INTERNATIONAL FLAVORS & FRAGRANCES INC (IFF) · Material Event (8-K) SEC Filing

EX-99.1 2 exhibit991foodingredientsd.htm EX-99.1 DocumentINTERNATIONAL FLAVORS FRAGRANCES INC.CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)(1) Three months ended Three months ended Three months ended Three months ended Year ended Three months ended March 31, June 30, September 30, December 31, December 31, March 31, (DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE AMOUNTS) 2025 2025 2025 2025 2025 2026 Net sales $ 2,050 $ 1,919 $ 1,869 $ 1,792 $ 7,630 $ 1,906 Cost of sales 1,198 1,095 1,070 1,064 4,427 1,077 Gross profit 852 824 799 728 3,203 829 Research and development expenses 155 170 162 162 649 154 Selling and administrative expenses 390 409 348 373 1,520 334 Amortization of acquisition-related intangibles 80 82 84 72 318 84 Impairment of goodwill 34 34 Restructuring and other charges 15 20 14 19 68 4 Losses (gains) on sale of assets 1 1 Operating profit (loss) 178 142 191 102 613 253 Interest expense 71 61 48 49 229 44 Gain on extinguishment of debt (488) (488) Losses (gains) on business disposals 111 (2) 109 Other expense (income), net 19 20 13 21 73 13 Income (loss) before taxes from continuing operations 88 438 130 34 690 196 Provision (benefit) for income taxes 20 (112) 31 5 (56) 41 Net income (loss) from continuing operations 68 550 99 29 746 155 Net income (loss) from discontinued operations, net of tax (1,085) 49 (58) (11) (1,105) 15 Net income (loss) (1,017) 599 41 18 (359) 170 Net income attributable to non-controlling interests from continuing operations 1 1 1 Net income attributable to non-controlling interests from discontinued operations 1 1 Net income (loss) attributable to IFF shareholders $ (1,018) $ 599 $ 40 $ 18 $ (361) $ 169 Income (loss) per share - basic Continuing operations $ 0.26 $ 2.15 $ 0.39 $ 0.11 $ 2.91 $ 0.60 Discontinued operations (4.24) 0.19 (0.23) (0.04) (4.32) 0.06 Net income (loss) per share - basic $ (3.98) $ 2.34 $ 0.16 $ 0.07 $ (1.41) $ 0.66 Income (loss) per share - diluted Continuing operations $ 0.26 $ 2.14 $ 0.39 $ 0.11 $ 2.90 $ 0.60 Discontinued operations (4.22) 0.19 (0.23) (0.04) (4.31) 0.06 Net income (loss) per share - diluted $ (3.96) $ 2.33 $ 0.16 $ 0.07 $ (1.41) $ 0.66 Average number of shares outstanding Average number of shares outstanding - basic 256 256 256 256 256 256 Average number of shares outstanding - diluted 257 257 257 257 257 257 INTERNATIONAL FLAVORS FRAGRANCES INC.RECAST REPORTABLE SEGMENT FINANCIAL INFORMATION (UNAUDITED)(1) Three months endedMarch 31, 2025 Three months endedJune 30, 2025 Three months endedSeptember 30, 2025 Three months endedDecember 31, 2025 Year endedDecember 31, 2025 (DOLLARS IN MILLIONS) As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast Taste Sales $ 627 $ 650 $ 631 $ 654 $ 635 $ 658 $ 588 $ 611 $ 2,481 $ 2,573 Cost of sales (377) (394) (377) (397) (379) (399) (367) (387) (1,500) (1,577) Gross profit 250 256 254 257 256 259 221 224 981 996 Research and development expenses (40) (41) (47) (49) (41) (41) (44) (45) (172) (176) Selling and administrative expenses (94) (101) (98) (108) (103) (112) (101) (110) (396) (431) Depreciation expense add-back(2) 15 15 16 17 16 17 18 19 65 68 Adjusted Operating EBITDA $ 131 $ 129 $ 125 $ 117 $ 128 $ 123 $ 94 $ 88 $ 478 $ 457 Scent Sales $ 614 $ 614 $ 603 $ 603 $ 652 $ 652 $ 610 $ 610 $ 2,479 $ 2,479 Cost of sales (344) (343) (336) (336) (374) (372) (370) (370) (1,424) (1,421) Gross profit 270 271 267 267 278 280 240 240 1,055 1,058 Research and development expenses (55) (58) (62) (62) (63) (64) (61) (62) (241) (246) Selling and administrative expenses (86) (90) (92) (101) (97) (107) (91) (101) (366) (399) Depreciation expense add-back(2) 15 15 17 17 17 18 18 19 67 69 Adjusted Operating EBITDA $ 144 $ 138 $ 130 $ 121 $ 135 $ 127 $ 106 $ 96 $ 515 $ 482 Health Biosciences Sales $ 540 $ 520 $ 577 $ 559 $ 577 $ 559 $ 589 $ 571 $ 2,283 $ 2,209 Cost of sales (298) (282) (311) (294) (315) (299) (322) (307) (1,246) (1,182) Gross profit 242 238 266 265 262 260 267 264 1,037 1,027 Research and development expenses (52) (51) (55) (55) (57) (57) (55) (56) (219) (219) Selling and administrative expenses (81) (92) (91) (101) (87) (101) (89) (99) (348) (393) Depreciation expense add-back(2) 29 28 31 30 32 32 32 32 124 122 Adjusted Operating EBITDA $ 138 $ 123 $ 151 $ 139 $ 150 $ 134 $ 155 $ 141 $ 594 $ 537 Pharma Solutions Sales $ 266 $ 266 $ 103 $ 103 $ 369 $ 369 Cost of sales (180) (180) (68) (68) (248) (248) Gross profit 86 86 35 35 121 121 Research and development expenses (5) (5) (3) (3) (8) (8) Selling and administrative expenses (32) (32) (10) (10) (42) (42) Depreciation expense add-back(2) 5 5 5 5 Adjusted Operating EBITDA $ 54 $ 54 $ 22 $ 22 $ 76 $ 76 INTERNATIONAL FLAVORS FRAGRANCES INC.RECAST REPORTABLE SEGMENT FINANCIAL INFORMATION (UNAUDITED)(1) Three months endedMarch 31, 2026 (DOLLARS IN MILLIONS) As Reported(3) Recast Taste Sales $ 656 $ 680 Cost of sales (375) (393) Gross profit 281 287 Research and development expenses (43) (45) Selling and administrative expenses (101) (108) Depreciation expense add-back(2) 16 18 Adjusted Operating EBITDA $ 153 $ 152 Scent Sales $ 651 $ 651 Cost of sales (375) (375) Gross profit 276 276 Research and development expenses (54) (56) Selling and administrative expenses (92) (97) Depreciation expense add-back(2) 18 18 Adjusted Operating EBITDA $ 148 $ 141 Health Biosciences Sales $ 595 $ 575 Cost of sales (327) (309) Gross profit 268 266 Research and development expenses (55) (53) Selling and administrative expenses (92) (105) Depreciation expense add-back(2) 32 32 Adjusted Operating EBITDA $ 153 $ 140 _______________________(1) Revised Consolidated Statements of Income (Loss) and Recast Reportable Segment Financial Information for all periods presented reflect the Food Ingredients and SCL disposal groups as discontinued operations.(2) There is depreciation recorded within cost of sales, research development expenses, and selling administrative expenses, which is then added back to calculate segment Adjusted Operating EBITDA from continuing operations.(3) As reported represents amounts as previously filed in our interim and annual financial statements prior to any impact of discontinued operations.INTERNATIONAL FLAVORS FRAGRANCES INC.RECAST REPORTABLE SEGMENT FINANCIAL INFORMATION (UNAUDITED)(1) Three months endedMarch 31, 2025 Three months endedJune 30, 2025 Three months endedSeptember 30, 2025 Three months endedDecember 31, 2025 Year endedDecember 31, 2025 (DOLLARS IN MILLIONS) As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast As Reported(3) Recast Total Adjusted Operating EBITDA $ 578 $ 444 $ 552 $ 399 $ 519 $ 384 $ 437 $ 325 $ 2,086 $ 1,552 Reconciliation of Adjusted Operating EBITDA Depreciation Amortization (236) (142) (242) (146) (247) (151) (237) (142) (962) (581) Interest Expense (71) (71) (61) (61) (48) (48) (49) (49) (229) (229) Other Expense, net(a) (20) (19) (10) (20) (14) (13) (21) (21) (65) (73) Restructuring and Other Charges(b) (17) (15) (21) (20) (16) (14) (16) (19) (70) (68) Loss on Assets Classified as Held for Sale(c) (108) (7) (115) Impairment of Goodwill(d) (1,153) (34) (1,153) (34) (Losses) Gains on Business Disposals(e) (111) (111) 2 2 (109) (109) Divestiture and Integration Costs(f) (51) (51) (26) (26) (13) (11) (35) (10) (125) (98) Strategic Initiative Costs(g) (8) (8) (6) (6) (10) (10) (11) (11) (35) (35) Regulatory Costs(h) (11) (11) (53) (53) (7) (7) (35) (35) (106) (106) Gain on Debt Extinguishment(i) 488 488 488 488 Entity Realignment Costs(j) (1) (1) (4) (4) (3) (3) (8) (8) Other(k) (4) (4) (2) (2) (3) (3) (9) (9) Income (Loss) Before Taxes $ (994) $ 88 $ 504 $ 438 $ 56 $ 130 $ 22 $ 34 $ (412) $ 690 Three months endedMarch 31, 2026 (DOLLARS IN MILLIONS) As Reported(3) Recast Total Adjusted Operating EBITDA $ 568 $ 433 Reconciliation of Adjusted Operating EBITDA Depreciation Amortization (246) (152) Interest Expense (44) (44) Other Expense, net(a) (13) (13) Restructuring and Other Charges(b) (6) (4) (Losses) Gains on Business Disposals(e) (7) Divestiture and Integration Costs(f) (24) (5) Strategic Initiative Costs(g) (9) (9) Regulatory Costs(h) (10) (10) Entity Realignment Costs(j) (1) Other(k) 1 Income (Loss) Before Taxes $ 209 $ 196 _______________________a.2026 and 2025 as reported and recast figures primarily represents foreign exchange losses.b.2026 and 2025 as reported and recast figures primarily represents costs related to the IFF Productivity Program including severance, fixed asset write-downs and site closure expenses, net of the gain on fixed assets previously written down.c.As reported 2025 figures represents the loss on assets classified as held for sale of the Soy Crush, Concentrates and Lecithin ( SCL ) disposal group, which is reflected as discontinued operations.d.As reported 2025 figures represents the impairment of goodwill related to the Food Ingredients reporting unit. Recast 2025 figures 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.e.2025 as reported and recast figures primarily represents losses recognized as part of the sale of the Pharma Solutions disposal group, offset in part by gains recognized as part of the sale of the Nitrocellulose business and sale of the Rene Laurent business in France.f.2026 and 2025 as reported figures primarily represents costs related to the Company s completed and anticipated divestitures. These costs primarily consisted of external consulting fees, professional and legal fees and salaries of individuals who are fully dedicated to such efforts. 2026 and 2025 recast figures exclude costs related to the planned divestiture of the Food Ingredients disposal group.g.2026 and 2025 as reported and recast figures represents costs related to the Company s strategic assessment and business portfolio optimization efforts and reorganizing the Global Business Services (GBS) Centers. In 2026, the GBS reorganization has been expanded to include additional functions such as customer service, supply chain and logistics in addition to human resources, accounting and finance, as well as additional efforts to automate processes and expand the use of artificial intelligence (AI) for these functions. These costs primarily consisted of external consulting fees and salaries of individuals who are fully dedicated to such efforts. Costs to develop software and AI are only included to the extent that they do not qualify for capitalization.h.2026 and 2025 as reported and recast figures represents costs primarily related to legal fees incurred and provisions recognized for the ongoing investigations of the fragrance businesses.i.2025 as reported and recast figures represents the gain recognized on the extinguishment of debt in connection with the completion of the tender offers.j.2025 as reported and recast figures represents costs related to a phased restructuring initiative aimed at optimizing its legal entity framework.k.2025 as reported and recast figures represents the net impact of costs related to severance, including accelerated stock compensation expense, for certain executives who have separated from the Company, in addition to the impact of legislative changes in India related to the Wage Code.Non-GAAP Financial MeasuresThis Exhibit 99.1 contains non-GAAP financial measures, including (i) Adjusted Operating EBITDA.Adjusted operating EBITDA excludes depreciation and amortization, interest expense, other expense (income), net, and certain non-recurring or unusual items such as restructuring and other charges, impairment of goodwill, losses (gains) on business disposals, loss on assets classified as held for sale, divestiture and integration costs, strategic initiatives costs, regulatory costs and other costs that are not related to recurring operations.These non-GAAP financial measures are intended to provide additional information regarding our underlying operating results that reflect the sale of the Food Ingredients and SCL disposal groups and their classification as discontinued operations. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation or as substitutes for analysis of the Company s results under GAAP and may not be comparable to other companies calculation of such metrics.