transportation; ‰ the impact of a significant data breach or other disruption in our information technology systems, and our ability to comply with data protection laws in the U.S. and abroad; 62 63


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    ‰ our ability to comply with, and the costs associated with compliance with, regulatory requirements and factors or risks and uncertainties referred to in this report or included in our other periodic reports filed with the industry standards, including regarding product safety, quality, efficacy and environmental impact; SEC could materially and adversely impact our operations and our future financial results. ‰ our ability to react in a timely and cost-effective manner to changes in consumer preferences and Any public statements or disclosures made by us following this report that modify or impact any of the demands, including increased awareness of health and wellness; forward-looking statements contained in or accompanying this report will be deemed to modify or supersede ‰ our ability to meet consumer, customer and regulatory sustainability standards; such outlook or other forward-looking statements in or accompanying this report. ‰ our ability to benefit from our investments and expansion in emerging markets; ‰ the impact of currency fluctuations or devaluations in the principal foreign markets in which we operate; ‰ economic, regulatory and political risks associated with our international operations; ‰ the impact of global economic uncertainty on demand for consumer products; ‰ our ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws; ‰ our ability to successfully manage our working capital and inventory balances; ‰ the impact of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act; ‰ any impairment on our tangible or intangible long-lived assets, including goodwill associated with the acquisition of Frutarom; ‰ our ability to protect our intellectual property rights; ‰ the impact of the outcome of legal claims, regulatory investigations and litigation; ‰ changes in market conditions or governmental regulations relating to our pension and postretirement obligations; ‰ the impact of changes in federal, state, local and international tax legislation or policies, including the Tax Cuts and Jobs Act, with respect to transfer pricing and state aid, and adverse results of tax audits, assessments, or disputes; ‰ the impact of the United Kingdom’s departure from the European Union; ‰ the impact of the phase out of the London Interbank Office Rate (LIBOR) on interest expense; ‰ risks associated with our pending combination with N&B, including business uncertainties and contractual restrictions while the transaction is pending, costs incurred in connection with the transaction, our ability to pursue alternative transactions, and the impact if we fail to complete the transaction; and ‰ risks associated with the integration of N&B if we are successful in completing the transaction, including whether we will realize the anticipated synergies and other benefits of the transaction. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the Securities and Exchange Commission (“SEC”) or in company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to Part I. Item 1A., Risk Factors, of this Form 10-K for additional information regarding factors that could affect our results of operations, financial condition and liquidity. We intend our forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk 64 65


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    ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. We operate on a global basis and are exposed to currency fluctuation related to the manufacture and sale of See index to Consolidated Financial Statements on page 61. See Item 6 on page 32 for supplemental our products in currencies other than the U.S. dollar. The major foreign currencies involve the markets in the quarterly data. European Union, Great Britain, Mexico, Brazil, China, India, Indonesia, Australia, Russia and Japan, although all regions are subject to foreign currency fluctuations versus the U.S. dollar. We actively monitor our foreign ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND currency exposures in all major markets in which we operate, and employ a variety of techniques to mitigate the FINANCIAL DISCLOSURE. impact of exchange rate fluctuations, including foreign currency hedging activities. None. We have established a centralized reporting system to evaluate the effects of changes in interest rates, currency exchange rates and other relevant market risks. Our risk management procedures include the monitoring ITEM 9A. CONTROLS AND PROCEDURES. of interest rate and foreign exchange exposures and hedge positions utilizing statistical analyses of cash flows, market value and sensitivity analysis. However, the use of these techniques to quantify the market risk of such Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial instruments should not be construed as an endorsement of their accuracy or the accuracy of the related Reporting. assumptions. For the year ended December 31, 2019, our exposure to market risk was estimated using sensitivity Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our analyses, which illustrate the change in the fair value of a derivative financial instrument assuming hypothetical management, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the changes in foreign exchange rates and interest rates. period covered by this Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period We enter into foreign currency forward contracts with the objective of reducing exposure to cash flow covered by this Form 10-K. volatility associated with foreign currency receivables and payables, and with anticipated purchases of certain raw materials used in operations. These contracts, the counterparties to which are major international financial We have established controls and procedures designed to ensure that information required to be disclosed in institutions, generally involve the exchange of one currency for a second currency at a future date, and have the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within maturities not exceeding twelve months. The gain or loss on the hedging instrument and services is recorded in the time periods specified in the Commission’s rules and forms and is accumulated and communicated to earnings at the same time as the transaction being hedged is recorded in earnings. At December 31, 2019, our management, including the principal executive officer and the principal financial officer, to allow timely foreign currency exposures pertaining to derivative contracts exist with the Euro, Japanese Yen, British Pound, decisions regarding required disclosure. Australian Dollar and Indonesian Rupiah. Based on a hypothetical decrease or increase of 10% in the applicable balance sheet exchange rates (primarily against the U.S. dollar), the estimated fair value of our foreign currency Our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any forward contracts would increase by approximately $10 million. However, any change in the value of the changes in our internal control over financial reporting during the fourth quarter that have materially affected, or contracts, real or hypothetical, would be significantly offset by a corresponding change in the value of the are reasonably likely to materially affect, our internal control over financial reporting. underlying hedged items. Management’s Report on Internal Control Over Financial Reporting. We use derivative instruments as part of our interest rate risk management strategy. We have entered into certain cross currency swap agreements in order to mitigate a portion of our net European investments from Our management is responsible for establishing and maintaining adequate internal control over financial foreign currency risk. As of December 31, 2018, these swaps were in a net liability position with an aggregate reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal fair value of $4.2 million. Based on a hypothetical decrease or increase of 10% in the value of the U.S. dollar control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of against the Euro, the estimated fair value of our cross currency swaps would change by approximately financial reporting and the preparation of financial statements for external purposes in accordance with generally $60 million. accepted accounting principles. At December 31, 2019, the fair value of our EUR fixed rate debt was €1.9 billion. Based on a hypothetical Because of its inherent limitations, internal control over financial reporting may not prevent or detect decrease or increase of 10% in foreign exchange rates, the estimated fair value of our EUR fixed debt would misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that change by approximately $200 million. controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. At December 31, 2019, the fair value of our USD fixed rate debt was $2.5 billion. Based on a hypothetical Management assessed the effectiveness of our internal control over financial reporting as of January 3, decrease or increase of 10% in interest rates, the estimated fair value of our US fixed debt would change by 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring approximately $250 million. Organizations of the Treadway Commission (“COSO”) in its 2013 Internal Control — Integrated Framework. We purchase certain commodities, such as natural gas, electricity, petroleum based products and certain Based on this assessment, management determined that, as of January 3, 2020, our internal control over crop related items. We generally purchase these commodities based upon market prices that are established with financial reporting was effective. the vendor as part of the purchase process. In general, we do not use commodity financial instruments to hedge commodity prices. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of January 3, 2020 as stated in their report which is included herein. 66 67


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    ITEM 9B. OTHER INFORMATION. PART III None. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information relating to directors and nominees of the Company is set forth in the IFF 2020 Proxy Statement and is incorporated by reference herein. The information relating to Section 16(a) beneficial ownership reporting compliance that appears in the IFF 2020 Proxy Statement is also incorporated by reference herein. See Part I, Item 1 of this Form 10-K for information relating to the Company’s Executive Officers. We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, including our chief executive officer and our chief financial officer (who is also our principal accounting officer). We have also adopted a Code of Conduct for Directors and a Code of Conduct for Executive Officers (together with the Code of Ethics, the “Codes”). The Codes are available through the Investors — Corporate Governance link on our website www.iff.com. Only the Board of Directors or the Audit Committee of the Board may grant a waiver from any provision of our Codes in favor of a director or executive officer, and any such waiver will be publicly disclosed. We will disclose substantive amendments to and any waivers from the Codes provided to our chief executive officer and principal financial officer (principal accounting officer), as well as any other executive officer or director, on the Company’s website: www.iff.com. The information regarding the Company’s Audit Committee and its designated audit committee financial experts is set forth in the IFF 2020 Proxy Statement and such information is incorporated by reference herein. The information concerning procedures by which shareholders may recommend director nominees is set forth in the IFF 2020 Proxy Statement and such information is incorporated by reference herein. ITEM 11. EXECUTIVE COMPENSATION. The items required by Part III, Item 11 are incorporated herein by reference from the IFF 2020 Proxy Statement to be filed on or before May 4, 2020. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The items required by Part III, Item 12 are incorporated herein by reference from the IFF 2020 Proxy Statement to be filed on or before May 4, 2020. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The items required by Part III, Item 13 are incorporated herein by reference from the IFF 2020 Proxy Statement to be filed on or before May 4, 2020. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The items required by Part III, Item 14 are incorporated herein by reference from the IFF 2020 Proxy Statement to be filed on or before May 4, 2020. 68 69


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    PART IV REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. To the Board of Directors and Shareholders of International Flavors & Fragrances Inc. (a)(1) FINANCIAL STATEMENTS: The following consolidated financial statements, related notes, and Opinions on the Financial Statements and Internal Control over Financial Reporting independent registered public accounting firm’s report are included in this Form 10-K: We have audited the accompanying consolidated balance sheet of International Flavors & Fragrances Inc. Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 and its subsidiaries (the “Company”) as of January 3, 2020 and December 28, 2018, and the related consolidated Consolidated Statement of Income and Comprehensive Income for the years ended December 31, 2019, statements of income and comprehensive income, of shareholders’ equity and of cash flows for each of the three 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 years in the period ended January 3, 2020, including the related notes and schedule of valuation and qualifying Consolidated Balance Sheet as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 accounts and reserves for each of the three years in the period ended January 3, 2020 appearing on S-1 Consolidated Statement of Cash Flows for the years ended December 31, 2019, 2018 and 2017 . . . . . . . . . . 76 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017 . . 77 control over financial reporting as of January 3, 2020, based on criteria established in Internal Control — Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). (a)(3) EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, (a)(2) FINANCIAL STATEMENT SCHEDULES the financial position of the Company as of January 3, 2020 and December 28, 2018, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2020 in conformity with Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2019, accounting principles generally accepted in the United States of America. Also in our opinion, the Company 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1 maintained, in all material respects, effective internal control over financial reporting as of January 3, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO. All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 70 71


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    Definition and Limitations of Internal Control over Financial Reporting valuation of the Company’s Frutarom Reporting Units. These procedures also included, among others, testing management’s process for developing the fair value estimate. This included evaluating the appropriateness of the A company’s internal control over financial reporting is a process designed to provide reasonable assurance discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the regarding the reliability of financial reporting and the preparation of financial statements for external purposes in model; and evaluating the significant assumptions used by management, including the revenue growth rates, accordance with generally accepted accounting principles. A company’s internal control over financial reporting profit margins and the specific weighted-average cost of capital used to discount future cash flows. Evaluating includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, management’s assumptions related to the revenue growth rates and profit margins involved evaluating whether accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable the assumptions used by management were reasonable considering (i) the current and past performance of the assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance Frutarom Reporting Units, (ii) the consistency with external market and industry data, and (iii) whether the with generally accepted accounting principles, and that receipts and expenditures of the company are being made assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s discounted assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the cash flow model and the reasonableness of certain assumptions used by management, including the specific company’s assets that could have a material effect on the financial statements. weighted-average cost of capital used to discount future cash flows. Because of its inherent limitations, internal control over financial reporting may not prevent or detect /s/ PricewaterhouseCoopers LLP misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that New York, New York controls may become inadequate because of changes in conditions, or that the degree of compliance with the March 3, 2020 policies or procedures may deteriorate. We have served as the Company’s auditor since 1957. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment — Frutarom Taste, Savory, Natural Product Solutions, Frutarom Fragrance and Fine Ingredients and Inclusions Reporting Units As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5.5 billion as of January 3, 2020, and the goodwill associated with the Frutarom Segment, consisting of the Taste, Savory, Natural Product Solutions, Frutarom Fragrance and Fine Ingredients and Inclusions reporting units (collectively, the “Frutarom Reporting Units”) was $4.3 billion. Management tests goodwill for impairment at the reporting unit level as of November 30 every year or more frequently if events or changes in circumstances indicate the asset might be impaired. Fair value is estimated by management using a discounted cash flow model. Management determines the fair value of reporting units, including the Frutarom Reporting Units, using key assumptions including revenue growth rates, profit margins and the specific weighted-average cost of capital used to discount future cash flows. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Frutarom Reporting Units is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the Frutarom Reporting Units. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence relating to management’s cash flow projections, including significant assumptions for the revenue growth rates, profit margins and the specific weighted-average cost of capital used to discount future cash flows. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the 72 73


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    INTERNATIONAL FLAVORS & FRAGRANCES INC. INTERNATIONAL FLAVORS & FRAGRANCES INC. CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME CONSOLIDATED BALANCE SHEET Year Ended December 31, December 31, (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) 2019 2018 2017 (DOLLARS IN THOUSANDS) 2019 2018 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,140,084 $3,977,539 $3,398,719 ASSETS Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,027,336 2,294,832 1,926,256 Current Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 606,823 $ 634,897 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,112,748 1,682,707 1,472,463 Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,122 13,625 Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346,128 311,583 295,469 Receivables: Selling and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876,121 707,461 570,144 Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 884,428 946,938 Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,231) (9,173) Restructuring and other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,765 5,079 19,711 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,123,068 1,078,537 Amortization of acquisition-related intangibles . . . . . . . . . . . . . . . . . . . . 193,097 75,879 34,693 Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,334 277,036 Losses (gains) on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,367 (1,177) (184) Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,942,544 2,941,860 Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 665,270 583,882 552,630 Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,386,920 1,241,152 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,221 132,558 65,363 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,497,596 5,378,388 Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 38,810 — Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,851,935 3,039,322 Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,403) (35,243) (49,778) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608,416 288,673 Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,287,411 $12,889,395 Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557,452 447,757 537,045 Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,184 107,976 241,380 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,268 339,781 295,665 Bank borrowings, overdrafts and current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . $ 384,958 $ 48,642 Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . 4,395 2,479 — Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510,372 471,382 Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,038 77,779 Net income attributable to IFF stockholders . . . . . . . . . . . . . . . . . . . . . . . 455,873 337,302 295,665 Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 576,822 530,508 Other comprehensive income: Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,552,190 1,128,311 Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 23,953 (99,580) 54,609 Other Liabilities: Gains (losses) on derivatives qualifying as hedges . . . . . . . . . . . . . . . . . . (2,678) 15,078 (17,936) Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,997,438 4,504,417 Retirement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265,370 227,172 Pension and postretirement liability adjustment . . . . . . . . . . . . . . . . . . . . (35,942) 19,757 5,940 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641,456 655,879 Comprehensive income attributable to IFF stockholders . . . . . . . . . . . . . $ 441,206 $ 272,557 $ 338,278 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502,366 248,436 Total Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,406,630 5,635,904 Net income per share — basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.05 $ 3.81 $ 3.73 Net income per share — diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.00 $ 3.79 $ 3.72 Commitments and Contingencies (Note 21) Redeemable noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,043 81,806 Average number of shares outstanding — basic . . . . . . . . . . . . . . . . . . . . 111,966 87,551 79,070 Shareholders’ Equity: Average number of shares outstanding — diluted . . . . . . . . . . . . . . . . . . 113,307 88,121 79,370 Common stock 12 1/2¢ par value; 500,000,000 shares authorized; 128,526,137 and 128,526,137 shares issued as of December 31, 2019 and December 31, 2018, respectively; and 106,787,299 and 106,619,202 shares outstanding as of December 31, 2019 and December 31, 2018, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,066 16,066 Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,823,152 3,793,609 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,117,804 3,956,221 Accumulated other comprehensive loss: Cumulative translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (373,043) (396,996) Accumulated gains on derivatives qualifying as hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,068 4,746 Pension and postretirement liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (345,919) (309,977) Treasury stock, at cost (21,738,838 and 21,906,935 shares as of December 31, 2019 and December 31, 2018, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,022,824) (1,030,718) Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,217,304 6,032,951 Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,244 10,423 Total Shareholders’ Equity including noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . 6,229,548 6,043,374 Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,287,411 $12,889,395 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements 74 75


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    INTERNATIONAL FLAVORS & FRAGRANCES INC. INTERNATIONAL FLAVORS & FRAGRANCES INC. CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Year Ended December 31, Accumulated Capital in other Treasury stock (DOLLARS IN THOUSANDS) 2019 2018 2017 Common excess of Retained comprehensive Non-controlling Cash flows from operating activities: (DOLLARS IN THOUSANDS) stock par value earnings (loss) income Shares Cost interest Total Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 460,268 $ 339,781 $ 295,665 Balance at December 31, 2016 . . . . . . . $14,470 $ 152,481 $3,818,535 $(680,095) (36,645,153) $(1,679,147) $ 4,890 $1,631,134 Adjustments to reconcile to net cash provided by operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . 295,665 202 295,867 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,330 173,792 117,967 Cumulative adjustment relating to the Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,279) 19,402 58,889 adoption of ASU 2016-16 . . . . . . . . . (33,719) (33,719) Losses (gains) on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,367 (1,177) (184) Cumulative translation adjustment . . . . 54,609 54,609 Losses on derivatives qualifying as Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,482 29,401 26,567 hedges; net of tax ($2,017) . . . . . . . . (17,936) (17,936) Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 38,810 — Pension liability and postretirement Gain on deal contingent derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (12,505) — adjustment; net of tax ($1,583) . . . . . 5,940 5,940 Pension contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,714) (22,433) (39,298) Cash dividends declared ($2.66 per share) . . . . . . . . . . . . . . . . . . . . . . . . . (209,860) (209,860) Litigation settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (56,000) Stock options . . . . . . . . . . . . . . . . . . . . 4,558 24,423 1,208 5,766 Foreign currency gain on liquidation of entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (12,217) Treasury share repurchases . . . . . . . . . . (459,264) (58,069) (58,069) Changes in assets and liabilities, net of acquisitions: Vested restricted stock units and Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,555 (49,958) (68,851) awards . . . . . . . . . . . . . . . . . . . . . . . . (20,779) 169,185 9,774 (11,005) Stock-based compensation . . . . . . . . . . 26,567 26,567 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62,129) (117,641) (18,911) Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,464 55,136 29,114 Balance at December 31, 2017 . . . . . . . $14,470 $ 162,827 $3,870,621 $(637,482) (36,910,809) $(1,726,234) $ 5,092 $1,689,294 Net income . . . . . . . . . . . . . . . . . . . . . . 337,302 2,404 339,706 Accruals for incentive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,357) (2,289) 19,144 Cumulative adjustment relating to the Other current payables and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,488 (5,279) 22,679 adoption of ASU 2014-09 . . . . . . . . . 2,068 2,068 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66,650) (19,219) (3,866) Cumulative translation adjustment . . . . (99,580) (99,580) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,860) 11,754 20,058 Gains on derivatives qualifying as hedges; net of tax $2,011 . . . . . . . . . 15,078 15,078 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698,965 437,575 390,756 Pension liability and postretirement adjustment; net of tax ($5,052) . . . . . 19,757 19,757 Cash flows from investing activities: Cash dividends declared ($2.84 per Cash paid for acquisitions, net of cash received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49,065) (4,857,343) (192,328) share) . . . . . . . . . . . . . . . . . . . . . . . . . (253,577) (253,577) Additions to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (235,978) (170,094) (128,973) Stock options . . . . . . . . . . . . . . . . . . . . 2,152 46,474 2,188 4,340 Impact of Frutarom acquisition . . . . . . 1,346,229 14,901,445 701,111 3,700 2,051,040 Additions to intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,070) (3,326) — Vested restricted stock units and Proceeds from disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,112 8,176 16,139 awards . . . . . . . . . . . . . . . . . . . . . . . . (10,650) 164,064 7,692 (2,958) Proceeds from disposal of subsidiaries, net of cash held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,157 — Stock-based compensation . . . . . . . . . . 29,401 29,401 Proceeds from unwinding of cross currency swap derivative instruments . . . . . . . . . . . . . . . . . . 25,900 — — Treasury share repurchases . . . . . . . . . . (108,109) (15,475) (15,475) Issuance of equity . . . . . . . . . . . . . . . . . 1,596 2,266,498 2,268,094 Contingent consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,655) — — Redeemable NCI . . . . . . . . . . . . . . . . . . (2,848) (2,848) Maturity of net investment hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,642) 1,434 Dividends paid on noncontrolling Proceeds from life insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,890 1,837 3,798 interest and other . . . . . . . . . . . . . . . . (193) (773) (966) Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (225,866) (5,013,235) (299,930) Balance at December 31, 2018 . . . . . . . $16,066 $3,793,609 $3,956,221 $(702,227) (21,906,935) $(1,030,718) $10,423 $6,043,374 Net income . . . . . . . . . . . . . . . . . . . . . . 455,873 3,729 459,602 Cash flows from financing activities: Cumulative adjustment relating to the Cash dividends paid to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (313,510) (230,218) (206,118) adoption of ASU 2016-02 . . . . . . . . . 23,094 23,094 Decrease in revolving credit facility and short term borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . (1,021) (927) (4,499) Cumulative adjustment relating to the adoption of ASU 2017-12 . . . . . . . . . (981) 981 — Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (33,668) (5,373) Cumulative translation adjustment . . . . 22,972 22,972 Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155,261) (376,625) (250,000) Losses on derivatives qualifying as Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,256,742 498,250 hedges; net of tax ($505) . . . . . . . . . (2,678) (2,678) Proceeds from sales of equity securities, net of issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,268,094 — Pension liability and postretirement adjustment; net of tax ($7,559) . . . . . (35,942) (35,942) Contingent consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,478) — — Cash dividends declared ($2.96 per Gain (loss) on pre-issuance hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 12,505 (5,310) share) . . . . . . . . . . . . . . . . . . . . . . . . . (315,770) (315,770) Proceeds from issuance of stock in connection with stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . — — 329 Stock options . . . . . . . . . . . . . . . . . . . . 6,966 14,346 677 7,643 Employee withholding taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,787) (9,725) (11,768) Vested restricted stock units and awards . . . . . . . . . . . . . . . . . . . . . . . . (9,808) 153,751 7,217 (2,591) Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (15,475) (58,069) Stock-based compensation . . . . . . . . . . 34,482 34,482 Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (505,057) 4,870,703 (42,558) Redeemable NCI . . . . . . . . . . . . . . . . . . (2,097) (2,097) Dividends paid on noncontrolling Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,381 (14,567) (4,214) interest and other . . . . . . . . . . . . . . . . (633) (1,908) (2,541) Net change in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,577) 280,476 44,054 Balance at December 31, 2019 . . . . . . . $16,066 $3,823,152 $4,117,804 $(716,894) (21,738,838) $(1,022,824) $12,244 $6,229,548 Cash, cash equivalents and restricted cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 648,522 368,046 323,992 Cash, cash equivalents and restricted cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 623,945 $ 648,522 $ 368,046 Cash paid for: Interest, net of amounts capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 133,739 $ 117,581 $ 55,440 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,172 116,138 107,390 Noncash investing activities: Accrued capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,466 $ 33,844 $ 37,556 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements 76 77


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    INTERNATIONAL FLAVORS & FRAGRANCES INC. Foreign Currency Translation The Company translates the assets and liabilities of non-U.S. subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates during the year. Cumulative translation adjustments are shown as a separate component of Shareholders’ Equity. NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Research and Development Research and development (“R&D”) expenses relate to the development of new and improved tastes or scents, technical product support and compliance with governmental regulation. All Nature of Operations International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” research and development costs are expensed as incurred. “IFF,” “the Company,” “we,” “us” and “our”) is a leading creator and manufacturer of taste, scent and complementary adjacent products, including cosmetic active and natural health ingredients, which are used in a Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with maturities wide variety of consumer products. Our products are sold principally to manufacturers of perfumes and of three months or less at date of purchase. cosmetics, hair and other personal care products, soaps and detergents, cleaning products, dairy, meat and other processed foods, beverages, snacks and savory foods, sweet and baked goods, dietary supplements, infant and Restricted Cash Restricted cash is comprised of cash or cash equivalents which has been placed into an elderly nutrition, functional food, and pharmaceutical and oral care products. account that is restricted for a specific use and from which the Company cannot withdraw the cash on demand. Fiscal Year End The Company has historically operated on a 52/53 week fiscal year generally ending on Accounts Receivable During 2019, the Company entered into certain factoring agreements in the U.S. the Friday closest to the last day of the year. For ease of presentation, December 31 is used consistently and The Netherlands under which it can factor up to approximately $100 million of its trade receivables. The new throughout the financial statements and notes to represent the period-end date. The 2019 fiscal year was a 53 factoring agreements supplement the Company’s existing factoring programs that are sponsored by certain week period, and 2018 and 2017 fiscal years were 52 week periods. For the 2019, 2018 and 2017 fiscal years, the customers. Under all of the arrangements, the Company sells the trade receivables on a non-recourse basis to actual closing dates were January 3, December 28, and December 29, respectively. unrelated financial institutions and accounts for the transactions as sales of receivables. The applicable receivables are removed from the Company’s Consolidated Balance Sheet when the cash proceeds are received Use of Estimates The preparation of financial statements in conformity with accounting principles by the Company. As of December 31, 2019, 2018 and 2017, the Company had sold receivables pursuant to these generally accepted in the United States requires management to make estimates and assumptions that affect the factoring programs of approximately $205.7 million, $168.3 million and $160.1 million, respectively. reported amounts and accompanying disclosures. These estimates are based on management’s best knowledge of Participation in the various programs increased cash provided by operations by approximately $37.7 million, current events and actions the Company may undertake in the future. Actual results may ultimately differ from $13.6 million and $15.0 million in 2019, 2018 and 2017, respectively. The cost of participating in these programs estimates. was approximately $7.1 million, $3.4 million, and $3.0 million in 2019, 2018, and 2017, respectively and is included as a component of interest expense. Principles of Consolidation The consolidated financial statements include the accounts of International Flavors & Fragrances Inc. and those of its subsidiaries. Significant intercompany balances and transactions have Inventories Inventories are stated at the lower of cost (on a weighted-average basis) or net realizable been eliminated. To the extent a subsidiary is not wholly owned, any related noncontrolling interests are included value. The Company’s inventories consisted of the following: as a separate component of Shareholders’ Equity. December 31, Revenue Recognition Revenue from contracts with customers is recognized when the contract or (DOLLARS IN THOUSANDS) 2019 2018 purchase order has received approval and commitment from both parties, has the rights of the parties and Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 565,071 $ 568,916 payment terms (which can vary by customer) identified, has commercial substance, and collectability of Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,532 48,819 consideration is probable. Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,465 460,802 For the Company’s Flavors, Fragrances Compounds and Frutarom products, revenue is recognized for the Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,123,068 $1,078,537 majority of contracts when the Company satisfies its performance obligation by transferring control of the goods to the customer. Revenue is recognized over time for a small number of contracts, and the amount of revenue Leases During the year ended December 31, 2019, the Company adopted ASU No. 2016-02, “Leases recognized is based on the extent of progress towards completion of the promised goods, using the output (Topic 842),” which requires most leases to be recognized on the balance sheet. The Company adopted the method. With respect to a small number of contracts for the sale of compounds, the Company has an standard using the modified retrospective approach with an effective date of December 29, 2018, the beginning “enforceable right to payment for performance to date” and as the products do not have an alternative use, the of its 2019 fiscal year. Prior year financial statements were not recast. The Company elected various transition Company recognizes revenue for these contracts over time and records a contract asset using the output method. provisions available for expired or existing contracts, which allows the Company to carryforward historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. For the Company’s Fragrances Ingredients products, revenue is recognized for the majority of contracts when the Company satisfies its performance obligation by transferring control of the goods to the customer. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of Sales are reduced, at the time revenue is recognized, for applicable discounts, rebates and sales allowances time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified based on historical experience. Related accruals are included in Other current liabilities in the accompanying asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer Consolidated Balance Sheet. The Company considers shipping and handling activities undertaken after the has the right to control the use of the identified asset. customer has obtained control of the related goods as a fulfillment activity. Net sales include shipping and handling charges billed to customers. Cost of goods sold includes all costs incurred in connection with shipping When the Company determines the arrangement is a lease, or contains a lease, at inception, it then and handling. See Note 11 for a further discussion on revenue recognition. See Note 11 for a further discussion determines whether the lease is an operating lease or a finance lease at the commencement date. The Company on contract assets. does not separate lease and nonlease components of contracts. 78 79


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    The Company leases property and equipment, principally under operating leases. In accordance with ASU When testing goodwill for impairment, the Company has the option of first performing a qualitative 2016-02, the Company records a right of use asset and related obligation at the present value of lease payments assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than the and, over the term of the lease, depreciates the right of use asset and accretes the obligation to future value. Some carrying amount. If the Company elects to bypass the qualitative assessment for any reporting units, or if a of the leases include rental escalation clauses, renewal options and/or termination options that are factored into qualitative assessment indicates it is more likely than not that the estimated carrying value of a reporting unit the determination of lease payments when appropriate. The Company has elected not to separate non-lease exceeds its fair value, the Company performs a quantitative goodwill impairment test. components from lease components for all classes of leased assets. Under the quantitative goodwill impairment test, if a reporting unit’s carrying amount exceeds its fair value, When available, the Company uses the rate implicit in the lease to discount lease payments to present value, the Company will record an impairment charge based on that difference, and the impairment charge will be however, most of the Company’s leases do not provide a readily determinable implicit rate and the Company limited to the amount of goodwill allocated to that reporting unit. calculates the applicable incremental borrowing rate to discount the lease payments based on the term of the lease at lease commencement. The incremental borrowing rate is determined based on currency and lease terms. Income Taxes The Company accounts for taxes under the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial statement and tax return Upon adoption of the new guidance, the Company recorded a right of use asset of $308.3 million and total bases of assets and liabilities, based on enacted tax rates and other provisions of the tax law. The effect of a operating lease liabilities of $313.3 million. Additionally, the Company recorded a net increase to retained change in tax laws or rates on deferred tax assets and liabilities is recognized as income in the period in which earnings of approximately $23.1 million related to the recognition of deferred gains on certain sale-leaseback such change is enacted. Future tax benefits are recognized to the extent that the realization of such benefits is transactions that occurred in prior years. more likely than not, and a valuation allowance is established for any portion of a deferred tax asset that management believes may not be realized. Long-Lived Assets The Company recognizes uncertain tax positions that it has taken or expects to take on a tax return. Pursuant Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is to accounting requirements, the Company first determines whether it is “more likely than not” its tax position calculated on a straight-line basis, principally over the following estimated useful lives: buildings and will be sustained if the relevant tax authority were to audit the position with full knowledge of all the relevant improvements, 10 to 40 years; machinery and equipment, 3 to 20 years; information technology hardware and facts and other information. For those tax positions that meet this threshold, the Company measures the amount software, 3 to 7 years; and leasehold improvements which are included in buildings and improvements, the of tax benefit based on the largest amount of tax benefit that it has a greater than 50% chance of realizing in a estimated life of the improvements or the remaining term of the lease, whichever is shorter. final settlement with the relevant authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard. The Company Finite-Lived Intangible Assets Finite-lived intangible assets include customer relationships, patents, trade maintains a cumulative risk portfolio relating to all of its uncertainties in income taxes in order to perform this names, technological know-how and other intellectual property valued at acquisition and amortized on a straight- analysis, but the evaluation of its tax positions requires significant judgment and estimation in part because, in line basis over the following estimated useful lives: customer relationships, 11 — 23 years; patents, 11 — 15 certain cases, tax law is subject to varied interpretation, and whether a tax position will ultimately be sustained years; trade names, 14 — 28 years; and technological know-how, 5 — 28 years. may be uncertain. The Company reviews long-lived assets for impairment when events or changes in business conditions Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax indicate that their carrying value may not be recovered. An estimate of undiscounted future cash flows produced expense. by an asset or group of assets is compared to the carrying value to determine whether impairment exists. If assets Retirement Benefits Current service costs of retirement plans and postretirement health care and life are determined to be impaired, the loss is measured based on an estimate of fair value using various valuation insurance benefits are accrued. Prior service costs resulting from plan improvements are amortized over periods techniques, including a discounted estimate of future cash flows. ranging from 10 to 20 years. Goodwill Goodwill represents the difference between the total purchase price and the fair value of Financial Instruments Derivative financial instruments are used to manage interest and foreign currency identifiable assets and liabilities acquired in business acquisitions. exposures. The gain or loss on the hedging instrument is recorded in earnings at the same time as the transaction being hedged is recorded in earnings. The associated asset or liability related to the open hedge instrument is The Company tests goodwill for impairment at the reporting unit level as of November 30 every year or recorded in Prepaid expenses and Other current assets or Other current liabilities, as applicable. more frequently if events or changes in circumstances indicate the asset might be impaired. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is The Company records all derivative financial instruments on the balance sheet at fair value. Changes in a assigned when initially recorded. derivative’s fair value are recognized in earnings unless specific hedge criteria are met. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item The Company identifies their reporting units by assessing whether the components of their reporting attributable to the hedged risk are recognized in Net income. If the derivative is designated as a cash flow hedge, segments constitute businesses for which discrete financial information is available and management of each the effective portions of changes in the fair value of the derivative are recorded in Accumulated other reporting unit regularly reviews the operating results of those components. The Company has identified nine comprehensive income (“AOCI”) in the accompanying Consolidated Balance Sheet and are subsequently reporting units under the Taste, Scent and Frutarom Segments: (1) Flavor Compounds, (2) Fragrance recognized in Net income when the hedged item affects earnings. Ineffective portions of changes in the fair value Compounds, (3) Fragrance Ingredients, (4) Cosmetic Actives Ingredients, (collectively, the “IFF Legacy of cash flow hedges, if any, are recognized as a charge or credit to earnings. Reporting Units”), (5) Taste, (6) Savory, (7) Natural Product Solutions, (8) Frutarom Fragrance and Fine Ingredients and (9) Inclusions, (collectively, the “Frutarom Reporting Units”). These reporting units were Software Costs The Company capitalizes direct internal and external development costs for certain determined based on the level at which the performance is measured and reviewed by segment management. significant projects associated with internal-use software and amortizes these costs over 7 years. Neither 80 81


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    preliminary evaluation costs nor costs associated with the software after implementation are capitalized. Costs In August 2018, the FASB issued ASU 2018-15, “Intangibles — Goodwill and Other — Internal — Use related to projects that are not significant are expensed as incurred. Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force).” The Net Income Per Share Under the two-class method, earnings are adjusted by accretion of amounts to ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a redeemable noncontrolling interests recorded at redemption value. The adjustments represent in-substance service contract with the requirements for capitalizing implementation costs incurred to develop or obtain dividend distributions to the noncontrolling interest holders as the holders have a contractual right to receive a internal-use software (and hosting arrangements that include an internal-use software license). This guidance is specified amount upon redemption. As a result, earnings are adjusted to reflect this in-substance distribution that effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years, is different from other common shareholders. In addition, the Company has unvested share based payment with early adoption permitted. The adoption of the guidance will impact the Company going forward in the event awards with a right to receive nonforfeitable dividends and thus are considered participating securities which are the Company enters into applicable cloud computing arrangements. required to be included in the computation of basic and diluted earnings per share. In August 2018, the FASB issued ASU 2018-14, “Compensation — Retirement Benefits — Defined Benefit Basic earnings (loss) per share represents the amount of earnings for the period available to each share of Plans (Subtopic 715-20)”, which modifies the disclosure requirements on company-sponsored defined benefit common stock outstanding during the period. Basic earnings (loss) per share includes the effect of issuing shares plans. The ASU is effective for fiscal years beginning after December 15, 2020 on a retrospective basis to all of common stock assuming (i) the prepaid stock purchase contracts (“SPC”) are converted into the minimum periods presented. Early adoption is permitted. The Company has determined that this guidance will not have an number of shares of common stock under the if-converted method, and (ii) an adjustment to earnings (loss) to impact on its Consolidated Financial Statements and will have a minimal impact on its disclosures. reflect adjustments made to record the redeemable value of redeemable noncontrolling interests. Diluted earnings (loss) per share also includes the effect of issuing shares of common stock, assuming (i) stock options and In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820)”, which modifies, warrants are exercised, (ii) restricted stock units are fully vested under the treasury stock method, and (iii) the removes and adds certain disclosure requirements on fair value measurements. The ASU is effective for all incremental effect of the prepaid SPC converted into the maximum number of shares of common stock under the entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The if-converted method. amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of Stock-Based Compensation Compensation cost of all stock-based awards is measured at fair value on the measurement uncertainty should be applied prospectively for only the most recent interim or annual period date of grant and recognized over the service period for which awards are expected to vest. The cost of such presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all stock-based awards is principally recognized on a straight-line attribution basis over their respective vesting periods presented upon their effective date. Early adoption is permitted. The Company has determined that this periods, net of estimated forfeitures. guidance will not have an impact on its Consolidated Financial Statements, as the Company has no applicable fair value measurements that are affected by the guidance. Financing Costs Costs incurred in the issuance of debt are deferred and amortized as part of interest expense over the stated life of the applicable debt instrument. Unamortized deferred financing costs relating to In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic debt are presented as a reduction in the amount of debt outstanding on the Consolidated Balance Sheet. 718)” intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based Unamortized deferred financing costs relating to the revolving credit facility are recorded in Other assets on the payments. This guidance expands the scope of Topic 718, Compensation-Stock Compensation which currently Consolidated Balance Sheet. only includes share-based payments to employees to include share-based payments issued to nonemployees for goods or services. The Company applied this new guidance as of December 29, 2018, the first day of the Redeemable Noncontrolling Interests Noncontrolling interests in subsidiaries that are redeemable for Company’s 2019 fiscal year. The adoption of the guidance did not have a material impact on the Consolidated cash or other assets outside of the Company’s control are classified as mezzanine equity, outside of equity and Financial Statements. liabilities, at the greater of the carrying value or the redemption value. The increases or decreases in the estimated redemption amount are recorded with corresponding adjustments against Capital in excess of par value and are In February 2018, FASB issued ASU 2018-02, “Income Statement — Reporting Comprehensive Income reflected in the computation of earnings per share using the two-class method. (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax Recent Accounting Pronouncements effects resulting from the Tax Act, in addition to requiring certain disclosures about stranded tax effects. The guidance was effective as of December 29, 2018, the first day of the Company’s fiscal year. The Company In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes elected to not reclassify any stranded tax effects to retained earnings. (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, In August 2017, FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted 2020, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently Improvements to Accounting for Hedging Activities” which eliminates the requirement to separately measure evaluating the impact this guidance may have on its consolidated financial statements. and present hedge ineffectiveness and aligns the presentation of hedge gains and losses with the underlying hedge item. This guidance is effective, and as required, has been applied on a modified retrospective basis. The In October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the impact of the adoption of this standard on December 29, 2018 was an increase in the beginning balance of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate currency translation adjustment component of Accumulated other comprehensive loss of $1.0 million, and a for Hedge Accounting Purposes.” The ASU allows for the use of the OIS rate based on the SOFR as a U.S. decrease in Retained Earnings, as presented in the Company’s Consolidated Balance Sheet. See Note 13 of the benchmark interest rate for purposes of applying hedge accounting under ASC 815, Derivatives and Consolidated Financial Statements for further details. Hedging. The Company applied this new guidance as of December 29, 2018, the first day of the Company’s 2019 fiscal year. The adoption of the guidance did not have a material impact on the Consolidated Financial In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Statements. Measurement of Credit Losses on Financial Instruments”, with subsequent amendments, which requires issuers 82 83


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    to measure expected credit losses for financial assets based on historical experience, current conditions and Changes in Restructuring Liability reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit Movements in severance-related accruals during 2017, 2018 and 2019 are as follows: losses. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company’s evaluation is substantially complete Balance at Additional Balance at and has included identifying assets that fall within the scope of the standard. The Company has determined that January 1, Charges Non-Cash December 31, (DOLLARS IN THOUSANDS) 2017 (Reversals), Net Charges Cash Payments 2017 the most significant asset within the scope of the standard is trade receivables. The Company is analyzing payment history as well as aging to determine the appropriate allowance and will reflect the adoption of the 2015 Severance Plan standard on the first day of its 2020 fiscal year. Severance . . . . . . . . . . . . . . . . . . . . . . . . $3,277 $ (2,311) $— $ (966) $ — 2017 Productivity Program Reclassifications and Updates Severance . . . . . . . . . . . . . . . . . . . . . . . . — 20,620 — (13,081) 7,539 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,402 (528) (456) 418 Certain other immaterial prior year disclosure amounts have been reclassified or updated to conform to current year presentation. Total restructuring . . . . . . . . . . . $3,277 $19,711 $(528) $(14,503) $7,957 NOTE 2. RESTRUCTURING AND OTHER CHARGES Balance at Balance at January 1, Additional Non-Cash December 31, Restructuring and other charges primarily consist of separation costs for employees including severance, (DOLLARS IN THOUSANDS) 2018 Charges, Net Charges Cash Payments 2018 outplacement and other benefit (“Severance”) costs as well as costs related to plant closures, principally related 2017 Productivity Program to fixed assets write-downs (“Fixed asset write-down”) and all other related restructuring (“Other”) costs. All Severance . . . . . . . . . . . . . . . . . . . . . . . . $7,539 $3,884 $— $(7,298) $4,125 restructuring and other charges, net expenses are separately stated on the Consolidated Statement of Income and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 418 1,195 (418) (120) 1,075 Comprehensive Income. Total restructuring . . . . . . . . . . . $7,957 $5,079 $(418) $(7,418) $5,200 Frutarom Integration Initiative Balance at Additional Balance at In connection with the acquisition of Frutarom, the Company began to execute an integration plan that, January 1, Charges Non-Cash December 31, (DOLLARS IN THOUSANDS) 2019 (Reversals), Net Charges Cash Payments 2019 among other initiatives, seeks to optimize its manufacturing network. As part of the Frutarom Integration Initiative, the Company expects to close approximately 35 manufacturing sites over the next two years with most 2017 Productivity Program of the closures targeted to occur before the end of fiscal 2020. During 2019, the Company announced the closure Severance . . . . . . . . . . . . . . . . . . . . . . . . $4,125 $ (1,947) $— $ (1,072) $ 1,106 of ten facilities, of which six facilities are in Europe, Africa and Middle East, two facilities in Latin America, and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075 — — (987) 88 one facility each in North America and Greater Asia regions. Since the inception of the initiative, the Company Frutarom Integration Initiative has expensed $10.4 million. Total costs for the program are expected to be approximately $65 million including Severance . . . . . . . . . . . . . . . . . . . . . . . . — 6,110 — (2,072) 4,038 cash and non-cash charges. Fixed asset write down . . . . . . . . . . . . . — 534 (534) — — Other . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,726 (145) (1,096) 2,485 2019 Severance Program 2019 Severance Program Severance . . . . . . . . . . . . . . . . . . . . . . . . — 20,871 — (7,974) 12,897 During 2019, the Company incurred severance charges related to approximately 330 headcount reductions. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . — 471 — — 471 The headcount reductions primarily related to the Scent business unit and outsourcing of certain IT functions, with additional amounts related to headcount reductions in all business units associated with the establishment of Total restructuring . . . . . . . . . . . $5,200 $29,765 $(679) $(13,201) $21,085 a new shared service center in Europe. Since the inception of the program, the Company has expensed $21.3 million. Total costs for the program are expected to be approximately $25 million. Other includes supplier contract termination costs, consulting and advisory fees, and other. 2017 Productivity Program Charges by Segment In connection with 2017 Productivity Program, the Company recorded $24.5 million of charges related to The following table summarizes the total amount of costs incurred in connection with these restructuring personnel costs and lease termination costs since the program’s inception. Total costs for the program are programs by segment: expected to be approximately $25 million. December 31, (DOLLARS IN THOUSANDS) 2019 2018 2017 Taste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 328 $1,646 $ 4,505 Scent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,768 3,433 13,077 Frutarom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,042 — N/A Shared IT & Corporate Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,627 — 2,129 Total Restructuring and other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,765 $5,079 $19,711 84 85


  • Page 49

    NOTE 3. ACQUISITIONS performed and resulted in goodwill of approximately $56 million and intangible assets of $18 million. The purchase price allocations are preliminary and are expected to be completed within the measurement period. Pending Transaction with Nutrition & Biosciences, Inc. On December 15, 2019, the Company entered into definitive agreements with DuPont de Nemours, Inc. Pro forma information has not been presented as the entities acquired in 2019 are not material. (“DuPont”), including an Agreement and Plan of Merger, pursuant to which DuPont will transfer its nutrition and biosciences business to Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of Frutarom DuPont (“N&B”), and N&B will merge with and into a wholly owned subsidiary of IFF in exchange for a On October 4, 2018 (the “Closing”), the Company completed its acquisition of 100% of Frutarom Industries number of shares of IFF common stock, par value $0.125 per share (“IFF Common Stock”) (collectively, the Ltd. (“Frutarom”), which was accounted for using the purchase method of accounting in accordance with ASC “DuPont N&B Transaction”). In connection with the transaction, DuPont will receive a one-time $7.3 billion Topic 805, Business Combinations, with IFF identified as the acquirer. special cash payment (the “Special Cash Payment”), subject to certain adjustments. As a result of the DuPont N&B Transaction, holders of DuPont’s common stock will own approximately 55.4% of the outstanding shares of IFF on a fully diluted basis. The Company paid approximately $7,031 million for the acquisition, including $4,289 million in cash and $2,047 million in equity. At the Closing, each issued and outstanding Frutarom ordinary share was exchanged for $71.19 in cash and 0.2490 of a share of the Company’s common stock. A portion of Frutarom’s existing debt was Completion of the DuPont N&B Transaction is subject to various closing conditions, including, among repaid concurrent with the Closing. Frutarom’s debt, which was not legally assumed by IFF but was paid at other things, (1) approval by IFF’s shareholders of the issuance of IFF Common Stock in connection with the Closing, was approximately $695.0 million. This made up the remainder of the purchase consideration. To transaction; (2) the effectiveness of the registration statements to be filed with the Securities and Exchange finance the acquisition, the Company used cash on hand and borrowed approximately $3.3 billion of additional Commission pursuant to the Merger Agreement; and (3) the expiration of the applicable waiting period under the debt, consisting of $2.8 billion of senior unsecured notes, $350.0 million in term loans and $139.5 million of Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining certain other consents, tangible equity units (“TEUs”). See Notes 8 and 9 for further details. The Company issued 14.9 million shares as authorizations, orders or approvals from governmental authorities. We expect that the transaction will close in a portion of the purchase consideration resulting in former Frutarom shareholders holding approximately 14% of early 2021. the Company’s outstanding common stock as of the Closing. Additionally, the Company issued 16,500,000 TEUs in an underwritten public offering for net proceeds of approximately $665.1 million. On December 15, 2019, IFF and N&B entered into a commitment letter which provides $7.5 billion in an aggregate principal amount of senior unsecured bridge term loans (the “Bridge Loans”). On January 17, 2020, Purchase Price Allocation N&B entered into a term loan credit agreement providing for unsecured term loan facilities in an aggregate principal amount of $1.25 billion (the “Term Loan Facilities”), which reduced the commitments under the Bridge The Company allocated the purchase consideration to the tangible net assets and identifiable intangible Loans commitment letter by a corresponding amount. N&B will be the initial borrower under the remaining assets acquired based on estimated fair values at the acquisition date, and recorded the excess of consideration $6.25 billion tranche of the 364-day senior unsecured bridge facility (the “Bridge Facility”) (or, if applicable, any over the fair values of net assets acquired as goodwill. replacement debt financing), which, together with the Term Loan Facilities, will be used to finance the Special Cash Payment and to pay related fees and expenses. Following the consummation of the merger, all obligations The purchase price allocation was finalized as of the end of the third quarter of 2019 when the Company of N&B with respect to the Term Loan Facilities and the Bridge Facility (if any) or, if applicable, the finalized the valuation of fixed assets, goodwill and intangible assets (trade names, product formulas, customer replacement debt financing, will be guaranteed by IFF (or at the election of N&B and IFF, assumed by IFF). relationships and favorable/unfavorable leases and the related estimated useful lives). Additionally, in connection with finalizing the purchase price allocation, the Company also finalized the projected combined future tax rate 2019 Acquisition Activity applied to the valuation of assets, which impacted the valuation of goodwill and intangible assets. During the second quarter of 2019, the Company acquired the remaining 50% interest in an equity method The following table summarizes the fair values of the assets acquired and liabilities assumed as of investee located in Canada. The Company previously held an investment of $33 million in the entity and October 4, 2018, showing both the preliminary and final purchase price allocations: recognized a gain of approximately $3 million on the transaction representing the adjustment of its historical investment to its fair value. This amount is within Other income, net in the Consolidated Statement of Income As reported in the Measurement period Final Purchase Price and Comprehensive Income. The purchase of the additional interest increased the Company’s ownership of the (DOLLARS IN THOUSANDS) fourth quarter of 2018 adjustments Allocation investee to 100%, and the acquired entity is managed under the Frutarom segment. The purchase price for the Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 140,747 $ — $ 140,747 remaining 50% was approximately $37 million, including cash and an accrual for the amount expected to be paid Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . 699,627 (25,706) 673,921 in contingent consideration. The Company began to consolidate the results of the acquired entity from the date on Identifiable intangible assets . . . . . . . . . . . . . . . . . . 2,690,000 (21,700) 2,668,300 which it acquired the remaining 50% interest during the second quarter of 2019. Goodwill of approximately Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,710 58,401 412,111 $35 million and intangible assets of $24 million were recorded in connection with the acquisition. The goodwill Equity method investments . . . . . . . . . . . . . . . . . . . 25,791 10,439 36,230 is not deductible for income tax purposes. The purchase price allocation is preliminary and is expected to be Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (311,325) (7,190) (318,515) completed within the measurement period. Debt assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,037) — (77,037) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (632,488) (39,730) (672,218) During the first quarter of 2019, the Company acquired 70% of a company in Europe and increased its Redeemable noncontrolling interest . . . . . . . . . . . . (97,510) (5,392) (102,902) ownership of an Asian company from 49% to 60% after receipt of previously pending regulatory approvals. The Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . (3,700) — (3,700) two acquired entities, which manufacture flavor products, are managed under the Frutarom segment. The total Excess attributable to Goodwill . . . . . . . . . . . . . . . . 4,243,079 30,878 4,273,957 purchase price for the acquisitions was $52 million, excluding cash acquired and including $19 million of Total Purchase Consideration . . . . . . . . . . . . . $7,030,894 $7,030,894 contingent consideration and deferred payments. The preliminary purchase price allocations have been 86 87


  • Page 50

    The purchase price allocation of the assets and liabilities acquired in the acquisition of Frutarom as reported including amortization charges for acquired intangibles assets, adjustments for acquisition transaction costs, in the fourth quarter of 2018 was updated during the measurement period ended October 4, 2019 primarily due adjustments for depreciation expense for property, plant, and equipment, and adjustments to interest expense. to: (i) a $19.0 million decrease in inventory, (ii) a $7.4 million decrease in trade receivables, (iii) a $21.7 million These adjustments are net of any applicable tax impact and were included to arrive at the pro forma results decrease in the fair value of identifiable intangible assets (principally customer relationships and product above. formulas and arising from the updated valuations of fixed assets), (iv) a $58.4 million increase primarily related to property, plant and equipment (related to certain entities), (v) a $10.4 million increase in the fair value of TAA equity method investments, (vi) a $1.5 million increase to the noncurrent portion of earn-outs, (vii) a On December 7, 2018, the Company completed the acquisition of 100% of the outstanding shares of The $14.4 million increase to deferred income tax liabilities, (viii) an $18.9 million increase to reserves for uncertain Additive Advantage, LLC (“TAA”), a privately-held manufacturing and licensing company with facilities in tax positions, (ix) a $5.0 million increase to environmental remediation liabilities, and (x) a $5.4 million increase North America. The acquisition was accounted for under the purchase method. TAA was acquired to strengthen to redeemable noncontrolling interest. The cumulative impact of the adjustments resulted in a $30.9 million IFF’s position in delivery capability and technologies, and to advance the R&D delivery platform with printable increase to goodwill. encapsulation solutions. The measurement period adjustments did not have a material impact on the Company’s Net income The Company paid $14.5 million for this acquisition, which was funded from cash on hand. Additionally, attributable to IFF stockholders for the year ended December 31, 2019. the Company recorded an accrual of $6.9 million representing the current estimate of additional contingent consideration payable to the former owners of TAA determined using the scenario-based method. In addition, as The components of acquired intangible assets with finite lives that have been recorded are as follows: part of the acquisition, the Company assumed a loan of $0.5 million that had been due to the Company from Weighted-Average TAA. This amount was included in the purchase consideration. (DOLLARS IN THOUSANDS) Estimated Amounts Useful Life Product formula . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290,000 10 years The purchase consideration was allocated principally to identifiable intangible assets including Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,230,000 18 to 20 years $11.4 million to In-process research and development (“IPR&D”) and approximately $10.4 million to goodwill Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140,000 23 years (which is deductible for tax purposes). IPR&D represents acquired printing technology that had not been Favorable/Unfavorable Leases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,300 5 to 15 years completed as of the acquisition date. The fair value of IPR&D was determined using the income approach. IPR&D will be tested for impairment going forward, and will only be amortized once technological feasibility Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,668,300 has been established. The rate utilized to discount the net cash flows to their present value reflects the risk associated with the intangible asset and is benchmarked to the cost of equity. Goodwill is the excess of the During 2019, in connection with the determination of the final purchase price allocation, the Company also purchase price over the fair value of net assets acquired and represents the value the Company expects to achieve finalized its determination of the reporting units for the Frutarom operating segment. The reporting units from applying the technology to the Company’s existing product portfolio. identified were as follows: (i) Taste; (ii) Savory Solutions; (iii) Inclusions; (iv) Fine Ingredients; and (v) Natural Product Solutions. The purchase price allocation was finalized in the fourth quarter of 2019. The acquisition agreement contains a provision for the payment of certain milestone amounts, which will be expensed as incurred post- Pro forma financial information acquisition, with a maximum amount that will be paid out of $5.4 million, as they are contingent on continued employment, as well as achievement of milestones related to the IPR&D programs. The following unaudited pro forma financial information presents the combined results of operations of IFF and Frutarom as if the acquisition had been completed as of the beginning of the prior fiscal year, or January 1, No pro forma financial information is presented as the acquisition was not material to the consolidated 2017. The unaudited pro forma financial information is presented for informational purposes and is not indicative financial statements. of the results of operations that would have been achieved if the acquisition and related borrowings had taken place on January 1, 2017, nor are they indicative of future results. The unaudited pro forma financial information PowderPure for the year ended December 31, 2018 includes IFF results, including the post-acquisition results of Frutarom, since October 4, 2018, and pre-acquisition results of Frutarom for the period January 1, 2018 through October 3, On April 7, 2017, the Company completed the acquisition of 100% of the outstanding shares of Columbia 2018. PhytoTechnology, LLC d/b/a PowderPure (“PowderPure”), a privately-held flavors company with facilities in North America. The acquisition was accounted for under the purchase method. PowderPure was acquired to The unaudited pro forma results for the years ended December 31, 2018 and December 31, 2017 is as expand expertise in, and product offerings of, clean label solutions within the Flavors business. follows: The Company paid approximately $54.6 million including $0.4 million of cash acquired for this acquisition, Year Ended which was funded from existing resources including use of its Credit Facility. Additionally, the Company December 31, recorded an accrual of approximately $1.4 million representing the current estimate of additional contingent (DOLLARS IN THOUSANDS) 2018 2017 consideration payable to the former owners of PowderPure. (The maximum earnout payable is $10 million upon Unaudited pro forma net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,135,906 $4,761,115 satisfaction of certain performance metrics). The purchase price exceeded the preliminary fair value of existing Unaudited pro forma net income attributable to the Company . . . . . . . . . . . . . . . . . . . . 474,498 240,784 net assets by approximately $48.0 million. The excess was allocated principally to identifiable intangible assets including approximately $27.5 million to proprietary technology, approximately $4.5 million to trade name and The unaudited pro forma results for all periods presented include adjustments made to account for certain approximately $0.8 million to customer relationships, and approximately $15.2 million of goodwill (which is costs and transactions that would have been incurred had the acquisition been completed as of January 1, 2017, deductible for tax purposes). Goodwill is the excess of the purchase price over the fair value of net assets 88 89

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