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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2024
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4858
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact name of registrant as specified in its charter)
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New York | | 13-1432060 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
521 West 57th Street, New York, NY 10019-2960
200 Powder Mill Road, Wilmington, DE 19803-2907
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 765-5500
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value 12 1/2¢ per share | | IFF | | New York Stock Exchange |
1.800% Senior Notes due 2026 | | IFF 26 | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☑ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Number of shares of common stock outstanding as of April 29, 2024: 255,350,544
INTERNATIONAL FLAVORS & FRAGRANCES INC.
TABLE OF CONTENTS
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| PART I - Financial Information | |
ITEM 1. | | |
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ITEM 2. | | |
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ITEM 3. | | |
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ITEM 4. | | |
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| PART II - Other Information | |
ITEM 1. | | |
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ITEM 1A. | | |
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ITEM 2. | | |
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ITEM 5. | | |
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ITEM 6. | | |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE (LOSS) INCOME
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) | 2024 | | 2023 | | | | |
Net sales | $ | 2,899 | | | $ | 3,027 | | | | | |
Cost of goods sold | 1,875 | | | 2,063 | | | | | |
Gross profit | 1,024 | | | 964 | | | | | |
Research and development expenses | 166 | | | 161 | | | | | |
Selling and administrative expenses | 490 | | | 454 | | | | | |
Amortization of acquisition-related intangibles | 168 | | | 171 | | | | | |
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Restructuring and other charges | 3 | | | 52 | | | | | |
Gains on sale of assets | (2) | | | (5) | | | | | |
Operating profit | 199 | | | 131 | | | | | |
Interest expense | 83 | | | 100 | | | | | |
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Other expense, net | 1 | | | 17 | | | | | |
Income before taxes | 115 | | | 14 | | | | | |
Provision for income taxes | 54 | | | 22 | | | | | |
Net income (loss) | 61 | | | (8) | | | | | |
Net income attributable to non-controlling interests | 1 | | | 1 | | | | | |
Net income (loss) attributable to IFF shareholders | $ | 60 | | | $ | (9) | | | | | |
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Net income (loss) per share - basic | $ | 0.23 | | | $ | (0.04) | | | | | |
Net income (loss) per share - diluted | $ | 0.23 | | | $ | (0.04) | | | | | |
Average number of shares outstanding - basic | 255 | | | 255 | | | | | |
Average number of shares outstanding - diluted | 256 | | | 255 | | | | | |
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Statements of Comprehensive (Loss) Income | | | | | | | |
Net income (loss) | $ | 61 | | | $ | (8) | | | | | |
Other comprehensive (loss) income, after tax: | | | | | | | |
Foreign currency translation adjustments | (293) | | | 284 | | | | | |
Losses on derivatives qualifying as hedges | (7) | | | — | | | | | |
Pension and postretirement liability adjustment | 5 | | | (2) | | | | | |
Other comprehensive (loss) income | (295) | | | 282 | | | | | |
Comprehensive (loss) income | (234) | | | 274 | | | | | |
Comprehensive income attributable to non-controlling interests | 1 | | | 1 | | | | | |
Comprehensive (loss) income attributable to IFF shareholders | $ | (235) | | | $ | 273 | | | | | |
See Notes to Consolidated Financial Statements
1
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
ASSETS | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 732 | | | $ | 703 | |
Restricted cash | 7 | | | 6 | |
Trade receivables (net of allowances of $37 and $52, respectively) | 1,977 | | | 1,726 | |
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Inventories | 2,411 | | | 2,477 | |
Assets held for sale | 509 | | | 506 | |
Prepaid expenses and other current assets | 771 | | | 875 | |
Total Current Assets | 6,407 | | | 6,293 | |
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Property, plant and equipment, net | 4,145 | | | 4,240 | |
Goodwill | 10,538 | | | 10,635 | |
Other intangible assets, net | 8,116 | | | 8,357 | |
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Operating lease right-of-use assets | 699 | | | 689 | |
Other assets | 737 | | | 764 | |
Total Assets | $ | 30,642 | | | $ | 30,978 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
Current Liabilities: | | | |
Bank borrowings, overdrafts, and current portion of long-term debt | $ | 312 | | | $ | 885 | |
Commercial paper | 836 | | | — | |
Accounts payable | 1,346 | | | 1,378 | |
Accrued payroll and bonus | 222 | | | 265 | |
Dividends payable | 102 | | | 207 | |
Liabilities held for sale | 46 | | | 46 | |
Other current liabilities | 956 | | | 977 | |
Total Current Liabilities | 3,820 | | | 3,758 | |
Other Liabilities: | | | |
Long-term debt | 9,150 | | | 9,186 | |
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Retirement liabilities | 252 | | | 253 | |
Deferred income taxes | 1,916 | | | 1,937 | |
Operating lease liabilities | 651 | | | 642 | |
Other liabilities | 527 | | | 560 | |
Total Other Liabilities | 12,496 | | | 12,578 | |
Commitments and Contingencies (Note 18) | | | |
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Shareholders’ Equity: | | | |
Common stock $0.125 par value; 500,000,000 shares authorized; 275,726,629 shares issued as of March 31, 2024 and December 31, 2023; and 255,319,533 and 255,288,535 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 35 | | | 35 | |
Capital in excess of par value | 19,889 | | | 19,874 | |
Accumulated deficit | (2,481) | | | (2,439) | |
Accumulated other comprehensive loss | (2,191) | | | (1,896) | |
Treasury stock, at cost (20,407,096 and 20,438,094 shares as of March 31, 2024 and December 31, 2023, respectively) | (961) | | | (963) | |
Total Shareholders’ Equity | 14,291 | | | 14,611 | |
Non-controlling interests | 35 | | | 31 | |
Total Shareholders’ Equity including Non-controlling interests | 14,326 | | | 14,642 | |
Total Liabilities and Shareholders’ Equity | $ | 30,642 | | | $ | 30,978 | |
See Notes to Consolidated Financial Statements
2
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| Three Months Ended March 31, |
(DOLLARS IN MILLIONS) | 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income (loss) | $ | 61 | | | $ | (8) | |
Adjustments to reconcile to net cash provided by operating activities | | | |
Depreciation and amortization | 278 | | | 276 | |
Deferred income taxes | (9) | | | (28) | |
Gains on sale of assets | (2) | | | (5) | |
Losses on business divestitures | — | | | 14 | |
Stock-based compensation | 18 | | | 12 | |
Pension contributions | (7) | | | (7) | |
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| | | |
| | | |
| | | |
| | | |
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| | | |
| | | |
| | | |
Changes in assets and liabilities, net of acquisitions: | | | |
Trade receivables | (290) | | | (63) | |
Inventories | 34 | | | 219 | |
Accounts payable | 83 | | | (144) | |
Accruals for incentive compensation | (46) | | | (70) | |
Other current payables and accrued expenses | (28) | | | (51) | |
Other assets/liabilities, net | 7 | | | (18) | |
Net cash provided by operating activities | 99 | | | 127 | |
Cash flows from investing activities: | | | |
| | | |
Additions to property, plant and equipment | (118) | | | (175) | |
| | | |
| | | |
| | | |
Proceeds from disposal of assets | 3 | | | 7 | |
| | | |
| | | |
Net proceeds received from business divestitures | 37 | | | 1 | |
Net cash used in investing activities | (78) | | | (167) | |
Cash flows from financing activities: | | | |
Cash dividends paid to shareholders | (207) | | | (206) | |
Increase (decrease) in revolving credit facility and short-term borrowings | 250 | | | (100) | |
| | | |
| | | |
Net borrowings of commercial paper (maturities less than three months) | 833 | | | 393 | |
Deferred financing costs | — | | | (2) | |
Repayments of long-term debt | (833) | | | — | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Employee withholding taxes paid | (1) | | | (6) | |
| | | |
Other, net | (2) | | | (1) | |
Net cash provided by financing activities | 40 | | | 78 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (25) | | | 27 | |
Net change in cash, cash equivalents and restricted cash | 36 | | | 65 | |
Cash, cash equivalents and restricted cash at beginning of year | 735 | | | 552 | |
Cash, cash equivalents and restricted cash at end of period | $ | 771 | | | $ | 617 | |
Supplemental Disclosures: | | | |
Interest paid, net of amounts capitalized | $ | 61 | | | $ | 66 | |
Income taxes paid, net | 53 | | | 227 | |
Accrued capital expenditures | 53 | | | 71 | |
| | | |
See Notes to Consolidated Financial Statements
3
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Common stock | | Capital in excess of par value | | Retained earnings | | Accumulated other comprehensive (loss) income | | Treasury stock | | Non-controlling interest | | Total |
Shares | | Cost | Shares | | Cost | |
Balance at January 1, 2023 | 275,726,629 | | | $ | 35 | | | $ | 19,841 | | | $ | 955 | | | $ | (2,198) | | | (20,758,166) | | | $ | (978) | | | $ | 30 | | | $ | 17,685 | |
Net (loss) income | | | | | | | (9) | | | | | | | | | 1 | | | (8) | |
| | | | | | | | | | | | | | | | | |
Cumulative translation adjustment | | | | | | | | | 284 | | | | | | | | | 284 | |
| | | | | | | | | | | | | | | | | |
Pension liability and postretirement adjustment; net of tax of $0 | | | | | | | | | (2) | | | | | | | | | (2) | |
Cash dividends declared ($0.81 per share) | | | | | | | (207) | | | | | | | | | | | (207) | |
Stock options/SSARs | | | | | (5) | | | | | | | 55,617 | | | 3 | | | | | (2) | |
| | | | | | | | | | | | | | | | | |
Vested restricted stock units and awards | | | | | (4) | | | | | | | 43,396 | | | 2 | | | | | (2) | |
Stock-based compensation | | | | | 12 | | | | | | | | | | | | | 12 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other | | | | | | | | | | | | | | | 1 | | | 1 | |
Balance at March 31, 2023 | 275,726,629 | | | $ | 35 | | | $ | 19,844 | | | $ | 739 | | | $ | (1,916) | | | (20,659,153) | | | $ | (973) | | | $ | 32 | | | $ | 17,761 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Common stock | | Capital in excess of par value | | Accumulated deficit | | Accumulated other comprehensive (loss) income | | Treasury stock | | Non-controlling interest | | Total |
Shares | | Cost | Shares | | Cost | |
Balance at January 1, 2024 | 275,726,629 | | | $ | 35 | | | $ | 19,874 | | | $ | (2,439) | | | $ | (1,896) | | | (20,438,094) | | | $ | (963) | | | $ | 31 | | | $ | 14,642 | |
Net income | | | | | | | 60 | | | | | | | | | 1 | | | 61 | |
| | | | | | | | | | | | | | | | | |
Cumulative translation adjustment | | | | | | | | | (293) | | | | | | | | | (293) | |
Losses on derivatives qualifying as hedges; net of tax of $0 | | | | | | | | | (7) | | | | | | | | | (7) | |
Pension liability and postretirement adjustment; net of tax of $0 | | | | | | | | | 5 | | | | | | | | | 5 | |
Cash dividends declared ($0.40 per share) | | | | | | | (102) | | | | | | | | | | | (102) | |
Stock options/SSARs | | | | | (2) | | | | | | | 24,253 | | | 1 | | | | | (1) | |
| | | | | | | | | | | | | | | | | |
Vested restricted stock units and awards | | | | | (1) | | | | | | | 6,745 | | | 1 | | | | | — | |
Stock-based compensation | | | | | 18 | | | | | | | | | | | | | 18 | |
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Other | | | | | | | | | | | | | | | 3 | | | 3 | |
Balance at March 31, 2024 | 275,726,629 | | | $ | 35 | | | $ | 19,889 | | | $ | (2,481) | | | $ | (2,191) | | | (20,407,096) | | | $ | (961) | | | $ | 35 | | | $ | 14,326 | |
See Notes to Consolidated Financial Statements
4
INTERNATIONAL FLAVORS & FRAGRANCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” “IFF,” “the Company,” “we,” “us” and “our”) is a leading creator and manufacturer of food, beverage, health & biosciences, scent and pharma solutions and complementary adjacent products, including cosmetic active and natural health ingredients, which are used in a wide variety of consumer products. Our products are sold principally to manufacturers of perfumes and cosmetics, hair and other personal care products, soaps and detergents, cleaning products, dairy, meat and other processed foods, beverages, snacks and savory foods, sweet and baked goods, sweeteners, dietary supplements, food protection, infant and elderly nutrition, functional food, and pharmaceutical excipients and oral care products.
Basis of Presentation
The accompanying interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes included in our 2023 Annual Report on Form 10-K (“2023 Form 10-K”), filed on February 28, 2024 with the Securities and Exchange Commission (“SEC”).
The interim Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and with the rules and regulations for reporting on Form 10-Q, and are unaudited. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States of America have been condensed or omitted, if not materially different from the 2023 Form 10-K. The year-end balance sheet data included in this Form 10-Q was derived from the audited financial statements. In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim Consolidated Financial Statements, have been made.
Correction of Prior Year Consolidated Financial Statements
In the first quarter of 2024, the Company revised Interest expense from $111 million to $100 million and Other expense, net from $6 million to $17 million on its Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income for the three months ended March 31, 2023. This reflects certain adjustments made to interest expense associated with the Company’s cash pooling arrangements. The Company also adjusted the disclosure of its total receivables factored for the three months ended March 31, 2023 from $445 million to $402 million. The impacts of these corrections are also presented in the related footnotes.
Use of Estimates
The preparation of financial statements requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The inputs into the Company’s judgments and estimates take into account the ongoing global current events and adverse macroeconomic impacts on our critical and significant accounting estimates, including estimates associated with future cash flows that are used in assessing the risk of impairment of certain assets. Actual results could differ from those estimates.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash reported in the Company’s balance sheet as of March 31, 2024, December 31, 2023, March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 | | March 31, 2023 | | December 31, 2022 |
Current assets | | | | | | | |
Cash and cash equivalents | $ | 732 | | | $ | 703 | | | $ | 590 | | | $ | 483 | |
Cash and cash equivalents included in Assets held for sale | 32 | | | 26 | | | 4 | | | 52 | |
Restricted cash | 7 | | | 6 | | | 16 | | | 10 | |
Non-current assets | | | | | | | |
Restricted cash included in Other assets | — | | | — | | | 7 | | | 7 | |
Cash, cash equivalents and restricted cash | $ | 771 | | | $ | 735 | | | $ | 617 | | | $ | 552 | |
Accounts Receivable
The Company has various factoring agreements globally under which it can factor up to approximately $300 million of its trade receivables (“Company’s own factoring agreements”). In addition, the Company utilizes factoring agreements sponsored by certain customers. Under all of the arrangements, the Company sells the trade receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as sales of receivables. The applicable receivables are removed from the Company’s Consolidated Balance Sheets when the cash proceeds are received by the Company.
The Company sold a total of approximately $406 million and $402 million of receivables under the Company’s own factoring agreements and customer sponsored factoring agreements for the three months ended March 31, 2024 and 2023, respectively. The cost of participating in these programs was approximately $6 million and $5 million for the three months ended March 31, 2024 and 2023, respectively. These costs are included as a component of interest expense. Under the Company’s own factoring agreements for which the Company has continued responsibility to collect receivables and provide to its sponsor, it sold approximately $191 million and $197 million of receivables for the three months ended March 31, 2024 and 2023, respectively. The outstanding principal amounts of receivables under the Company’s own factoring agreements amounted to approximately $178 million and $196 million as of March 31, 2024 and December 31, 2023, respectively. The proceeds from the sales of receivables are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.
Expected Credit Losses
As of March 31, 2024, the Company reported $1.977 billion of trade receivables, net of allowances of $37 million. Based on the aging analysis as of March 31, 2024, approximately 1% of the Company’s accounts receivable were past due by over 365 days based on the payment terms of the invoice.
The following is a roll-forward of the Company’s allowances for bad debts for the three months ended March 31, 2024:
| | | | | |
(DOLLARS IN MILLIONS) | Allowances for Bad Debts |
Balance at January 1, 2024 | $ | 52 | |
Bad debt expense (reversals)(1) | (5) | |
Write-offs | (9) | |
| |
Foreign exchange | (1) | |
Balance at March 31, 2024 | $ | 37 | |
_______________________
(1)Included approximately $7 million of reversals of allowances on receivables from certain customers in Egypt. The Company will continue to evaluate its credit exposure related to Egypt.
Inventories
Inventories are stated at the lower of cost (on a weighted-average basis) or net realizable value. The Company’s inventories consisted of the following:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Raw materials | $ | 728 | | | $ | 779 | |
Work in process | 432 | | | 406 | |
Finished goods | 1,251 | | | 1,292 | |
Total | $ | 2,411 | | | $ | 2,477 | |
Supply Chain Financing Program
In the fourth quarter of 2023, the Company entered into a supply chain financing (“SCF”) program. The SCF program is expected to be available to U.S. based suppliers starting in the second half of 2024. The Company makes continuous efforts to improve working capital efficiency and has worked with suppliers to optimize payment terms and conditions. The Company’s current payment terms with a majority of suppliers generally range from 0 to 180 days, which is deemed to be commercially reasonable. The Company’s SCF program is voluntary and will allow its suppliers to elect to sell the receivables owed to them by the Company to a third-party financial institution. The suppliers, at their own discretion, will determine the invoices they want to sell and directly negotiate the arrangements with the participating third-party financial institution. Supplier participation in the program is solely the decision of the supplier and has no bearing on the Company’s payment terms and amounts due with the supplier. The Company’s responsibility will be limited to making payments based upon the agreed contractual terms and arrangements. The Company will not provide any form of guarantees under the SCF program and will have no economic interest in the suppliers’ decision to participate in the SCF program. Amounts due to suppliers that elect to participate in the SCF program will be included in Accounts payable on the Consolidated Balance Sheets. The Company, or the third-party
financial institution, may choose to terminate the agreement of the SCF program at any time upon 30 days’ prior written notice. The third-party financial institution may also terminate the agreement of the SCF program at any time upon three business days’ prior written notice in the event there are insufficient funds available for disbursements. As of March 31, 2024 and December 31, 2023, there were no amounts outstanding related to suppliers’ participation in the SCF program.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU was issued to further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its income tax disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU intends to improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included within segment profit and loss. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its reportable segment disclosures.
NOTE 2. NET INCOME (LOSS) PER SHARE
A reconciliation of the shares used in the computation of basic and diluted net income (loss) per share is as follows:
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| Three Months Ended March 31, | | |
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) | 2024 | | 2023 | | | | |
Net Income (Loss) | | | | | | | |
| | | | | | | |
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Net income (loss) available to IFF shareholders | $ | 60 | | | $ | (9) | | | | | |
Shares | | | | | | | |
Weighted average common shares outstanding (basic) | 255 | | | 255 | | | | | |
Adjustment for assumed dilution: | | | | | | | |
Stock options and restricted stock awards | 1 | | | — | | | | | |
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Weighted average shares assuming dilution (diluted) | 256 | | | 255 | | | | | |
| | | | | | | |
Net Income (Loss) per Share | | | | | | | |
Net income (loss) per share - basic(1) | $ | 0.23 | | | $ | (0.04) | | | | | |
Net income (loss) per share - diluted | 0.23 | | | (0.04) | | | | | |
_______________________(1)For the three months ended March 31, 2024, the basic net income per share cannot be recalculated based on the information presented in the table above due to rounding.
The Company declared a quarterly dividend to its shareholders of $0.40 and $0.81 per share for the three months ended March 31, 2024 and 2023, respectively.
There were approximately 0.3 million potentially dilutive securities excluded from the computation of diluted net loss per share for the three months ended March 31, 2023 because there was a net loss attributable to IFF for the period and, as such, the inclusion of these securities would have been anti-dilutive.
For the three months ended March 31, 2024, there were approximately 0.3 million share equivalents that had an anti-dilutive effect and therefore were excluded from the computation of diluted net income per share in the period. For the three months ended March 31, 2023, there were approximately 0.4 million share equivalents that had an anti-dilutive effect and therefore were excluded from the computation of diluted net loss per share in the period.
The Company has issued shares of Purchased Restricted Stock Units (“PRSUs”) which contain rights to non-forfeitable dividends while these shares are outstanding and thus are considered participating securities. Such securities are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method.
The Company did not present the two-class method since there was no difference between basic net income (loss) per share for both unrestricted common shareholders and PRSU shareholders for the three months ended March 31, 2024 and 2023. The difference between diluted net income per share for both unrestricted common shareholders and PRSU shareholders for the three months ended March 31, 2024 was less than $0.01 per share. There was no difference between diluted net loss per share for both unrestricted common shareholders and PRSU shareholders for the three months ended March 31, 2023. In addition, the number of PRSUs outstanding as of March 31, 2024 and 2023 was not material. Net income (loss) allocated to such PRSUs was not material for the three months ended March 31, 2024 and 2023.
NOTE 3. BUSINESS DIVESTITURES
Liquidation of a Business in Russia
As part of the liquidation of a business in Russia for the sale of the portion of the Savory Solutions business, the Company recognized a pre-tax loss of approximately $10 million presented in the Other expense, net, and tax benefits of approximately $2 million presented in Provision for income taxes on the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income for the three months ended March 31, 2023.
Divestiture of the Pharma Solutions Business
On March 19, 2024, the Company announced the sale process and entered into an agreement to sell its Pharma Solutions business, for a value of up to $2.85 billion, that is primarily made up of businesses within the Company’s existing Pharma Solutions reportable operating segment, with some adjustments to the perimeter of the transaction designed to align customers, businesses and the manufacturing footprint. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2025.
Divestiture of the Cosmetic Ingredients Business
The Company completed the divestiture of its Cosmetic Ingredients business on April 2, 2024. Upon closing, the Company received gross cash proceeds of approximately $841 million from the buyer, adjusted for the preliminary estimates of certain closing adjustments. Finalization of such closing adjustments may result in additional cash receipt from or payment to the buyer.
NOTE 4. RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges primarily consist of separation costs for employees including severance, outplacement and other employee benefit costs (“Severance”), charges related to the write-down of fixed assets of plants to be closed (“Fixed asset write-down”) and all other related restructuring (“Other”) costs. All restructuring and other charges are separately stated on the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income.
N&B Merger Restructuring Liability
For the three months ended March 31, 2024, the Company had approximately $2 million of charges related to a lease impairment. Since the inception of the restructuring activities, there have been a total of approximately 215 headcount reductions and the Company has expensed approximately $49 million. As of December 31, 2023, the restructuring activities were completed related to employee exits. The Company continues to evaluate its owned and leased properties following the combination of IFF and DuPont de Nemours, Inc’s nutrition and biosciences business (“Merger with N&B”) and may incur additional costs to further consolidate its footprint.
2023 Restructuring Program
In December 2022, the Company announced a restructuring program mainly related to headcount reduction to improve its organizational and operating structure, drive efficiencies and achieve cost savings. For the three months ended March 31, 2024, the Company incurred approximately $1 million of charges related to severance. Since the inception of the restructuring program, the Company has expensed approximately $71 million and there have been a total of approximately 670 actual and planned headcount reductions.
Changes in Restructuring Liabilities
Changes in restructuring liabilities during the three months ended March 31, 2024 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Balance at January 1, 2024 | | Additional Charges (Reversals), Net | | Non-Cash Charges | | Cash Payments | | | | Balance at March 31, 2024 |
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N&B Merger Restructuring Liability | | | | | | | | | | | |
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Other | $ | — | | | $ | 2 | | | $ | (2) | | | $ | — | | | | | $ | — | |
2023 Restructuring Program | | | | | | | | | | | |
Severance | 14 | | | 1 | | | — | | | (12) | | | | | 3 | |
Total Restructuring and other charges | $ | 14 | | | $ | 3 | | | $ | (2) | | | $ | (12) | | | | | $ | 3 | |
Restructuring liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
Charges by Segment
The following table summarizes the total amount of costs incurred in connection with the restructuring programs and activities by segment:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Nourish | $ | 2 | | | $ | 30 | | | | | |
Health & Biosciences | 1 | | | 10 | | | | | |
Scent | — | | | 10 | | | | | |
Pharma Solutions | — | | | 2 | | | | | |
| | | | | | | |
Total Restructuring and other charges | $ | 3 | | | $ | 52 | | | | | |
NOTE 5. STOCK COMPENSATION PLANS
The Company has various plans under which its officers, senior management, other key employees and directors may be granted equity-based awards. Equity awards outstanding under the plans include PRSUs, Restricted Stock Units (“RSUs”), Stock-Settled Appreciation Rights (“SSARs”) and Long-Term Incentive Plan awards. Liability-based awards outstanding under the plans are cash-settled RSUs.
Stock-based compensation expense and related tax benefits were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Equity-based awards | $ | 18 | | | $ | 12 | | | | | |
Liability-based awards | 1 | | | — | | | | | |
Total stock-based compensation expense | 19 | | | 12 | | | | | |
Less: Tax benefit | (4) | | | (2) | | | | | |
Total stock-based compensation expense, after tax | $ | 15 | | | $ | 10 | | | | | |
As of March 31, 2024, there was approximately $64 million of total unrecognized compensation cost related to non-vested awards granted under the equity incentive plans.
NOTE 6. SEGMENT INFORMATION
The Company is organized into four reportable operating segments: Nourish, Health & Biosciences, Scent and Pharma Solutions.
Reportable segment information was as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Net sales: | | | | | | | |
Nourish | $ | 1,496 | | | $ | 1,653 | | | | | |
Health & Biosciences | 531 | | | 513 | | | | | |
Scent | 645 | | | 608 | | | | | |
Pharma Solutions | 227 | | | 253 | | | | | |
Consolidated | $ | 2,899 | | | $ | 3,027 | | | | | |
Segment Adjusted Operating EBITDA: | | | | | | | |
Nourish | $ | 216 | | | $ | 208 | | | | | |
Health & Biosciences | 159 | | | 131 | | | | | |
Scent | 157 | | | 105 | | | | | |
Pharma Solutions | 46 | | | 59 | | | | | |
Total | 578 | | | 503 | | | | | |
Depreciation & Amortization | (278) | | | (276) | | | | | |
Interest Expense | (83) | | | (100) | | | | | |
Other Expense, net | (1) | | | (17) | | | | | |
Restructuring and Other Charges (a) | (3) | | | (52) | | | | | |
Acquisition, Divestiture and Integration Related Costs (b) | (58) | | | (31) | | | | | |
Entity Realignment Costs (c) | (1) | | | — | | | | | |
Strategic Initiatives Costs (d) | (4) | | | (13) | | | | | |
Regulatory Costs (e) | (35) | | | (5) | | | | | |
Other (f) | — | | | 5 | | | | | |
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Income Before Taxes | $ | 115 | | | $ | 14 | | | | | |
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_______________________
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(a) | For 2024, represents costs related to lease impairment and severance as part of the Company's restructuring efforts. For 2023, represents costs primarily related to severance as part of the Company's restructuring efforts. | |
(b) | For 2024 and 2023, primarily represents costs related to the Company's actual and planned acquisitions and divestitures and integration related activities primarily for N&B. These costs primarily consisted of external consulting fees, professional and legal fees and salaries of individuals who are fully dedicated to such efforts. For 2024 and 2023, tax expenses for business divestiture costs included establishments of deferred tax liabilities related to planned sales of businesses.
For the three months ended March 31, 2024, business divestiture and integration related costs were approximately $56 million and $2 million, respectively. For the three months ended March 31, 2023, business divestiture and integration related costs were approximately $21 million and $10 million, respectively. | |
(c) | Represents costs related to the Company's entity realignment project to optimize the structure of holding companies, primarily consulting fees. | |
(d) | Represents costs related to the Company's strategic assessment and business portfolio optimization efforts and reorganizing the Global Business Services Centers, primarily consulting fees. | |
(e) | Represents costs primarily related to legal fees incurred and provisions recognized for the ongoing investigations of the fragrance businesses. | |
(f) | For 2024, represents the net impact of costs related to severance, including accelerated stock compensation expense, for a certain executive who has separated from the Company and gains from sale of assets. For 2023, represents gains from sale of assets. | |
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Net sales, which are attributed to individual regions based upon the destination of product delivery, were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Europe, Africa and Middle East | $ | 977 | | | $ | 1,070 | | | | | |
Greater Asia | 682 | | | 688 | | | | | |
North America | 866 | | | 905 | | | | | |
Latin America | 374 | | | 364 | | | | | |
Consolidated | $ | 2,899 | | | $ | 3,027 | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Net sales related to the U.S. | $ | 811 | | | $ | 871 | | | | | |
Net sales attributed to all foreign countries | 2,088 | | | 2,156 | | | | | |
No non-U.S. country had net sales greater than 10% of total consolidated net sales for each of the three months ended March 31, 2024 and 2023.
NOTE 7. EMPLOYEE BENEFITS
Pension and other defined contribution retirement plan expenses included the following components:
| | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | U.S. Plans |
Three Months Ended March 31, | | |
2024 | | 2023 | | | | |
| | | | | | | |
Interest cost on projected benefit obligation(2) | $ | 6 | | | $ | 7 | | | | | |
Expected return on plan assets(2) | (6) | | | (8) | | | | | |
Net amortization and deferrals(2) | 1 | | | — | | | | | |
Net periodic benefit (income) cost | $ | 1 | | | $ | (1) | | | | | |
| | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Non-U.S. Plans |
Three Months Ended March 31, | | |
2024 | | 2023 | | | | |
Service cost for benefits earned(1) | $ | 6 | | | $ | 5 | | | | | |
Interest cost on projected benefit obligation(2) | 9 | | | 9 | | | | | |
Expected return on plan assets(2) | (13) | | | (12) | | | | | |
Net amortization and deferrals(2) | 2 | | | — | | | | | |
| | | | | | | |
Net periodic benefit (income) cost | $ | 4 | | | $ | 2 | | | | | |
_______________________
(1)Included as a component of Operating profit.
(2)Included as a component of Other expense, net.
The Company expects to contribute a total of $5 million to its U.S. pension plans and a total of $23 million to its non-U.S. pension plans during 2024. During the three months ended March 31, 2024, no contributions were made to the qualified U.S. pension plans, $6 million of contributions were made to the non-U.S. pension plans and $1 million of contributions were made with respect to the Company’s non-qualified U.S. pension plan.
(Income) expense recognized for post-retirement benefits other than pensions included the following components:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
| | | | | | | |
Interest cost on projected benefit obligation | $ | 1 | | | $ | 1 | | | | | |
Net amortization and deferrals | (1) | | | (1) | | | | | |
Total postretirement benefit (income) expense | $ | — | | | $ | — | | | | | |
The Company expects to contribute $4 million to its postretirement benefits other than pension plans during 2024. In the three months ended March 31, 2024, $1 million of benefit payments were made.
NOTE 8. OTHER EXPENSE, NET
Other expense, net consisted of the following:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
(DOLLARS IN MILLIONS) | 2024 | | 2023 | | | | |
Foreign exchange losses | $ | (8) | | | $ | (15) | | | | | |
Interest income | 3 | | | — | | | | | |
Losses on business divestitures | — | | | (14) | | | | | |
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Pension-related benefit | 1 | | | 5 | | | | | |
Other | 3 | | | 7 | | | | | |
Other expense, net | $ | (1) | | | $ | (17) | | | | | |
NOTE 9. INCOME TAXES
The effective tax rate for the three months ended March 31, 2024 was 47.0%, which was primarily driven by tax expenses relating to business divestitures and changes in the mix of earnings, some of which do not give rise to tax benefits due to valuation allowances.
As of March 31, 2024, the Company had approximately $128 million of unrecognized tax benefits recorded in Other liabilities. If these unrecognized tax benefits were recognized, the effective tax rate would be affected.
As of March 31, 2024, the Company had accrued interest and penalties of approximately $48 million classified in Other liabilities.
As of March 31, 2024, the Company’s aggregate provisions for uncertain tax positions, including interest and penalties, was approximately $176 million associated with tax positions asserted in various jurisdictions.
The Company regularly repatriates earnings from non-U.S. subsidiaries. As the Company repatriates 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, 2024, the Company had a deferred tax liability of approximately $174 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 the Company intends to indefinitely reinvest the earnings to fund local operations and/or capital projects.
NOTE 10. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Asset Type | | | |
Land | $ | 192 | | | $ | 195 | |
Buildings and improvements | 1,805 | | | 1,822 | |
Machinery and equipment | 3,754 | | | 3,752 | |
Information technology | 496 | | | 473 | |
Construction in process | 366 | | | 400 | |
Total Property, plant and equipment | 6,613 | | | 6,642 | |
Accumulated depreciation | (2,468) | | | (2,402) | |
Total Property, plant and equipment, net | $ | 4,145 | | | $ | 4,240 | |
Depreciation expense was $110 million and $105 million for the three months ended March 31, 2024 and 2023, respectively.
Interest incurred during the construction period of certain property, plant and equipment is capitalized until the underlying assets are placed in service, at which time straight-line amortization of the capitalized interest begins over the estimated useful lives of the related assets. Capitalized interest was approximately $4 million for each of the three months ended March 31, 2024 and 2023.
NOTE 11. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
Movements in goodwill attributable to each reportable segment for the three months ended March 31, 2024 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Nourish | | Health & Biosciences | | Scent | | Pharma Solutions | | | | Total |
Balance at January 1, 2024 | $ | 3,489 | | | $ | 4,391 | | | $ | 1,490 | | | $ | 1,265 | | | | | $ | 10,635 | |
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Foreign exchange | (35) | | | (39) | | | (8) | | | (15) | | | | | (97) | |
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Balance at March 31, 2024 | $ | 3,454 | | | $ | 4,352 | | | $ | 1,482 | | | $ | 1,250 | | | | | $ | 10,538 | |
The goodwill balances at January 1, 2024 and March 31, 2024 included $2.623 billion and $2.250 billion of accumulated impairment related to the Nourish and Health & Biosciences reportable segments, respectively. The accumulated impairment relates to impairment charges recorded in 2023 and 2022.
Other Intangible Assets
Other intangible assets, net consisted of the following amounts:
| | | | | | | | | | | |
| March 31, | | December 31, |
(DOLLARS IN MILLIONS) | 2024 | | 2023 |
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Asset Type | | | |
Customer relationships | $ | 8,137 | | | $ | 8,211 | |
Technological know-how | 2,336 | | | 2,355 | |
Trade names & patents | 334 | | | 337 | |
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Other | 44 | | | 44 | |
Total carrying value | 10,851 | | | 10,947 | |
Accumulated Amortization | | | |
Customer relationships | (1,708) | | | (1,619) | |
Technological know-how | (863) | | | (813) | |
Trade names & patents | (123) | | | (117) | |
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Other | (41) | | | (41) | |
Total accumulated amortization | (2,735) | | | (2,590) | |
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Other intangible assets, net | $ | 8,116 | | | $ | 8,357 | |
Amortization
Amortization expense was $168 million and $171 million for the three months ended March 31, 2024 and 2023, respectively.
Amortization expense for the next five years, based on valuations and determinations of useful lives, is expected to be as follows:
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(DOLLARS IN MILLIONS) | Remainder of 2024 | | 2025 | | 2026 | | 2027 | | 2028 |
Estimated future intangible amortization expense | $ | 502 | | | $ | 668 | | | $ | 666 | | | $ | 573 | | | $ | 559 | |
NOTE 12. OTHER CURRENT ASSETS AND LIABILITIES, AND OTHER ASSETS
Prepaid expenses and other current assets consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Value-added tax receivable | $ | 171 | | | $ | 187 | |
Prepaid income taxes | 163 | | | 178 | |
Packaging materials and supplies | 161 | | | 161 | |
Prepaid expenses | 202 | | | 184 | |
| | | |
Other | 74 | | | 165 | |
Total | $ | 771 | | | $ | 875 | |
Other assets consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Deferred income taxes | $ | 253 | | | $ | 278 | |
Overfunded pension plans | 142 | | | 139 | |
Cash surrender value of life insurance contracts | 50 | | | 49 | |
Finance lease right-of-use assets | 26 | | | 26 | |
Equity method investments | 11 | | | 11 | |
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Other(1) | 255 | | | 261 | |
Total | $ | 737 | | | $ | 764 | |
_______________________(1)Includes land usage rights in China, long-term deposits and receivables on certain derivative instruments.
Other current liabilities consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Rebates and incentives payable | $ | 102 | | | $ | 105 | |
Value-added tax payable | 49 | | | 77 | |
Interest payable | 80 | | | 65 | |
Current pension and other postretirement benefit obligation | 14 | | | 13 | |
Accrued insurance (including workers’ compensation) | 9 | | | 9 | |
Earn outs payable | 32 | | | 32 | |
Accrued restructuring | 3 | | | 14 | |
Current operating lease obligation | 91 | | | 85 | |
| | | |
| | | |
Accrued freight | 13 | | | 14 | |
Accrued commissions payable | 11 | | | 10 | |
Accrued income taxes | 126 | | | 194 | |
| | | |
Accrued expenses payable | 300 | | | 262 | |
Other | 126 | | | 97 | |
Total | $ | 956 | | | $ | 977 | |
NOTE 13. DEBT
Debt consisted of the following:
| | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Effective Interest Rate | | March 31, 2024 | | December 31, 2023 |
| | | | | |
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2024 Euro Notes(1) | 1.88 | % | | $ | — | | | $ | 552 | |
2025 Notes(1) | 1.22 | % | | 1,000 | | | 1,000 | |
2026 Euro Notes(1) | 1.93 | % | | 861 | | | 879 | |
2027 Notes(1) | 1.56 | % | | 1,211 | | | 1,212 | |
2028 Notes(1) | 4.57 | % | | 398 | | | 398 | |
2030 Notes(1) | 2.21 | % | | 1,508 | | | 1,508 | |
2040 Notes(1) | 3.04 | % | | 772 | | | 773 | |
2047 Notes(1) | 4.44 | % | | 495 | | | 495 | |
2048 Notes(1) | 5.12 | % | | 787 | | | 787 | |
2050 Notes(1) | 3.21 | % | | 1,569 | | | 1,569 | |
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2024 Term Loan Facility(2) | 3.75 | % | | — | | | 270 | |
2026 Term Loan Facility(2) | 5.82 | % | | 609 | | | 625 | |
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Revolving Credit Facility(3) | | | 250 | | | — | |
Commercial paper(4) | | | 836 | | | — | |
Bank overdrafts and other | | | 2 | | | 3 | |
| | | | | |
Total debt | | | 10,298 | | | 10,071 | |
Less: Short-term borrowings(5) | | | (1,148) | | | (885) | |
Total Long-term debt | | | $ | 9,150 | | | $ | 9,186 | |
_______________________
(1)Amount is net of unamortized discount and debt issuance costs.
(2)Amount is recorded at fair value.
(3)The interest rate on the Revolving Credit Facility is, at the applicable borrower’s option, a per annum rate equal to either (x) an eurocurrency rate plus an applicable margin varying from 1.125% to 1.750% or (y) a base rate plus an applicable margin varying from 0.125% to 0.750%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.
(4)The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Additionally, the effective interest rate of commercial paper is not meaningful as issuances do not materially differ from short-term interest rates.
(5)Includes bank borrowings, commercial paper, overdrafts and current portion of long-term debt.
Commercial Paper
For the three months ended March 31, 2024, the Company had gross issuances of $2.099 billion and repayments of $1.263 billion under the commercial paper program. The commercial paper issued had original maturities of less than 34 days. For the three months ended March 31, 2023, the Company had gross issuances of $1.320 billion and repayments of $919 million under the commercial paper program. The commercial paper issued had original maturities of less than 86 days.
The commercial paper program is backed by the borrowing capacity available under the Revolving Credit Facility. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.
Revolving Credit Facility
For the three months ended March 31, 2024, the Company had drawdowns of $250 million under the Revolving Credit Facility. For the three months ended March 31, 2023, the Company had drawdowns of $400 million and repayments of $500 million under the Revolving Credit Facility.
Repayments of Debt
On February 1, 2024, the Company made a $270 million debt repayment related to the 2024 Term Loan Facility at maturity, which was primarily funded from commercial paper issuances.
On March 14, 2024, the Company made a €500 million debt repayment related to the 2024 Euro Notes at maturity, which was primarily funded from commercial paper issuances.
During the first quarter of 2024, the Company made a quarterly debt repayment of approximately $16 million related to the 2026 Term Loan Facility in accordance with the terms of the debt agreement.
Subsequent Event
In the first week of April 2024, the Company made net repayments totaling $586 million related to the commercial paper program and a repayment of $250 million related to the Revolving Credit Facility, which was primarily funded from the proceeds received from the divestiture of the Cosmetic Ingredients business.
NOTE 14. LEASES
The Company has leases for corporate offices, manufacturing facilities, research and development facilities and certain transportation and office equipment. The Company’s leases have remaining lease terms of up to 50 years, some of which include options to extend the leases for up to 15 years.
The components of lease expense were as follows:
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| Three Months Ended | | Three Months Ended | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | March 31, 2023 | | | | |
Operating leases | | | | | | | |
Operating lease cost | $ | 32 | | | $ | 33 | | | | | |
Variable lease cost | 16 | | | 16 | | | | | |
Total operating lease cost | $ | 48 | | | $ | 49 | | | | | |
Finance leases | | | | | | | |
Finance lease cost | $ | 3 | | | $ | 2 | | | | | |
Supplemental cash flow information related to leases was as follows:
| | | | | | | | | | | |
| Three Months Ended | Three Months Ended |
(DOLLARS IN MILLIONS) | March 31, 2024 | | March 31, 2023 |
Cash paid for amounts included in the measurement of lease liabilities | | | |
Operating cash flows for operating leases | $ | 28 | | | $ | 33 | |
| | | |
Financing cash flows for finance leases | 2 | | | 2 | |
Right-of-use assets obtained in exchange for lease obligations | | | |
Operating leases | 39 | | | 137 | |
Finance leases | 3 | | | 2 | |
Operating lease right-of-use assets are presented in “Operating lease right-of-use assets” and finance lease right-of-use assets are presented in “Other assets” on the Consolidated Balance Sheets. Operating lease liabilities are presented in “Operating lease liabilities” and finance lease liabilities are presented in “Other liabilities” on the Consolidated Balance Sheets. Any other current liabilities related to operating and finance lease liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
NOTE 15. FINANCIAL INSTRUMENTS
Fair Value
Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
•Level 1 — Quoted prices for identical instruments in active markets.
•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
•Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company also considers counterparty credit risk in its assessment of fair value. The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the Secured Overnight Financing Rate (“Term SOFR”) swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. The Company does not have any instruments classified as Level 3, other than those included in pension asset trusts as discussed in Note 15 of the Company’s 2023 Form 10-K.
The carrying values and the estimated fair values of financial instruments at March 31, 2024 and December 31, 2023 consisted of the following:
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| March 31, 2024 | | December 31, 2023 |
(DOLLARS IN MILLIONS) | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
LEVEL 1 | | | | | | | |
Cash and cash equivalents(1) | $ | 732 | | | $ | 732 | | | $ | 703 | | | $ | 703 | |
LEVEL 2 | | | | | | | |
Credit facilities and bank overdrafts(2) | 252 | | | 252 | | | 3 | | | 3 | |
Derivatives | | | | | | | |
Derivative assets(3) | 1 | | | 1 | | | 41 | | | 41 | |
Derivative liabilities(3) | 166 | | | 166 | | | 165 | | | 165 | |
Commercial paper(2) | 836 | | | 836 | | | — | | | — | |
Long-term debt: | | | | | | | |
| | | | | | | |
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2024 Euro Notes(4) | — | | | — | | | 552 | | | 549 | |
2025 Notes(4) | 1,000 | | | 937 | | | 1,000 | | | 924 | |
2026 Euro Notes(4) | 861 | | | 825 | | | 879 | | | 835 | |
2027 Notes(4) | 1,211 | | | 1,066 | | | 1,212 | | | 1,049 | |
2028 Notes(4) | 398 | | | 388 | | | 398 | | | 389 | |
2030 Notes(4) | 1,508 | | | 1,248 | | | 1,508 | | | 1,240 | |
2040 Notes(4) | 772 | | | 535 | | | 773 | | | 536 | |
2047 Notes(4) | 495 | | | 389 | | | 495 | | | 382 | |
2048 Notes(4) | 787 | | | 687 | | | 787 | | | 678 | |
2050 Notes(4) | 1,569 | | | 1,002 | | | 1,569 | | | 1,029 | |
2024 Term Loan Facility(5) | — | | | — | | | 270 | | | 270 | |
2026 Term Loan Facility(5) | 609 | | | 609 | | | 625 | | | 625 | |
| | | | | | | |
_______________________
(1)The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.
(2)The carrying amount approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments.
(3)The carrying amount approximates fair value as the instruments are marked-to-market and held at fair value on the Consolidated Balance Sheets.
(4)The fair value of the Note is obtained from pricing services engaged by the Company, and the Company receives one price for each security. The fair value provided by the pricing services are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. The inputs to the valuation techniques applied by the pricing services are typically benchmark yields, benchmark security prices, credit spreads, reported trades and broker-dealer quotes, all with reasonable levels of transparency.
(5)The carrying amount approximates fair value as the Term Loans were assumed at fair value and the interest rate is reset frequently based on current market rates.
Derivatives
Foreign Currency Forward Contracts
The Company periodically enters into foreign currency forward contracts with the objective of managing our exchange rate risk related to foreign currency denominated monetary assets and liabilities of our operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions.
Commodity Contracts
The Company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as soybeans, soybean oil and soybean meal.
The Company also utilizes options, futures and swaps that are designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of natural gas used in our manufacturing process.
Hedges Related to Issuances of Debt
As of March 31, 2024, the Company designated approximately $861 million of Euro Notes as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements is recorded in Other comprehensive income (“OCI”) as a component of foreign currency translation adjustments in the accompanying Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income.
Cross Currency Swaps
The Company has twelve EUR/USD cross currency swaps with a notional value of $1.400 billion that mature through November 2030. The swaps all qualified as net investment hedges in order to mitigate a portion of the Company’s net European investments from foreign currency risk. As of March 31, 2024, the twelve swaps were in a liability position with an aggregate fair value of $132 million, which were classified as Other liabilities on the Consolidated Balance Sheets. Changes in fair value related to cross currency swaps are recorded in OCI.
The following table shows the notional amount of the Company’s derivative instruments outstanding as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | March 31, 2024 | | December 31, 2023 |
Foreign currency contracts(1) | $ | (2,697) | | | $ | (1,400) | |
Commodity contracts(1) | 6 | | | 7 | |
Cross currency swaps | 1,400 | | | 1,400 | |
_______________________(1)Foreign currency contracts and commodity contracts are presented net of contracts bought and sold.
The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected on the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | |
| March 31, 2024 |
(DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | | Fair Value of Derivatives Not Designated as Hedging Instruments | | Total Fair Value |
Derivative assets(1) | | | | | |
Foreign currency contracts | $ | — | | | $ | 1 | | | $ | 1 | |
| | | | | |
| | | | | |
Total derivative assets | $ | — | | | $ | 1 | | | $ | 1 | |
Derivative liabilities(2) | | | | | |
Foreign currency contracts | $ | — | | | $ | 33 | | | $ | 33 | |
Cross currency swaps | 132 | | | — | | | 132 | |
Commodity contracts | 1 | | | — | | | 1 | |
Total derivative liabilities | $ | 133 | | | $ | 33 | | | $ | 166 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2023 |
(DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | | Fair Value of Derivatives Not Designated as Hedging Instruments | | Total Fair Value |
Derivative assets(1) | | | | | |
Foreign currency contracts | $ | — | | | $ | 41 | | | $ | 41 | |
| | | | | |
| | | | | |
Total derivative assets | $ | — | | | $ | 41 | | | $ | 41 | |
Derivative liabilities(2) | | | | | |
Foreign currency contracts | $ | — | | | $ | 4 | | | $ | 4 | |
Cross currency swaps | 161 | | | — | | | 161 | |
Total derivative liabil |