AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Patented products and protected process know-how establish differentiation, supported by commercial growth. Their economic contribution and superiority over alternatives remain unquantified.
durability · 2/4 · Continued production of polymers introduced in 2023 supports persistence, but constant innovation and limited trade-secret exclusivity require renewal. Patent lives and long-run protected returns are missing.
customer dependency · 2/4 · Growth in functional biotechnology products and flavors supports customer value indirectly. Discretionary orders and rebate demands show substantial buyer power; contractual lock-in and switching costs are unproven.
erosion resilience · 2/4 · Continuing-business growth and sustained R&D investment support resilience, but Fragrance Ingredients volumes declined and competition includes customers developing alternatives. Historical impairments show portfolio weakness without proving erosion throughout today's continuing businesses.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Reported 2024 Scent growth combined price increases with volume growth; 2025 results included favorable net pricing; second-quarter 2026 Taste again combined price and volume increases. This demonstrates realized pricing across several periods, although separate price contributions and portfolio-wide persistence are unavailable.
retention · 2/4 · Volume growth alongside Taste price increases and broader Health & Biosciences demand provides indirect retention evidence. It cannot distinguish existing-customer repeat purchases from new wins, and Fragrance Ingredients volumes declined while customers retain order discretion.
margin resilience · 2/4 · Continuing-operations gross and operating margins improved in first-half 2026. Earlier improvements also reflected lower input costs, productivity and portfolio changes, while 2023 suffered adverse absorption and an inventory write-down. Resilience is mixed and cannot be attributed solely to pricing.
contractual freedom · 1/4 · Customers can cancel, reduce or postpone orders on short notice, and supplier-list inclusion requires favorable terms such as rebates. These disclosed terms weaken IFF's bargaining freedom; detailed pricing clauses are unavailable.
Predictability81
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 5.53
- Positive FCF years (%)
- 80.00
- FCF margin volatility (pp)
- 3.66
Financial strength13
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 0.00
- currentRatioGrade
- 53.79
- Debt / FCF (x)
- 23.41
- Interest coverage (x)
- -1.67
- Current ratio (x)
- 1.42
Capital allocation49
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- -2.21
- 3-year average dilution (%)
- 0.13
- 3-year average SBC / revenue (%)
- 0.68
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual debt purchases, commercial paper repayments and capital investment support improved discipline, with covenant leverage at 2.51 times in June 2026. Large historical impairments temper that record. The enlarged buyback authorization remains a commitment whose full execution and returns are unproven.
incentive alignment · 3/4 · ROIC and relative TSR conditions were implemented, and the completed 2023 LTIP cycle paid zero after minimum criteria were missed. Erroneous prior awards triggered a quantified recovery determination and issued notices, demonstrating consequences beyond policy language. Completed recovery and actual executive ownership are not established.
execution · 2/4 · Reported growth, improved continuing operating profit and debt reduction demonstrate recent progress. This operating evidence is indirect evidence of management effectiveness, tempered by impairments and accounting revisions. The Food Ingredients agreement establishes a transaction milestone rather than completed sale execution.
governance · 2/4 · Independent oversight arrangements and issued clawback notices support accountability. Accounting errors and the paid settlement concerning deleted investigation messages show realized shortcomings. DOJ closure is favorable, but other investigations remain unresolved and do not establish misconduct by themselves; management assessed prior-period errors as immaterial to those periods.
Evidence
The business also produces patented enzymatic polymers that are renewable, biodegradable alternatives to functional ingredients used in home cleaning and beauty care products.
Business / Health & Biosciences / patented enzymatic polymers · Filed 27/02/2026
We often rely on trade secrets to protect our products, manufacturing processes, extract methodologies and other processes, as this does not require us to publicly file information regarding our intellectual property.
Risk factors / protection of products and manufacturing processes through trade secrets · Filed 27/02/2026
In 2023, we introduced patented enzymatic polymers that are renewable, biodegradable alternatives to functional ingredients used in home cleaning and beauty care products.
Business / introduction of patented enzymatic polymers in 2023 · Filed 28/02/2024
Our Health & Biosciences segment consists of the development and production of an advanced biotechnology-derived portfolio of enzymes, food cultures, probiotics and specialty ingredients for food and non-food applications.
MD&A / Health & Biosciences biotechnology-derived portfolio · Filed 04/08/2026
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.
MD&A / second-quarter 2026 Taste comparable sales, volume and pricing · Filed 04/08/2026
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.
MD&A / second-quarter 2026 Health & Biosciences comparable sales and volume · Filed 04/08/2026
On a comparable currency neutral basis, Scent sales increased 12% in 2024 compared to the 2023 period driven by price increases in the Fragrance Compounds business unit and volume increases across all business units.
MD&A / 2024 Scent comparable sales, pricing and volume · Filed 27/02/2026
Since March 2023, various putative class action lawsuits have been filed against IFF, Firmenich International SA, Givaudan SA, and Symrise AG and/or certain affiliates thereof in the Quebec Superior Court, the Federal Court of Canada, Ontario Superior Court, the Supreme Court of British Columbia and, in several cases, the United States District Court for the District of New Jersey.
Litigation matters / named fragrance industry co-defendants · Filed 28/02/2025
Consumer Insights, Research and Product Development Process The markets in which we operate require constant innovation to remain competitive.
Business / requirement for constant innovation · Filed 27/02/2026
For those intellectual property rights that are protected as trade secrets, this litigation could result in even higher costs, and potentially the loss of certain rights, since we would not have a perfected intellectual property right that precludes others from making, using or selling our products or processes.
Risk factors / limitations of trade-secret protection · Filed 27/02/2026
The ongoing trend among our customers towards more transparent labeling could further diminish our ability to effectively protect our products.
Risk factors / transparent labeling and intellectual property protection · Filed 27/02/2026
Moreover, given that the timing or volumes in our customers’ orders are generally at our customers’ discretion, customers may cancel, reduce or postpone orders with us on relatively short notice.
Risk factors / customer discretion over order timing and quantities · Filed 27/02/2026
Multinational and increasingly middle market customers also rely on “core lists” of suppliers, requiring more favorable terms for inclusion, such as rebates, which could adversely affect our margins.
Risk factors / supplier core lists and customer rebates · Filed 27/02/2026
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.
MD&A / second-quarter 2026 Scent growth and Fragrance Ingredients volume decline · Filed 04/08/2026
We face intense global competition from multinational and specialized companies across our product offerings, as well as consumer product companies developing their own alternatives.
Risk factors / multinational, specialized and customer-developed competition · Filed 27/02/2026
IFF understands the EC, CMA and the Swiss Competition Commission are investigating potential anticompetitive conduct as it relates to IFF’s fragrance businesses.
Contingencies / ongoing fragrance competition investigations · Filed 04/08/2026
As disclosed in our full-year 2025 results, on a comparable, currency-neutral basis, sales increased 2%, and currency-neutral adjusted operating EBITDA increased 7%, led by volume growth, productivity gains and favorable net pricing.
Compensation discussion / reported 2025 comparable sales, EBITDA and net pricing outcomes · Filed 18/03/2026
40 Table of Contents RESULTS OF CONTINUING OPERATIONS Three Months Ended Six Months Ended June 30, June 30, (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 2026 2025 Change 2026 2025 Change Net sales $ 1,954 $ 1,919 2 % $ 3,860 $ 3,969 (3) % Cost of sales 1,101 1,095 1 % 2,178 2,293 (5) % Gross profit 853 824 4 % 1,682 1,676 — % Research and development (R&D) expenses 170 170 — % 324 325 — % Selling and administrative (S&A) expenses 437 409 7 % 771 799 (4) % Amortization of acquisition-related intangibles 82 82 — % 166 162 2 % Impairment of goodwill — — NMF — 34 NMF Restructuring and other charges 6 20 (70) % 10 35 (71) % Losses on sale of assets — 1 NMF — 1 NMF Operating profit 158 142 11 % 411 320 28 % Interest expense 46 61 (25) % 90 132 (32) % Gain on extinguishment of debt — (488) NMF — (488) NMF Losses on business disposals 1 111 (99) % 1 111 (99) % Loss on assets classified as held for sale 27 — NMF 27 — NMF Other expense, net 20 20 — % 33 39 (15) % Income from continuing operations before taxes 64 438 (85) % 260 526 (51) % Provision (benefit) for income taxes 31 (112) (128) % 72 (92) (178) % Net income from continuing operations $ 33 $ 550 (94) % $ 188 $ 618 (70) % Income (loss) from discontinued operations before tax 31 66 (53) % 44 (1,016) (104) % Provision for income taxes from discontinued operations 13 17 (24) % 11 20 (45) % Net income (loss) from discontinued operations 18 49 (63) % 33 (1,036) (103) % Net income (loss) 51 599 (91) % 221 (418) (153) % Net income attributable to non-controlling interests from continuing operations — — NMF 1 1 — % Net income attributable to non-controlling interests from discontinued operations 1 — NMF 1 — NMF Net income (loss) attributable to IFF shareholders $ 50 $ 599 (92) % $ 219 $ (419) (152) % Income (loss) per share - basic Continuing operations $ 0.13 $ 2.15 (94) % $ 0.73 $ 2.41 (70) % Discontinued operations 0.07 0.19 (65) % 0.13 (4.05) (103) % Net income (loss) per share - basic $ 0.20 $ 2.34 (92) % $ 0.86 $ (1.64) (152) % Income (loss) per share - diluted Continuing operations $ 0.13 $ 2.14 (94) % $ 0.73 $ 2.40 (70) % Discontinued operations 0.07 0.19 (65) % 0.12 (4.03) (103) % Net income (loss) per share - diluted $ 0.20 $ 2.33 (91) % $ 0.85 $ (1.63) (152) % Gross margin 43.7 % 42.9 % 80 bps 43.6 % 42.2 % 140 bps R&D as a percentage of sales 8.7 % 8.9 % (20) bps 8.4 % 8.2 % 20 bps S&A as a percentage of sales 22.4 % 21.3 % 110 bps 20.0 % 20.1 % (10) bps Operating margin 8.1 % 7.4 % 70 bps 10.6 % 8.1 % 250 bps Effective tax rate 48.4 % (25.6) % NMF 27.7 % (17.5) % NMF Segment net sales Taste $ 688 $ 654 5 % $ 1,368 $ 1,304 5 % Health & Biosciences 601 559 8 % 1,176 1,079 9 % Scent 665 603 10 % 1,316 1,217 8 % Pharma Solutions — 103 (100) % — 369 (100) % Consolidated $ 1,954 $ 1,919 2 % $ 3,860 $ 3,969 (3) % _______________________ NMF: Not meaningful 41 Table of Contents Cost of sales includes the cost of materials and manufacturing expenses.
MD&A / continuing operations results and margins for second-quarter and first-half 2026 · Filed 04/08/2026
The decrease in cost of sales was primarily driven by the divestitures the impact of which was approximately $493 million, lower raw material costs and lower unfavorable manufacturing absorption compared to the prior year period, increased productivity compared to the prior year period, offset in part by volume increases.
MD&A / 2025 cost reductions, divestitures and productivity · Filed 27/02/2026
The decrease in cost of goods sold was primarily driven by volume decreases in sales and the net impact of the change in business portfolio mix, which was approximately $405 million, offset in part by unfavorable manufacturing absorption primarily related to our inventory reduction program and a write-down of inventory related to Locust Bean Kernel (“LBK”) in Nourish, which was approximately $72 million.
MD&A / 2023 volume declines, manufacturing absorption and inventory write-down · Filed 28/02/2024
In 2025, our 25 largest customers, a majority of which were multinational consumer products companies, collectively accounted for approximately 32% of our sales.
Risk factors / 2025 customer concentration · Filed 27/02/2026
As a result, the Company determined that the carrying amount of the Food Ingredients reporting unit exceeded its estimated fair value and recognized an impairment charge of $1.153 billion, which is reflected in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) during the year ended December 31, 2025.
Goodwill / realized 2025 Food Ingredients impairment · Filed 27/02/2026
The Company determined that the carrying value of the Nourish reporting unit exceeded its fair value and recorded an impairment charge of $2.623 billion in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2023.
Goodwill / realized 2023 Nourish impairment · Filed 28/02/2025
The increase in cash flows used in financing activities from 2024 to 2025 was primarily driven by our purchase with cash of certain of our outstanding series of Senior Notes for $2.0 billion, excluding accrued and unpaid interest.
Liquidity / cash purchase of outstanding Senior Notes in 2025 · Filed 27/02/2026
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.
Liquidity / first-half 2026 capital expenditure and divestiture proceeds · Filed 04/08/2026
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.
Liquidity / first-half 2026 commercial paper repayments and executed share repurchases · Filed 04/08/2026
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.
Liquidity / June 2026 covenant leverage ratio · Filed 04/08/2026
Other AIP metrics such as Currency Neutral Sales Growth, Cash Conversion Cycle, and ESG-related metrics were not affected by the revisions; • The 2020 and 2021 LTIP cycles were not affected, as Net Debt Ratio and Total Shareholder Return metrics were not impacted by the revisions; • The 2023 LTIP cycle (concluded December 31, 2025) resulted in zero payout because the minimum performance criteria were not met; and • The 2022 LTIP awards (for the January 1, 2022 – December 31, 2024 performance period) were erroneously awarded as a result of the restatement.
Compensation / zero 2023 LTIP payout and erroneous 2022 LTIP awards · Filed 18/03/2026
Erroneously Awarded Compensation As a result of the foregoing analysis, the Committee determined that a total of $606,280 in erroneously awarded compensation related to the 2022 LTIP awards is subject to recovery under the Clawback Policy.
Compensation / amount determined subject to clawback · Filed 18/03/2026
On March 9, 2026, clawback notices were issued to all impacted current/former Section 16 Officers who received 2022-2024 LTIP payouts.
Compensation / clawback notices issued March 9, 2026 · Filed 18/03/2026
For the 2023-2025 cycle, the LTIP awards are earned based on the achievement of: (i) 3-year cumulative Return on Invested Capital (“ROIC”) (representing one-half of the award value) and (ii) Relative Total Shareholder Return (“TSR”) targets (representing one-half of the award value).
Stock compensation / 2023–2025 LTIP ROIC and relative TSR performance conditions · Filed 27/02/2026
Corporate Governance Highlights Our commitment to good corporate governance is evidenced by the following best practices: OUR CORPORATE GOVERNANCE POLICIES REFLECT BEST PRACTICES • All Directors other than our CEO are Independent • Strong Pay-for-Performance Compensation Policies • Diverse Board Brings Balance of Skills, Professional Experience and Perspectives • Annual Election of All Directors • Non-Executive Chair of the Board Leads Board’s Independent Oversight • No Guaranteed Pay Increases or Equity Awards for Named Executive Officers (“NEOs”) • Annual Board and Committee Assessments • Formal Board and Executive Succession Planning • No Limitation on Shareholder Litigation Rights • No Exclusive Forum or Fee-Shifting Provisions • Majority Voting and Director Resignation Policy in Uncontested Elections • Proxy Access By-Law Provisions • Prohibition on Short Sales and Hedging of our Stock by our Employees, Officers and Directors • Executives and Directors are Subject to Rigorous Stock Retention Guidelines • Extensive Executive Clawback Policy • Long Standing Commitment to Sustainability as a Long-Term Value Driver • Shareholder Right to Call a Special Meeting IFF | 2026 PROXY STATEMENT i TABLE OF CONTENTS Proxy Statement Summary Proposals and Board Recommendations Proposal 1 Election of 10 Director Nominees The Board recommends a vote FOR the election of all Director Nominees Our Governance & Corporate Responsibility Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board.
Corporate governance / existing independence, oversight and shareholder rights policies · Filed 18/03/2026
Revision of Previously Issued Financial Statements In preparing the Consolidated Financial Statements as of and for the three and nine months ended September 30, 2025 and the year ended December 31, 2025, Management identified certain income tax-related adjustments that primarily relate to the understatement of income tax expense due to errors in the accounting for transfer pricing, the correction of deferred tax 7 Table of Contents liabilities on goodwill recorded in purchase accounting, and other income tax entries that impacted prior interim and annual financial statements.
Accounting policies / identified tax-related errors and revisions · Filed 04/08/2026
During the first three months of 2024, IFF recognized a provision of €16 million (approximately $18 million) in connection with a settlement with the EC, which was paid during the third quarter of 2024.
Litigation / EC settlement provision and payment in 2024 · Filed 27/02/2026
This settlement pertains to a charge related to the deletion of messages relevant to the investigation by a former Scent employee.
Litigation / settlement concerning deletion of investigation-relevant messages · Filed 27/02/2026
On February 5, 2026, IFF received a letter from DOJ confirming the closing of its investigation (such decision is independent of the other related civil or regulatory matters).
Contingencies / DOJ investigation closed February 5, 2026 · Filed 04/08/2026
Beginning in the second quarter of 2026, the Company determined that the held for sale and discontinued operations criteria were met for the entirety of the Food Ingredients segment, after certain perimeter adjustments, and classified its results as discontinued operations for the periods presented.
Segment information / Food Ingredients classified as discontinued operations · Filed 04/08/2026
On May 29, 2026, we announced that we entered into a definitive agreement to divest our Food Ingredients disposal group.
MD&A / definitive Food Ingredients divestiture agreement announced May 29, 2026 · Filed 04/08/2026
Share Repurchase Authorization On August 4, 2026, the Company announced that its Board of Directors has authorized an enhanced share repurchase authorization with a total value of $2.5 billion, including approximately $400 million remaining on its prior authorization.
Capital allocation / enhanced repurchase authorization announced August 4, 2026 · Filed 04/08/2026
The remaining $2.0 billion share repurchase is expected to be executed following the closing of the Food Ingredients disposal group divestiture, with an expected completion of the program by the end of 2027.
Capital allocation / planned repurchases conditional on Food Ingredients sale closing · Filed 04/08/2026
Research and Development (“R&D”) Expenses R&D expenses increased $23 million to $694 million (6.4% of sales) in 2025 compared to $671 million (5.8% of sales) in 2024.
MD&A / actual 2025 research and development spending · Filed 27/02/2026
Based on this assessment, in consideration of both quantitative and qualitative factors, management determined that the related impacts of the errors were not material to any previously issued interim or annual financial statements.
Accounting revisions / management assessment of prior-period error materiality · Filed 04/08/2026
