IFF 10-K Annual Report Dec. 31, 2022 | Alphaminr
INTERNATIONAL FLAVORS & FRAGRANCES INC
ALPHAMINR

IFF 10-K Fiscal year ended Dec. 31, 2022

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INTERNATIONAL FLAVORS & FRAGRANCES INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 6 To The Consolidated Financial Statements For Additional InformationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesNote 1. Nature Of Operations and Summary Of Significant Accounting PoliciesNote 2. Restructuring and Other ChargesNote 3. AcquisitionsNote 4. Business DivestitureNote 5. Property, Plant and Equipment, NetNote 6. Goodwill and Other Intangible Assets, NetNote 7. Other Current Assets and Liabilities, and Other AssetsNote 8. LeasesNote 9. DebtNote 10. Income TaxesNote 11. Net (loss) Income Per ShareNote 12. Shareholders EquityNote 13. Stock Compensation PlansNote 14. Segment InformationNote 15. Employee BenefitsNote 16. Financial InstrumentsNote 17. Accumulated Other Comprehensive Income (loss)Note 18. Concentrations Of Credit RiskNote 19. Commitments and ContingenciesNote 20. Redeemable Non-controlling InterestsNote 21. Assets Held For SaleItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated May 7, 2018, by and among the Registrant, Frutarom Industries Ltd. and Icon Newco Ltd., incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on May 9, 2018. 2.2 Amendment No.1 to Agreement and Plan of Merger, dated August25, 2018, by and among International Flavors & Fragrances, Inc., Frutarom Industries Ltd. and Icon Newco Ltd. incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form8-K filed on August27, 2018. 2.3 Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc., incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on December 18, 2019. 2.4 Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 2.2 to the Registrants Current Report on Form 8-K filed on December 18, 2019. 2.4(i) Amendment No. 1 to the Separation and Distribution Agreement, dated January 22, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on January 25, 2021. 2.4(ii) Amendment No. 2 to the Separation and Distribution Agreement, dated February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the Registrants Current Report on Form 8-K filed on February 3, 2021. 3.2 Bylaws of International Flavors & Fragrances Inc., effective as of December 13, 2022, incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 19, 2022. 4.1 Indenture, dated as of April 4, 2013, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit4.1 to the Registrants Current Report on Form8-K filed on April 4, 2013. 4.2 Indenture, dated as of March 2, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Debt Security), incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-3 (Registration No. 333-209889) filed on March 2, 2016. 4.3 First Supplemental Indenture, dated as of March 14, 2016, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrants Current Report on Form 8-K filed on March 14, 2016. 4.4 Second Supplemental Indenture, dated as of May 18, 2017, between the Registrant and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 4.7 to the Registrants Current Report on Form 8-K filed on May 18, 2017. 4.5 Third Supplemental Indenture, dated as of September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed on September 17, 2018. 4.6 Form of Amortizing Note, incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed on September 17, 2018. 4.7 Purchase Contract Agreement, dated September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as purchase contract agent, as attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under the indenture referred to therein, incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on September 17, 2018. 4.8 Form of Unit, incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on September 17, 2018. 4.9 Form of Purchase Contract, incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on September 17, 2018. 4.10 Fourth Supplemental Indenture, dated as of September 25, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 25, 2018. 4.11 Form of Global Note for the 2021 Notes, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 25, 2018. 4.12 Form of Global Note for the 2026 Notes, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 25, 2018. 4.13 Fifth Supplemental Indenture, dated as of September 26, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 26, 2018. 4.14 Form of Global Note for the 2020 Notes, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 26, 2018. 4.15 Form of Global Note for the 2028 Notes, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 26, 2018. 4.16 Form of Global Notes for the 2048 Notes, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on September 26, 2018. 4.17 Indenture, dated as of September 16, 2020, between the N&B and U.S. Bank National Association, as Trustee (including the form of Notes), incorporated by reference to Exhibit 99.16 to the Registrants Registration Statement on Form S-4 (Registration No. 333-238072) filed on October 5, 2020. 4.18 First Supplemental Indenture, dated as of February 1, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as Trustee. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on February 4, 2021. 4.19 Second Supplemental Indenture, dated as of March 4, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2021. 4.20 Icon Debt Assumption Supplement, dated as of March 4, 2021, among Neptune Merger Sub II LLC (as successor by merger to Nutrition & Biosciences, Inc.) and International Flavors & Fragrances Inc., and as acknowledged by Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on March 4, 2021. 4.21 Description of Securities, incorporated by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K filed on March 3, 2020. *10.1 Letter Agreement, dated as of May 26, 2014, between the Registrant and Andreas Fibig, incorporated by reference to Exhibit10.1 to the Registrants Current Report on Form8-K filed on May28, 2014. *10.2 Letter Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 18, 2022, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 20, 2022. *10.3 Supplemental Retirement Plan, incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form10-K filed on February27, 2008. *10.5 Form of Restricted Stock Units Agreement Non-Employee Director under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form 10-K, filed on February 28, 2022. *10.6 Form of Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K, filed on February 28, 2022. *10.7 Form of Equity Choice Program Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K, filed on February 28, 2022. *10.8 Form of Performance-Based Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K, filed on February 28, 2022. *10.9 2015 Stock Award and Incentive Plan, as amended and restated February 7, 2017, incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on Form 10-K filed on February 28, 2017. *10.10 Form of Annual Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed on May 12, 2015. *10.11 Form of Long-Term Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed on May 12, 2015. *10.12 Form of Equity Choice Program Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed on May 12, 2015. *10.13 Form of Restricted Stock Units Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed on May 12, 2015. *10.14 Form of Non-Employee Director Restricted Stock Units Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q filed on May 12, 2015. *10.15 Form of Equity Choice Program Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2015. *10.16 Form of Long-Term Incentive Plan Award Agreement under the 2015 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.25 to the Registrants Annual Report on Form 10-K filed on March 1, 2016. *10.17 Amended and Restated Executive Severance Policy, as amended through and including November 1, 2017, incorporated by reference to Exhibit 10.17 to the Registrants Annual Report on Form 10-K filed on February 27, 2018 (the Executive Severance Policy). *10.18 Amendment to the Executive Severance Policy dated November 3, 2020, incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form 10-K filed on February 22, 2021. *10.19 Form of Director/Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on July 28, 2008. *10.20 Form of Executive Death Benefit Program - Plan Agreement, incorporated by reference to Exhibit 10.27 to the Registrants Annual Report on Form 10-K filed on February 28, 2012. *10.21(i) Deferred Compensation Plan, as amended and restated December 12, 2011, incorporated by reference to Exhibit 10.28 to the Registrants Annual Report on Form 10-K filed on February 28, 2012 (the Deferred Compensation Plan). *10.21(ii) First Amendment to the Deferred Compensation Plan dated as of December 31, 2020, incorporated by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K filed on February 22, 2021. *10.22 Deferred Compensation Plan (the 2023 Deferred Compensation Plan), incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on November 29, 2022. 10.23(i) Credit Agreement, dated as of November 9, 2011, amended and restated as of December 2, 2016, among the Registrant, International Flavors & Fragrances (Luxembourg) S..r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.28 to the Registrants Current Report on Form 8-K filed on December 5, 2016. 10.23(ii) Amendment No. 1 to Credit Agreement, dated as of May 21, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 24, 2018. 10.23(iii) Amendment No. 2 to Credit Agreement, dated as of June 6, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on June 8, 2018. 10.23(iv) Amendment No. 3 to Credit Agreement, dated as of July 13, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed on August 7, 2018. 10.23(v) Amendment No. 4 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V. and International Flavors & Fragrances (Greater Asia) PTE. Ltd., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 22, 2020. 10.23(vi) Second Amended and Restated Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on August 28, 2020. 10.23(vii) Third Amended and Restated Credit Agreement, dated as of July 28, 2021 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on 8-K filed on July 28, 2021. 10.23(viii) Amendment No.1 to Third Amended and Restated Credit Agreement, dated as of August 4, 2022, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V. and International Flavors & Fragrances I.F.F. (Nederland) B.V., as borrowers, the lenders signatory thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on August 8, 2022. 10.24(i) Term Loan Credit Agreement, dated as of June 6, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on June 8, 2018. 10.24(ii) Amendment No 1. to Credit Agreement, dated as of July 13, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed on August 7, 2018. 10.24(iii) Amendment No. 2 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrants Current Report filed on Form 8-K filed on January 22, 2020. 10.24(iv) Amendment No. 3 to Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as administrative agent, incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on August 28, 2020. 10.25 Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc, incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 18, 2019. 10.25(i) Amendment to the Employee Matters Agreement, dated January 22, 2021, by and among International Flavors & Fragrances Inc., DuPont de Nemours, Inc. and Nutrition & Biosciences, Inc., incorporated by reference to the Registrants Current Report on Form 8-K filed on January 25, 2021. 10.26(i) Term Loan Credit Agreement, dated as of May 15, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch, as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 21, 2020. 10.26(ii) Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, among the Company, as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York Branch as administrative agent, incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on August 28, 2020. 10.26(iii) Amendment No. 2 to Term Loan Credit Agreement, dated as of August 4, 2022, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on August 8, 2022. 10.27 Term Loan Credit Agreement, dated as of January 17, 2020, by and among Nutrition & Biosciences, Inc., as borrower, and Morgan Stanley Senior Funding Inc., as administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 99.14 to the Registrants Form S-4 Registration Statement filed on October 5, 2020. 10.27(i) Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, by and among Nutrition & Biosciences, Inc., the lenders signatory thereto and Morgan Stanley Senior Fund, Inc., as administrative agent, incorporated by reference to Exhibit 99.15 to the Registrants Form S-4 Registration Statement filed on October 5, 2020. 10.28 Co-Operation Agreement, dated as of March 7, 2021, incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 8, 2021. 10.29 Tax Matters Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on February 4, 2021. 10.30 Intellectual Property Cross-License Agreement, dated as of February 1, 2021, by and between Nutrition & Biosciences, Inc. and DuPont de Nemours, Inc., incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on February 4, 2021. 21 List of Principal Subsidiaries. 23 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Frank Clyburn pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Glenn Richter pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Frank Clyburn and Glenn Richter pursuant to 18 U.S.C. Section1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.