Q - INTERNATIONAL FLAVORS & FRAGRANCES

Previous wording

We are a leading creator and manufacturer of food, beverage, health & biosciences, scent (and, until the sale of the Pharma Solutions disposal group, pharma solutions) and complementary adjacent products, including natural health ingredients, which are used in a wide variety of consumer products. Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, savory, sweet, baked goods, grain processors and other foods, personal care products, soaps and detergents, cleaning products, perfumes, dietary supplements, food protection, infant, elderly and animal nutrition, functional food, pharmaceutical and oral care products. As a result, we hold global leadership positions in the Food & Beverage, Home & Personal Care and Health & Wellness markets, and across key Tastes, Textures, Scents, Nutrition, Enzymes, Cultures, Soy Proteins, Pharmaceutical Excipients and Probiotics categories.

Current wording

We are a leading creator and manufacturer of products for application in food, beverage, health & biosciences, scent (and pharmaceuticals, until the recent sale of the Pharma Solutions disposal group), as well as complementary adjacent products, including natural health ingredients, all of which are used in a wide variety of consumer and end-use products. Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, savory, sweet, baked goods, grain processors and other foods, personal care products, soaps and detergents, cleaning products, perfumes, dietary supplements, food protection, infant, elderly and animal nutrition, functional food, bio-fuel, pharmaceutical and oral care products. As a result, we hold global leadership positions in the Food & Beverage, Home & Personal Care and Health & Wellness markets, and across key Tastes, Textures, Scents, Nutrition, Enzymes, Cultures, Soy Proteins and Probiotics categories, among others.

Previous wording

Our Food Ingredients segment consists of a diversified portfolio across natural and plant-based specialty food ingredients derived from herbs and plants that provide texturizing solutions used in the food industry, food protection solutions used in food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives. Ingredients also includes savory solutions (such as spices, marinades, mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).

Current wording

Our Food Ingredients segment consists of a diversified portfolio across natural and plant-based specialty food ingredients derived from herbs and plants that provide texturizing solutions used in the food industry, food protection solutions used in food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives. Food Ingredients also includes savory solutions (such as spices, marinades, mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).

Previous wording

Our Pharma Solutions segment produces, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations. Our excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Our Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products. During March 2024, we announced the sale process and entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment. The transaction closed on May 1, 2025. During October 2024, we entered into an agreement to sell the Nitrocellulose disposal group, which is within our existing Pharma Solutions reportable operating segment. The transaction is expected to close during the second quarter of 2025. See Note 3 for additional information.

Current wording

Our Pharma Solutions segment produced, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations. Our excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Our Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products. During March 2024, we announced the sale process and entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment. The transaction closed on May 1, 2025. During October 2024, we entered into an agreement to sell the Nitrocellulose disposal group, which is within our existing Pharma Solutions reportable operating segment. The transaction closed on May 9, 2025. See Note 3 for additional information. As of June 30, 2025, there is no remaining business in the Pharma Solutions reportable operating segment.

Previous wording

Gross profit in the first quarter of 2025 increased $11 million, or 1% on a reported basis, to $1.035 billion (36.4% of sales) compared to $1,024 million (35.3% of sales) in the 2024 period. The increase in gross profit was primarily driven by volume increases and productivity gains, offset in part by the effect of exchange rate variations and the net impact of the change in business portfolio mix due to divestitures of $21 million.

Current wording

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

Previous wording

Cost of goods sold includes the cost of materials and manufacturing expenses. R&D expenses include expenses related to the development of new and improved products and technical product support. S&A expenses include expenses necessary to support our commercial activities and administrative expenses supporting our overall operating activities including compliance with governmental regulations.

Current wording

Cost of sales includes the cost of materials and manufacturing expenses. R&D expenses include expenses related to the development of new and improved products and technical product support. S&A expenses include expenses necessary to support our commercial activities and administrative expenses supporting our overall operating activities including compliance with governmental regulations.

Previous wording

FIRST QUARTER 2025 IN COMPARISON TO FIRST QUARTER 2024

Current wording

SECOND QUARTER 2025 IN COMPARISON TO SECOND QUARTER 2024

Previous wording

(1)Impact of business divestitures include the results of the Flavors & Essences UK business that was divested on September 1, 2024, and the Cosmetic Ingredients business that was divested on April 2, 2024, to present fully comparable scenarios.

Current wording

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

Previous wording

Taste sales in 2025 increased $8 million, or 1% on a reported basis, to $627 million compared to $619 million in the prior year period. On a currency neutral basis, Taste sales increased 6% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. On a comparable basis, currency neutral sales increased 7% driven by volume and price increases. Comparable portfolio results exclude the impact of the divestiture of the F&E UK business with an impact of approximately $4 million.

Current wording

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

Previous wording

Health & Biosciences sales in 2025 increased $11 million, or 2% on a reported basis, to $540 million compared to $529 million in the prior year period. On a currency neutral basis, Health & Biosciences sales increased 5% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Health & Biosciences operating segment was driven by volume increases across various business units.

Current wording

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

Previous wording

Cost of sales decreased $67 million to $1.808 billion (63.6% of sales) in the first quarter of 2025 compared to $1.875 billion (64.7% of sales) in the first quarter of 2024. The decrease in cost of goods sold was primarily driven by lower raw material costs and manufacturing expenses, lower unfavorable manufacturing absorption compared to the prior year period and the change in business portfolio mix due to divestitures, with an impact of approximately $10 million, offset in part by volume increases in sales.

Current wording

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

Previous wording

R&D expenses decreased $2 million to $164 million (5.8% of sales) in the first quarter of 2025 compared to $166 million (5.7% of sales) in the first quarter of 2024. The decrease in R&D expenses was primarily driven by lower operating expenses for R&D related activities.

Current wording

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

Previous wording

Amortization expenses decreased to $143 million in the first quarter of 2025 compared to $168 million in the first quarter of 2024. The decrease in amortization expense was primarily driven by the intangible assets of the Pharma Solutions disposal group being classified as “held for sale,” and therefore no longer recognizing amortization expense on those intangible assets. See Note 3 and Note 11 for additional information.

Current wording

Amortization expenses decreased to $145 million in the second quarter of 2025 compared to $153 million in the second quarter of 2024. The decrease in amortization expense was primarily driven by the intangible assets of the Pharma Solutions disposal group being classified as “held for sale,” and therefore no longer recognizing amortization expense on those intangible assets. See Note 3 for additional information.

Previous wording

Restructuring and other charges increased to $17 million in the first quarter of 2025 compared to $3 million in the first quarter of 2024. The increase in 2025 was driven by higher severance costs incurred as part of the IFF Productivity Program. See Note 4 for additional information.

Current wording

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

Previous wording

Interest expense decreased to $71 million in the first quarter of 2025 compared to $83 million in the first quarter of 2024. The decrease in interest expense was primarily due to debt repayments at maturity made during the three months ended March 31, 2024, related to the 2024 Term Loan Facility and 2024 Euro Notes. See Note 13 for additional information.

Current wording

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

Previous wording

Other expense, net, was $20 million in the first quarter of 2025 compared to $1 million in the first quarter of 2024. The increase of $19 million was primarily due to higher foreign exchange losses. See Note 8 for additional information.

Current wording

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

Previous wording

The Company uses Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. Segment Adjusted Operating EBITDA is defined as (Loss) Income Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges and certain items that are not related to recurring operations. Our determination of reportable segments was made on the basis of our strategic priorities within each segment and corresponds to the manner in which our Chief Operating Decision Maker reviews and evaluates operating performance to make decisions about resources to be allocated to the segment. In addition to our strategic priorities, segment reporting is also based on differences in the products and services we provide.

Current wording

The Company uses Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. Segment Adjusted Operating EBITDA is defined as Income Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges and certain items that are not related to recurring operations. Our determination of reportable segments was made on the basis of our strategic priorities within each segment and corresponds to the manner in which our Chief Operating Decision Maker reviews and evaluates operating performance to make decisions about resources to be allocated to the segment. In addition to our strategic priorities, segment reporting is also based on differences in the products and services we provide.

Previous wording

Health & Biosciences Segment Adjusted Operating EBITDA remained flat on a reported basis at $138 million in the first quarter of 2025 (25.6% of segment sales) and in the comparable 2024 period (26.1% of segment sales). The performance was primarily driven by volume growth and productivity gains, offset by unfavorable exchange rate variations.

Current wording

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

Previous wording

Sales in the first quarter of 2025 decreased $56 million, or 2% on a reported basis, to $2.843 billion compared to $2.899 billion in the 2024 period. On a currency neutral basis, sales in the first quarter of 2025 increased 2% compared to the 2024 period as exchange rate variations had an unfavorable impact on net sales of 4%. The effect of exchange rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to other currencies. On a comparable basis, currency neutral sales increased 3% driven by volume increases across various business lines. Comparable portfolio results exclude the impact of divestitures of the Flavors & Essences UK business (“F&E UK”) and Cosmetic Ingredients business (“change in business portfolio mix due to divestitures”), which was approximately $31 million.

Current wording

Sales for the first six months of 2025 decreased $181 million, or 3% on a reported basis, to $5.607 billion compared to $5.788 billion in the 2024 period. On a currency neutral basis, sales for the first six months of 2025 decreased 1% compared to the 2024 period. Exchange rate variations had a unfavorable impact on net sales in the first six months of 2025 of 2%. The effect of exchange rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to other currencies. In addition, the decrease in sales was primarily driven by the change in business portfolio mix due to divestitures which was approximately $224 million, offset in part by volume increases across various business lines.

Previous wording

Food Ingredients sales in 2025 decreased $60 million, or 7% on a reported basis, to $796 million compared to $856 million in the prior year period. On a currency neutral basis, Food Ingredients sales decreased 4% in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Food Ingredients operating segment was primarily driven by volume decreases within the Protein Solutions business unit.

Current wording

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

Previous wording

Scent sales in 2025 decreased $31 million, or 5% on a reported basis, to $614 million compared to $645 million in the prior year period. On a currency neutral basis, Scent sales remained flat in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. On a comparable basis, currency neutral sales increased 4% driven by volume increases in the Fragrance Compounds business unit. Comparable portfolio results exclude the impact of the divestiture of the Cosmetic Ingredients business with an impact of approximately $27 million.

Current wording

Scent sales in 2025 decreased $31 million, or 2% on a reported basis, to $1.217 billion compared to $1.248 billion in the prior year period. On a currency neutral basis, Scent sales remained flat in 2025 compared to the prior year period as exchange rate variations had an unfavorable impact. Performance in the Scent operating segment was driven by price increases in the Fragrance Compounds business unit and volume increases across all business lines, offset in part by the divestiture of the Cosmetic Ingredients business, with a sales impact of approximately $27 million.

Previous wording

The impairment of goodwill was $1.153 billion in the first quarter of 2025, which was related to the Food Ingredients reporting unit. See Note 11 for additional information.

Current wording

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

Previous wording

We had cash and cash equivalents of $650 million, inclusive of $37 million currently in Assets held for sale on the Consolidated Balance Sheets at March 31, 2025 compared to $471 million, inclusive of $2 million in Assets held for sale on the Consolidated Balance Sheets at December 31, 2024 and, of this balance, a majority was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the United States.

Current wording

We had cash and cash equivalents of $816 million at June 30, 2025 compared to $471 million, inclusive of $2 million in Assets held for sale on the Consolidated Balance Sheets, at December 31, 2024. A portion of this balance was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the United States.

Previous wording

Effective utilization of the cash generated by our international operations is a critical component of our strategy. We regularly repatriate cash from our non-U.S. subsidiaries to fund financial obligations in the U.S. As we repatriate these funds to the U.S., there will be required income taxes payable in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of March 31, 2025, we had a deferred tax liability of approximately $159 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects.

Current wording

Effective utilization of the cash generated by our international operations is a critical component of our strategy. We regularly repatriate cash from our non-U.S. subsidiaries to fund financial obligations in the U.S. As we repatriate these funds to the U.S., there will be required income taxes payable in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of June 30, 2025, we had a deferred tax liability of approximately $151 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects.

Previous wording

Cash flows provided by operating activities for the three months ended March 31, 2025 was $127 million, or 4.5% of sales, compared to $99 million, or 3.4% of sales, for the three months ended March 31, 2024. The increase in cash flows from operating activities during 2025 was primarily driven by the decrease in working capital, largely related to accounts receivable and accounts payable, offset in part by accruals for incentive compensation and inventories, excluding the impact of non-cash adjustments.

Current wording

Cash flows provided by operating activities for the six months ended June 30, 2025 were $368 million, or 6.6% of sales, compared to $336 million, or 5.8% of sales, for the six months ended June 30, 2024. The increase in cash flows from operating activities during 2025 was primarily driven by the decrease in working capital, largely related to accounts receivables and accounts payable, and amounts collected for third parties which will be paid in the following quarter, offset in part by inventories, accruals for incentive compensation and higher cash earnings, excluding the impact of non-cash adjustments.

Previous wording

Cash flows used in investing activities for the three months ended March 31, 2025 was $157 million compared to $78 million in the prior year period. The increase in cash flows used in investing activities was primarily driven by higher spending on property, plant and equipment.

Current wording

Cash flows provided by investing activities for the six months ended June 30, 2025 were $2.541 billion compared to $664 million in the prior year period. The increase in cash flows provided by investing activities during 2025 was primarily driven by higher net proceeds received from the divestitures of the Pharma Solutions disposal group, Nitrocellulose business and the Tobacco Flavoring business in North America, offset in part by higher spending on property, plant and equipment.

Previous wording

We have evaluated and re-prioritized our capital projects and expect that capital spending in 2025 will be approximately 6.5% of sales (net of potential grants and other reimbursements from government authorities), up from 4.0% in 2024.

Current wording

We have evaluated and re-prioritized our capital projects and expect that capital spending in 2025 will be approximately 6.0% of sales (net of potential grants and other reimbursements from government authorities), up from approximately 4.0% in 2024.

Previous wording

Cash Flows Used In Investing Activities

Current wording

Cash Flows Used In Financing Activities

Previous wording

We paid dividends totaling $102 million in the 2025 period. We declared a cash dividend per share of $0.40 in the first quarter of 2025 that was paid on April 11, 2025 to all shareholders of record as of March 21, 2025.

Current wording

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

Previous wording

Our capital allocation strategy is primarily focused on debt repayment to maintain our investment grade rating. We will also prioritize capital investment in our businesses to support the strategic long-term plans. We are also committed to maintaining our history of paying a dividend to investors, determined by our Board of Directors at its discretion, based on various factors.

Current wording

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

Previous wording

Our credit agreements contain various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed money to credit adjusted EBITDA in respect of the previous 12-month period.

Current wording

Our Revolving Credit Agreement contains various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a ratio of net debt to credit adjusted EBITDA in respect of the previous 12-month period. Borrowings under the Revolving Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused borrowings.

Previous wording

As of March 31, 2025, we had no outstanding borrowings under our $2 billion Revolving Credit Facility. The amount that we are able to draw down under the Revolving Credit Facility is limited by financial covenants as described in more detail below. As of March 31, 2025, our available capacity was $711 million under the Revolving Credit Facility.

Current wording

As of June 30, 2025, we had no outstanding borrowings under our $2 billion Revolving Credit Facility. The amount that we are able to draw down under the Revolving Credit Facility is limited by financial covenants as described in more detail below. As of June 30, 2025, our available capacity was $2 billion under the Revolving Credit Facility.

Previous wording

At March 31, 2025, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At March 31, 2025, our net debt to credit adjusted EBITDA(1) ratio was 3.93 to 1.0 as defined by the credit facility agreements, which is below the relevant level provided by our financial covenants of existing outstanding debt.

Current wording

At June 30, 2025, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At June 30, 2025, our net debt to credit adjusted EBITDA(1) ratio was 2.47 to 1.0 as defined by the credit facility agreements, which is below the relevant level provided by our financial covenants of existing outstanding debt.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

As of March 31, 2025, we had $8.515 billion aggregate principal amount outstanding in senior unsecured notes, with $865 million principal amount denominated in EUR and $7.650 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.22% per year to 5.12% per year, with maturities from October 1, 2025 to December 1, 2050. See Note 13 for additional information.

Current wording

As of June 30, 2025, we had $6.140 billion aggregate principal amount outstanding in senior unsecured notes, with $943 million principal amount denominated in EUR and $5.197 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.22% per year to 5.12% per year, with maturities from October 1, 2025 to December 1, 2050. See Note 13 for additional information.

Previous wording

We expect to contribute a total of $5 million to our U.S. pension plans and a total of $17 million to our non-U.S. pension plans during 2025. During the three months ended March 31, 2025, $4 million of contributions were made to the non-U.S. pension plans and $1 million of contributions were made with respect to the non-qualified U.S. pension plan. We also expect to make $4 million of payments to our postretirement benefits other than pension plans during 2025. During the three months ended March 31, 2025, $1 million of benefit payments were made to postretirement benefits other than pension plans.

Current wording

We expect to contribute a total of $5 million to our U.S. pension plans and a total of $15 million to our non-U.S. pension plans during 2025. During the six months ended June 30, 2025, $7 million of contributions were made to the non-U.S. pension plans and $2 million of contributions were made with respect to the non-qualified U.S. pension plans. We also expect to contribute $4 million to our postretirement benefits other than pension plans during 2025. During the six months ended June 30, 2025, $1 million of benefit payments were made to postretirement benefits other than pension plans.

Previous wording

Comparable results for the first quarter exclude the impact of divestitures.

Current wording

Comparable results for the three months and six months ended June 30, 2024 exclude the impact of divestitures.

Previous wording

Adjusted operating EBITDA and adjusted operating EBITDA margin exclude depreciation and amortization, interest expense, other expense, net, and certain non-recurring or unusual items that are not part of recurring operations such as, impairment of goodwill, restructuring and other charges, divestiture and integration related costs, strategic initiatives costs, regulatory costs and other costs that are not related to recurring operations.

Current wording

Adjusted operating EBITDA and adjusted operating EBITDA margin exclude depreciation and amortization, interest expense, other expense, net, and certain non-recurring or unusual items that are not part of recurring operations such as, impairment of goodwill, restructuring and other charges, divestiture and integration related costs, strategic initiatives costs, regulatory costs, gain on debt extinguishment, entity realignment costs and other costs that are not related to recurring operations.

Previous wording

Net debt to credit adjusted EBITDA is the leverage ratio used in our credit agreements and defined as net debt (which is debt for borrowed money less cash and cash equivalents) divided by the trailing 12-month credit adjusted EBITDA. Credit adjusted EBITDA is defined as income (loss) before interest expense, income taxes, depreciation and amortization, specified items and non-cash items.

Current wording

Net debt to credit adjusted EBITDA is the leverage ratio used in our credit agreements and defined as net debt (which is debt less cash and cash equivalents) divided by the trailing 12-month credit adjusted EBITDA. Credit adjusted EBITDA is defined as income (loss) before interest expense, income taxes, depreciation and amortization, specified items and non-cash items.

Previous wording

Statements in this Form 10-Q, which are not historical facts or information, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations, including those concerning (i) expected cash flow and availability of capital resources to fund our operations and meet our debt service requirements; (ii) our ability to execute on our strategic and financial transformation, including the progress and success of our portfolio optimization strategy, through non-core business divestitures and acquisitions, and expectations regarding the implementation of our refreshed growth-focused strategy and expectations around our business divestitures; (iii) our ability to continue to generate value for, and return cash to, our shareholders; (iv) expectations of the impact of inflationary pressures and the pricing actions to offset exposure to such impacts; (v) expectations regarding the impact of government actions including tariffs; (vi) the impact of high input costs, including commodities, raw materials, transportation and energy; (vii) the expected impact of global supply chain challenges; (viii) our ability to enhance our innovation efforts, drive cost efficiencies and execute on specific consumer trends and demands; (ix) the growth potential of the markets in which we operate, including the emerging markets; (x) expectations regarding sales and profit for the fiscal year 2025, including the impact of foreign exchange, pricing actions, raw materials, energy, and sourcing, logistics and manufacturing costs; (xi) the impact of global economic uncertainty and recessionary pressures on demand for consumer products; (xii) the success of our integration efforts, following acquisitions, including the acquisition of Frutarom and the N&B Transaction, and ability to deliver on our synergy commitments as well as future opportunities for the combined company; (xiii) our strategic investments in capacity and increasing inventory to drive improved profitability; (xiv) our ability to drive cost discipline measures and the ability to recover margin to pre-inflation levels; (xv) expected capital expenditures in 2025; and (xvi) the expected costs and benefits of our ongoing optimization of our manufacturing operations, including the expected number of closings. These forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “estimate”, “should”, “predict” and similar terms or variations thereof. Such forward-looking statements are based on a series of expectations, assumptions, estimates and projections about th…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Statements in this Form 10-Q, which are not historical facts or information, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations, including those concerning (i) expected cash flow and availability of capital resources to fund our operations and meet our debt service requirements; (ii) our ability to execute on our strategic and financial transformation, including the progress and success of our portfolio optimization strategy, through non-core business divestitures and acquisitions, and expectations regarding the implementation of our refreshed growth-focused strategy and expectations around our business divestitures; (iii) our ability to continue to generate value for, and return cash to, our shareholders; (iv) expectations of the impact of inflationary pressures and the pricing actions to offset exposure to such impacts; (v) expectations regarding the impact of government actions including tariffs; (vi) the impact of high input costs, including commodities, raw materials, transportation and energy; (vii) the expected impact of global supply chain challenges; (viii) our ability to enhance our innovation efforts, drive cost efficiencies and execute on specific consumer trends and demands; (ix) the growth potential of the markets in which we operate, including the emerging markets; (x) expectations regarding sales and profit for the fiscal year 2025, including the impact of foreign exchange, pricing actions, raw materials, energy, and sourcing, logistics and manufacturing costs; (xi) the impact of global economic uncertainty and recessionary pressures on demand for consumer products; (xii) the success of our integration efforts, following acquisitions, including the acquisition of Frutarom and the N&B Transaction, and ability to deliver on our synergy commitments as well as future opportunities for the combined company; (xiii)