INTERNATIONAL FLAVORS & FRAGRANCES INC
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0000051253-26-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0000051253-26-000030
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 131 previous paragraphs and 187 current paragraphs.
76 unchanged; 40 reworded; 53 added; 14 removed; 1 previous and 18 current paragraphs rearranged.
Tables are not compared: 8 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (53)
Current report
On May 29, 2026, we announced that we entered into a definitive agreement to divest our Food Ingredients disposal group. We determined that the held for sale and discontinued operations criteria have been met during the second quarter of 2026 and the Company has classified the results of operations of its Food Ingredients disposal group, as well as the results of the SCL disposal group, as discontinued operations. Our Food Ingredients disposal group consists of a diversified portfolio across natural, artificial and plant-based specialty food ingredients that provide functional properties solutions for food and beverage products, as well as specialty soy protein with value-added formulations, emulsifiers and sweeteners.
Current report
Financial Performance Overview of Continuing Operations
Current report
RESULTS OF CONTINUING OPERATIONS
Current report
The Company completed the divestiture of the Pharma Solutions disposal group on May 1, 2025, and the Nitrocellulose business on May 9, 2025. Accordingly, there were no Pharma Solutions segment results reported for the second quarter of 2026.
Current report
Cost of sales increased $6 million to $1.101 billion (56.3% of sales) in the second quarter of 2026 compared to $1.095 billion (57.1% of sales) in the second quarter of 2025. The increase in cost of sales was primarily driven by volume increases offset in part by the impact of divestitures of approximately $69 million and the benefit of tariff refunds recognized during the quarter.
Current report
R&D expenses were flat at $170 million in the second quarter of 2026 (8.7% of sales) and in the second quarter of 2025 (8.9% of sales).
Current report
Amortization expenses were flat at $82 million in the second quarter of 2026 and 2025. See Note 12 for additional information.
Current report
Gain on Extinguishment of Debt
Current report
Gain on extinguishment of debt was $488 million in the second quarter of 2025 due to the repurchase of approximately $2.5 billion of notes for approximately $2.0 billion in cash, using the proceeds from the divestitures. See Note 14 for additional information.
Current report
Losses on business disposals was $1 million in the second quarter of 2026 compared to $111 million in the second quarter of 2025. The net loss in 2025 was primarily driven by the Pharma Solutions disposal group and Nitrocellulose business divestitures. See Note 4 for additional information.
Current report
There was a $27 million loss on assets classified as held for sale in the second quarter of 2026 related to the CitraSource business. See Note 4 for additional information.
Current report
Other expense, net, remained flat at $20 million in the second quarter of 2026 and 2025. See Note 9 for additional information.
Current report
Segment Adjusted Operating EBITDA Results by Business Unit
Current report
Health & Biosciences Segment Adjusted Operating EBITDA increased $11 million, or 8% on a reported basis, to $150 million in the second quarter of 2026 (25.0% of segment sales) from $139 million in the comparable 2025 period (24.9% of segment sales). On a comparable currency neutral basis, Health & Biosciences Segment Adjusted Operating EBITDA increased 6% in 2026 compared to the prior year period driven by volume growth and favorable net pricing.
Current report
Scent Segment Adjusted Operating EBITDA increased $13 million, or 11% on a reported basis, to $134 million in the second quarter of 2026 (20.2% of segment sales) from $121 million (20.1% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Scent Segment Adjusted Operating EBITDA increased 5% in 2026 compared to the prior year period led primarily by volume growth and favorable net pricing.
Current report
The Company completed the divestiture of the Pharma Solutions disposal group on May 1, 2025, and the Nitrocellulose business on May 9, 2025. Accordingly, there were no Pharma Solutions segment results reported for the second quarter of 2026.
Current report
FIRST SIX MONTHS 2026 IN COMPARISON TO FIRST SIX MONTHS 2025
Current report
Sales
Current report
Sales Performance by Segment
Current report
Taste
Current report
Health & Biosciences
Current report
Health & Biosciences sales in 2026 increased $97 million, or 9% on a reported basis, to $1.176 billion compared to $1.079 billion in the prior year period. On a comparable currency neutral basis, Health & Biosciences sales increased 5% in 2026 compared to the prior year period driven by volume increases. Exchange rate variations had a favorable impact of 4%.
Current report
Scent
Current report
Scent sales in 2026 increased $99 million, or 8% on a reported basis, to $1.316 billion compared to $1.217 billion in the prior year period. On a comparable currency neutral basis, Scent sales increased 5% in 2026 compared to the prior year period driven by volume increases in the Fragrance Compounds business unit, partially offset by decreases across other business units. Exchange rate variations had a favorable impact of 3%.
Current report
Pharma Solutions
Current report
The Company completed the divestiture of the Pharma Solutions disposal group on May 1, 2025, and the Nitrocellulose business on May 9, 2025. Accordingly, there were no Pharma Solutions segment results reported for the first six months of 2026.
Current report
Cost of sales
Current report
Cost of sales decreased $115 million to $2.178 billion (56.4% of sales) in the first six months of 2026 compared to $2.293 billion (57.8% of sales) in the 2025 period. The decrease in cost of sales was primarily driven by the impact of divestitures of approximately $250 million and the benefit of tariff refunds recognized during the period, partially offsetin part by volume increases in sales.
Current report
S&A expenses decreased $28 million to $771 million (20.0% of sales) in the first six months of 2026 compared to $799 million (20.1% of sales) in the 2025 period. The decrease in S&A expenses was primarily driven by lower consulting fees incurred in relation to business divestitures, and impact of divestitures of approximately $24 million, offset by an increase in incentive compensation expense and regulatory costs.
Current report
Amortization of Acquisition-Related Intangibles
Current report
The impairment of goodwill of $34 million in the 2025 period represents the impairment of goodwill attributable to the portion of the Food Ingredients reporting unit that is not included within the Food Ingredients or SCL disposal groups. See Note 7 for additional information.
Current report
Restructuring and Other Charges
Current report
Restructuring and other charges decreased to $10 million in the first six months of 2026 compared to $35 million in the 2025 period. The decrease was driven by higher severance costs incurred as part of the IFF Productivity Program in 2025. See Note 5 for additional information.
Current report
Interest Expense
Current report
Gain on Extinguishment of Debt
Current report
Gain on extinguishment of debt was $488 million in the first six months of 2025 due to the repurchase of approximately $2.5 billion of notes for approximately $2.0 billion in cash, using the proceeds from the divestitures. See Note 14 for additional information.
Current report
Losses on Business Disposals
Current report
Losses on business disposals was $1 million in the first six months of 2026 compared to $111 million in the 2025 period. The net loss in 2025 was primarily driven by the Pharma Solutions disposal group and Nitrocellulose business divestitures. See Note 4 for additional information.
Current report
There was a $27 million loss on assets classified as held for sale in the first six months of 2026 related to the CitraSource business. See Note 4 for additional information.
Current report
Other Expense, Net
Showing the first 40 of 53 passages. Open the source sections for the rest.
Removed paragraphs (14)
Previous report
Our Food Ingredients segment consists of a diversified portfolio across natural, artificial and plant-based specialty food ingredients that provide functional properties solutions for food and beverage products, as well as specialty soy protein with value-added formulations, emulsifiers and sweeteners. Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives. Food Ingredients also includes savory solutions (such as spices, marinades, and mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).
Previous report
Financial Performance Overview
Previous report
RESULTS OF OPERATIONS
Previous report
Food Ingredients
Previous report
The Company completed the divestiture of the Pharma Solutions disposal group on May 1, 2025, and the Nitrocellulose business on May 9, 2025. Accordingly, there were no Pharma Solutions segment results reported for the first quarter of 2026.
Previous report
Cost of sales decreased $85 million to $1.723 billion (62.9% of sales) in the first quarter of 2026 compared to $1.808 billion (63.6% of sales) in thefirst quarter of 2025. The decrease in cost of goods sold was primarily driven by divestitures, with an impact of approximately $202 million, offset in part by volume increases in sales.
Previous report
There was no impairment of goodwill in the first quarter of 2026 compared to $1.153 billion in the first quarter of 2025, which was related to the Food Ingredients reporting unit. See Note 11 for additional information.
Previous report
Losses on business disposals were $7 million in the first quarter of 2026. The loss in 2026 was due to the SCL disposal group business divestiture. See Note 3 for additional information.
Previous report
Segment Adjusted Operating EBITDA Results
Previous report
Food Ingredients Segment Adjusted Operating EBITDA
Previous report
Food Ingredients Segment Adjusted Operating EBITDA increased $3 million, or 3% on a reported basis, to $114 million in the first quarter of 2026 (13.6% of segment sales) from $111 million (13.9% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Food Ingredients Adjusted Operating EBITDA increased 12% in 2026 comp ared to the prior year primarily driven by volume growth and productivity gains.
Previous report
Health & Biosciences Segment Adjusted Operating EBITDA increased $15 million, or 11% on a reported basis, to$153 million in the first quarter of 2026 (25.7% of segment sales) from $138 million (25.6% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Health & Biosciences Adjusted Operating EBITDA increased 7% in 2026. The performance was primarily driven by volume growth and productivity gains.
Previous report
Scent Segment Adjusted Operating EBITDA increased $4 million, or 3% on a reported basis, to $148 million in the first quarter of 2026 (22.7% of segment sales) from $144 million (23.5% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Scent Segment Adjusted Operating EBITDA decreased 2% in 2026 compared to the prior year period as unfavorable net pricing more than offset volume increases in the Fragrance Compounds business unit and productivity gains.
Previous report
The Company completed the divestiture of its Pharma Solutions business on May 1, 2025, and its Nitrocellulose business on May 9, 2025. Accordingly, there are no Pharma Solutions segment results reported for the first quarter of 2026.
Reworded paragraphs (40)
Previous wording
We are organized into four reportable operating segments: Taste, Food Ingredients, Health & Biosciences, and Scent.
Current wording
We are organized into three reportable operating segments: Taste, Health & Biosciences, and Scent.
Previous wording
Sales in the first quarter of 2026 decreased$102 million, or 4% on a reported basis, to$2.741 billion compared to $2.843 billion in the 2025 period. On a comparable currency neutral basis, sales in the first quarter of 2026 increased 3% compared to the 2025 period. Exchange rate variations had a favorable impact on net sales of 4%. The effect of exchange rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to other currencies. Comparable portfolio results exclude the impact of divestitures of Soy Crush, Concentrates, and Lecithin business (the “SCL disposal group”), the Rene Laurent business in France, and the Pharma Solutions disposal group and Nitrocellulose business, which was approximately $289 million.
Current wording
Sales in the second quarter of 2026 increased $35 million, or 2% on a reported basis, to $1.954 billion compared to $1.919 billion in the 2025 period. On a comparable currency neutral basis, sales in the second quarter of 2026 increased 6% compared to the 2025 period. Exchange rate variations had a favorable impact 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. Comparable portfolio results exclude divestiture impacts of approximately $107 million from the sale of the Pharma Solutions disposal group, the Nitrocellulose disposal group and Rene Laurent business in France.
Previous wording
Gross profit in the first quarter of 2026 decreased$17 million, or 2% on a reported basis, to$1.018 billion (37.1% of sales) compared to $1,035 million (36.4% of sales) in the 2025 period. The decrease in gross profit was primarily driven by the impacts of divestitures of $87 million, offset in part by the effect of exchange rates, volume increases and productivity gains.
Current wording
Gross profit in the second quarter of 2026 increased $29 million, or 4%, to $853 million (43.7% of sales) compared to $824 million (42.9% of sales) in the 2025 period. The increase in gross profit was primarily driven by volume increases and productivity gains and the benefit of tariff refunds received and recognized during the quarter offset in part by the change in business portfolio mix due to divestitures.
Previous wording
FIRST QUARTER 2026 IN COMPARISON TO FIRST QUARTER 2025
Current wording
SECOND QUARTER 2026 IN COMPARISON TO SECOND QUARTER 2025
Previous wording
(1)Impact of business divestitures in 2025 includes results of the Rene Laurent business (divested December 1, 2025), the Pharma Solutions disposal group and Nitrocellulose business (divested May 1, 2025 and May 9, 2025, respectively), and the SCL disposal group (divested March 2, 2026).
Current wording
(1)Impact of business divestitures in 2025 includes results of the Rene Laurent business (divested December 1, 2025), and the Pharma Solutions disposal group and Nitrocellulose business (divested May 1, 2025 and May 9, 2025, respectively).
Previous wording
Taste sales in 2026 increased$29 million, or 5% on a reported basis, to $656 million compared to $627 million in the prior year period. On a comparable currency neutral basis, Taste sales increased 2% in 2026 compared to the prior year period primarily driven byvolume increases and favorable net pricing in the Flavors business unit. Exchange rate variations had a favorable impact of 4%. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with an impact of approximately$6 million.
Current wording
Taste sales in 2026 increased $34 million, or 5% on a reported basis, to $688 million compared to $654 million in the prior year period. On a comparable currency neutral basis, Taste sales increased 4% in 2026 compared to the prior year period primarily driven by volume and price increases in the Flavors business unit. Exchange rate variations had a favorable impact of 1%. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with a sales impact of approximately$4 million.
Previous wording
Health & Biosciences sales in 2026 increased $55 million, or 10% on a reported basis, to $595 million compared to $540 million in the prior year period. On a comparable currency neutral basis, Health & Biosciences sales increased 5% in 2026 compared to the prior year period driven by volume increases across various business units. Exchange rate variations had a favorable impact of 5%.
Current wording
Health & Biosciences sales in 2026 increased $42 million, or 8% on a reported basis, to $601 million compared to $559 million in the prior year period. On a comparable currency neutral basis, Health & Biosciences sales increased 5% in 2026 compared to the prior year period primarily driven by volume increases across various business units. Exchange rate variations had a favorable impact of 3%.
Previous wording
Scent sales in 2026 increased $37 million, or 6% on a reported basis, to $651 million compared to $614 million in the prior year period. On a comparable currency neutral basis, Scent sales increased 1% in 2026 compared to the prior year period primarily driven by volume increases in Fragrance Compounds. Exchange rate variations had a favorable impact of 5%.
Current wording
Scent sales in 2026 increased $62 million, or 10% on a reported basis, to $665 million compared to $603 million in the prior year period. On a comparable currency neutral basis, Scent sales increased 8% in 2026 compared to the prior year period primarily driven by volume increases in Fragrance Compounds, partially offset by volume decreases in Fragrance Ingredients. Exchange rate variations had a favorable impact of 2%.
Previous wording
S&A expenses decr eased $34 million to $427 million (15.6% of sales) in the first quarter of 2026 compared to $461 million (16.2% of sales) in thefirst quarter of 2025. The decrease in S&A expenses was primarily driven by lower consulting fees incurred in relation to business divestitures.
Current wording
S&A expenses increased $28 million to $437 million (22.4% of sales) in the second quarter of 2026 compared to $409 million (21.3% of sales) in the second quarter of 2025. The increase in S&A expenses was primarily driven by higher incentive compensation expense and regulatory costs, partially offset by lower consulting fees incurred in relation to business divestitures.
Previous wording
Restructuring and other charges decreased to$6 million in the first quarter of 2026 compared to $17 million in the first quarter of 2025. The decrease in 2026 was driven by a decrease in severance expense. Higher severance costs were incurred in the first quarter of 2025 at the beginning of the Productivity program. See Note 4 for additional information.
Current wording
Restructuring and other charges decreased to $6 million in the second quarter of 2026 compared to $20 million in the second quarter of 2025. The decrease was primarily driven by lower severance expense. Higher severance costs were incurred in 2025 at the beginning of the Productivity program. See Note 5 for additional information.
Previous wording
Interest expense decreased to$44 million in the first quarter of 2026 compared to $71 million in the first quarter of 2025. The decrease in interest expense was due to lower debt outstanding. See Note 13 for additional information.
Current wording
Interest expense decreased to $46 million in the second quarter of 2026 compared to $61 million in the second quarter of 2025. The decrease in interest expense was due to lower debt outstanding. See Note 14 for additional information.
Previous wording
The effective tax rate for the three months ended March 31, 2026 was 18.7% compared to (2.3)% for the three months ended March 31, 2025. The quarter-over-quarter increase was primarily due to a goodwill impairment charge in the prior year, the entity realignment project, business divestitures and the mix of earnings.
Current wording
The effective tax rate for the three months ended June 30, 2026 increased to 48.4% compared to (25.6)% for the three months ended June 30, 2025. The increase was primarily driven by increased non-deductible regulatory costs, the entity realignment project in 2025, business divestitures and changes in the mix of earnings.
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
(1)Refer to Note 6 for a reconciliation of Adjusted Operating EBITDA to Income (Loss) Before Taxes.
Current wording
(1)Refer to Note 7 for a reconciliation of Adjusted Operating EBITDA to Income (Loss) Before Taxes from continuing operations.
Previous wording
Following the completed divestitures of the Pharma Solutions group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, we retrospectively reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Food Ingredients, Health & Biosciences, and Scent segments for comparability purposes.
Current wording
Following the completed divestitures of the Pharma Solutions disposal group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, the Company reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Health & Biosciences, and Scent segments for comparability purposes.
Previous wording
Taste Segment Adjusted Operating EBITDA increased $22 million, or 17% on a reported basis, to $153 million in the first quarter of 2026 (23.3% of segment sales) from $131 million (20.9% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Taste Segment Adjusted Operating EBITDA increased 18% in 2026 compared to the prior year period led primarily by volume increases and productivity gains. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with an impact of approximately $3 million.
Current wording
Taste Segment Adjusted Operating EBITDA increased $7 million, or 6% on a reported basis, to $124 million in the second quarter of 2026 (18.0% of segment sales) from $117 million (17.9% of segment sales) in the comparable 2025 period. On a comparable currency neutral basis, Taste Segment Adjusted Operating EBITDA increased 6% in 2026 compared to the prior year period led primarily by volume growth and favorable net pricing.
Previous wording
Food Ingredients sales in 2026 increased $43 million, or 5% on a reported basis, to $839 million compared to $796 million in the prior year period. On a comparable currency neutral basis, Food Ingredients sales increased 3% in 2026 compared to the prior year period primarily driven by volume increases across nearly all business entities. Exchange rate variations had a favorable impact of 4%. Comparable portfolio results exclude the impact of the divestiture of the SCL disposal group with an impact of approximately$17 million.
Current wording
Taste sales in 2026 increased $64 million, or 5% on a reported basis, to $1.368 billion compared to $1.304 billion in the prior year period. On a comparable currency neutral basis, Taste sales increased 3% in 2026 compared to the prior year period. Exchange rate variations had a favorable impact of 2%. Comparable portfolio results exclude the impact of the divestiture of the Rene Laurent business with a sales impact of approximately$10 million.
Previous wording
R&D expenses increased $2 million to $166 million (6.1% of sales) in the first quarter of 2026 compared to $164 million (5.8% of sales) in the first quarter of 2025. The increase in R&D expenses was primarily driven by an increase in employee related costs and operating expenses for R&D related activities, offset by divestitures, with an impact of approximately $5 million.
Current wording
R&D expenses decreased $1 million to $324 million (8.4% of sales) in the first six months of 2026 compared to $325 million (8.2% of sales) in the 2025 period. The decrease in R&D expenses was primarily driven by the impact of divestitures of approximately $9 million, offset by an increase in employee related costs and operating expenses for R&D related activities.
Previous wording
Amortization expenses increased to$146 million in the first quarter of 2026 compared to $143 million in the first quarter of 2025. The increase in amortization expense was primarily driven by the impact of foreign currency exchange rates. See Note 11 for additional information.
Current wording
Amortization expenses increased to $166 million in the first six months of 2026 compared to $162 million in the 2025 period. The increase in amortization expense was primarily driven by the impact of foreign currency exchange rates. See Note 12 for additional information.
Previous wording
Other expense, net, was$13 million in the first quarter of 2026 compared to $20 million in the first quarter of 2025. The decrease of$7 million was primarily due to lower foreign exchange losses. See Note 8 for additional information.
Current wording
Other expense, net, was $33 million in the first six months of 2026 compared to $39 million in the 2025 period. The decrease was primarily due to decreased foreign exchange losses, partially offset by increased pension-related benefit. See Note 9 for additional information.
Previous wording
We had cash and cash equivalents of $562 million on the Consolidated Balance Sheets at March 31, 2026 compared to $590 million on the Consolidated Balance Sheets at December 31, 2025 and, of this balance, a majority was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the United States.
Current wording
We had cash and cash equivalents of $569 million at June 30, 2026 compared to $590 million on the Consolidated Balance Sheets, at December 31, 2025. 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, 2026, we had a deferred tax liability of approximately $176 million for the effect of repatriating the funds to the U.S., attributable to various non-U.S. subsidiaries. There is no deferred tax liability associated with non-U.S. subsidiaries where we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects.
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, 2026, we had a deferred tax liability of approximately $150 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, 2026 was $257 million, or 9.4% of sales, compared to $127 million, or 4.5% of sales, for the three months ended March 31, 2025. The increase in cash flows from operating activities during 2026 was primarily driven by a smaller incentive compensation payout made in 2026 related to 2025 results compared to the prior year, and an increase in inventories in the prior year.
Current wording
Cash flows provided by operating activities for the six months ended June 30, 2026 were $679 million, compared to $368 million for the six months ended June 30, 2025. The increase in cash flows from operating activities during 2026 was primarily driven by the decrease in working capital, largely related to inventories, accounts payables and a smaller incentive compensation payout made in 2026 related to 2025 results compared to the prior year, partially offset by an increase in accounts receivable in the current year.
Previous wording
Cash Flows Used In (Provided By) Financing Activities
Current wording
Cash Flows (Used In) Provided By Investing Activities
Previous wording
Cash flows provided by investing activities for the three months ended March 31, 2026 was $23 million compared to cash flows used in investing activities of $157 million in the prior year period. The increase in cash flows provided by investing activities was primarily driven by net proceeds received from business divestitures of $198 million during the three months ended March 31, 2026, including $105 million received from the divestiture of the SCL disposal group and $93 million received primarily from an earnout based on 2024 results in connection with the divestiture of the Pharma Solutions disposal group.
Current wording
Cash flows used in investing activities for the six months ended June 30, 2026 were $133 million, compared to cash flows provided by investing activities of $2.541 billion in the prior year period. Cash flows provided by investing activities during 2025 were primarily comprised of net proceeds of $2.707 billion received in the prior year period from the divestitures of the Pharma Solutions disposal group, the Nitrocellulose business and the Tobacco Flavoring business in North America. Investing cash outflows in the current year were primarily driven by $301 million of additions to property, plant and equipment, partially offset by $201 million of net proceeds from the divestiture of the SCL disposal group and the collection of an earnout related to the prior year divestiture of the Pharma Solutions disposal group.
Previous wording
We have evaluated and re-prioritized our capital projects and expect that capital spending in 2026 will be approximately 6% of sales (net of potential grants and other reimbursements from government authorities), up from 5.5% in 2025.
Current wording
We have evaluated and re-prioritized our capital projects and expect that capital spending in 2026 will be approximately 6.0% of total company sales (net of potential grants and other reimbursements from government authorities), up from approximately 5.5% in 2025.
Previous wording
Cash flows used in financing activities for the three months ended March 31, 2026 was $301 million compared to cash flows provided by financing activities of $169 million in the prior year period. The increase in cash flows used in financing activities was primarily driven by an increase in net repayments of commercial paper during the three months ended March 31, 2026, compared to net borrowings of commercial paper during the three months ended March 31, 2025. In addition, during 2026, we repurchased $35 million of common stock, as part of the share repurchase program that began on October 1, 2025.
Current wording
Cash flows used in financing activities for the six months ended June 30, 2026 were $565 million, compared to $2.654 billion in the prior year period. The decrease in cash flows used in financing activities was primarily driven by the Company’s prior year purchase for cash of certain of its outstanding series of Senior Notes for an aggregate purchase price, excluding accrued and unpaid interest, of $2.0 billion. This decrease was partially offset by increased net repayments of commercial paper of $264 million during the six months ended June 30, 2026, in addition to $71 million of common stock repurchases under the share repurchase program that began on October 1, 2025.
Previous wording
We paid dividends totaling $102 million in each of the three months ended March 31, 2025 and 2026. We declared a cash dividend per share of $0.40 in the first quarter of 2026 that was paid on April 10, 2026 to all shareholders of record as of March 20, 2026.
Current wording
We paid dividends totaling $204 million in the 2026 period. We declared a cash dividend per share of $0.40 in the second quarter of 2026 that was paid on July 10, 2026 to all shareholders of record as of June 18, 2026.
Previous wording
The Revolving Credit Agreement states that from the effective date through September 30, 2025, our net debt to credit adjusted EBITDA ratio shall not exceed 4.00x, and shall not exceed 3.75x thereafter, with a temporary step-up to 4.25x permitted for three fiscal quarters following an acquisition exceeding $500 million in paid consideration.
Current wording
The Fourth Amended and Restated Credit Agreement states that from the effective date through September 30, 2025, our net debt to credit adjusted EBITDA ratio shall not exceed 4.00x, and shall not exceed 3.75x thereafter, with a temporary step-up to 4.25x permitted for three fiscal quarters following an acquisition exceeding $500 million in paid consideration.
Previous wording
As of March 31, 2026, we had no outstanding borrowings under our $2 billion Revolving Credit Facility. The amount that we are able to draw down under the Revolving Credit Facility is limited by financial covenants as described in more detail below. As of March 31, 2026, our available capacity was$2 billion under the Revolving Credit Facility.
Current wording
As of June 30, 2026, we had no outstanding borrowings under our $2 billion Revolving Credit Facility. The amount that we are able to draw down under the Revolving Credit Facility is limited by financial covenants as described in more detail below. As of June 30, 2026, our available capacity was $2 billion under the Revolving Credit Facility.
Previous wording
At March 31, 2026, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At March 31, 2026, our net debt to credit adjusted EBITDA(1) ratio was 2.53 to 1.0 as defined by the credit facility agreements, which is below the relevant level provided by our financial covenants of existing outstanding debt.
Current wording
At June 30, 2026, we were in compliance with all financial and other covenants, including the net debt to credit adjusted EBITDA(1) ratio. At June 30, 2026, our net debt to credit adjusted EBITDA(1) ratio was 2.51 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)Credit adjusted EBITDA and net debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to credit adjusted EBITDA and net debt used by other companies. Reconciliations of credit adjusted EBITDA to net loss and net debt to total debt are as follows:
Current wording
(1)Credit adjusted EBITDA and net debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to credit adjusted EBITDA and net debt used by other companies. Reconciliations of credit adjusted EBITDA to net income and of net debt to total debt are as follows:
Previous wording
(1)Specified items consisted of restructuring and other charges, divestiture costs, strategic initiatives costs, regulatory costs, gain on debt extinguishment, and other costs that are not related to recurring operations.
Current wording
(1)Specified items consisted of restructuring and other charges, impairment of goodwill, divestiture costs, strategic initiative 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 on business disposals, loss on assets classified as held for sale, 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, 2026, we had $5.621 billion aggregate principal amount outstanding in senior unsecured notes, with $924 million principal amount denominated in EUR and $4.697 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.56% per year to 5.12% per year, with maturities from September 25, 2026 to December 1, 2050. See Note 13 for additional information.
Current wording
As of June 30, 2026, we had $5.611 billion aggregate principal amount outstanding in senior unsecured notes, with $914 million principal amount denominated in EUR and $4.697 billion principal amount denominated in USD. The notes bear effective interest rates ranging from 1.56% per year to 5.12% per year, with maturities from September 25, 2026 to December 1, 2050. See Note 14 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 2026. During the three months ended March 31, 2026, $4 million of contributions were made to the non-U.S. pension plans and $1 million of contributions were made with respect to the non-qualified U.S. pension plan. We also expect to make $4 million of payments to our postretirement benefits other than pension plans during 2026. During the three months ended March 31, 2026, $2 million of benefit payments were made to postretirement benefits other than pension plans.
Current wording
On a total Company basis, we expect to contribute a total of $5 million to our U.S. pension plans and a total of $17 million to our non-U.S. pension plans during 2026. During the six months ended June 30, 2026, $8 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 2026. During the six months ended June 30, 2026, $2 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 second quarter and first six months of 2026 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 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, losses (gains) on business disposals, loss on assets classified as held for sale, divestiture costs, strategic initiative costs, regulatory costs, gain on debt extinguishment, and other costs that are not related to recurring operations.
Previous wording
This Form 10-Q includes statements that are not historical facts and are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations, including with respect to our financial and operational outlook (sales, adjusted operating EBITDA and cash flow), portfolio optimization initiatives (including the ongoing sale process for our Food Ingredients division), pricing, productivity and cost-discipline actions, capital allocation, future operations, growth potential, strategic investments and the expected effects of foreign exchange. These statements reflect management’s present views, are based on a series of expectations, assumptions estimates and projections about the Company, are subject to change, and involve uncertainties that could cause actual results to differ materially. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “will”, “would”, “estimate”, “should”, “predict”, “plan”, “project”, “could”, “potential”, “seek”, “target”, “continue”, “future”, and similar terms or variations thereof. These statements are not guarantees of future performance and are subject to risks and uncertainties that could lead to materially different outcomes. Such risks, uncertainties and other factors include, among others, the following:
Current wording
This Form 10-Q includes statements that are not historical facts and are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current assumptions, estimates and expectations, including with respect to our financial and operational outlook (sales, adjusted operating EBITDA and cash flow), portfolio optimization initiatives (including the pending divestiture of the Food Ingredients disposal group), pricing, productivity and cost-discipline actions, capital allocation, future operations, growth potential, strategic investments and the expected effects of foreign exchange. These statements reflect management’s present views, are based on a series of expectations, assumptions, estimates and projections about the Company, are subject to change, and involve uncertainties that could cause actual results to differ materially. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “intend”, “outlook”, “may”, “will”, “would”, “estimate”, “should”, “predict”, “plan”, “project”, “could”, “potential”, “seek”, “target”, “continue”, “future”, and similar terms or variations thereof. These statements are not guarantees of future performance and are subject to risks and uncertainties that could lead to materially different outcomes. Such risks, uncertainties and other factors include, among others, the following:
Previous wording
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. Important factors are described under “Risk Factors” of our 2025 Form 10-K and in our subsequent filings with the SEC.
Current wording
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. Important factors are described under “Risk Factors” in our 2025 Form 10-K and in our subsequent filings with the SEC.
Rearranged current paragraphs (18)
Current report — wording carried from elsewhere
Loss on Assets Classified as Held for Sale
Current report — wording carried from elsewhere
Sales for the first six months of 2026 decreased $109 million, or 3% on a reported basis, to $3.860 billion compared to $3.969 billion in the 2025 period. On a comparable currency neutral basis, sales for the first six months of 2026 increased 4% compared to the 2025 period. Exchange rate variations had a favorable impact on net sales in the first six months of 2026 of 3%. The effect of exchange rates can vary by business and region, depending upon the mix of sales priced in U.S. dollars as compared to other currencies. Comparable portfolio results exclude the impact of divestitures which was approximately $379 million.
Current report — wording carried from elsewhere
Comparable currency neutral reported performance by segment was as follows:
Current report — wording carried from elsewhere
(1)Impact of business divestitures in 2025 includes results of the Rene Laurent business (divested December 1, 2025), and the Pharma Solutions disposal group and Nitrocellulose business (divested May 1, 2025 and May 9, 2025, respectively).
Current report — wording carried from elsewhere
(2)Currency neutral sales are calculated by translating current year invoiced sale amounts at the exchange rates for the corresponding prior year period.
Current report — wording carried from elsewhere
Research and Development (“R&D”) Expenses
Current report — wording carried from elsewhere
Selling and Administrative (“S&A”) Expenses
Current report — wording carried from elsewhere
Interest expense decreased to $90 million in the first six months of 2026 compared to $132 million in the 2025 period. The decrease in interest expense was due to lower debt outstanding. See Note 14 for additional information.
Current report — wording carried from elsewhere
Loss on Assets Classified as Held for Sale
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Adjusted Operating EBITDA performance by segment was as follows:
Current report — wording carried from elsewhere
(1)Refer to Note 7 for a reconciliation of Adjusted Operating EBITDA to Income (Loss) Before Taxes from continuing operations.
Current report — wording carried from elsewhere
(2)Comparable portfolio results for 2025 exclude the impact of divestitures.
Current report — wording carried from elsewhere
(3)Currency neutral amounts are calculated by translating current year transaction amounts at the exchange rates for the corresponding prior year period.
Current report — wording carried from elsewhere
Following the completed divestitures of the Pharma Solutions disposal group on May 1, 2025 and the Nitrocellulose business on May 9, 2025, the Company reallocated certain corporate costs previously attributed to the Pharma Solutions segment. These costs have been redistributed across the Taste, Health & Biosciences, and Scent segments for comparability purposes.
Current report — wording carried from elsewhere
Health & Biosciences Segment Adjusted Operating EBITDA
Current report — wording carried from elsewhere
Pharma Solutions Segment Adjusted Operating EBITDA
Current report — wording carried from elsewhere
Cash Flows Used In Financing Activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Cash Flows Provided By (Used in) Investing Activities