What the changes say
- Portfolio optimization and divestitures, including strategic alternatives for the Food Ingredients segment, carry significant execution and separation risks.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
If we are unable to successfully execute our strategic transformation, or enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures, it may have a material adverse effect on our business, results of operations and financial condition
Executing our strategic transformation and divestitures, such as evaluating strategic alternatives for our Food Ingredients segment, involves complex costs and operational risks.
- NewRisks Related to Our Business and Industry
Trade wars, tariffs, sanctions, geopolitical developments, supply chain disruptions, environmental events, natural disasters, public health or human rights crises, and other events may adversely affect our sourcing of raw materials, and our development, manufacturing, distribution or sale of our products
Global supply chain disruptions and geopolitical conflicts can restrict our sourcing of raw materials like essential oils and botanical extracts.
- NewRisks Related to Our Business and Industry
We are exposed to AI-related risks and opportunities that if we fail to properly manage, could result in material liabilities, or otherwise materially adversely affect our business, results of operations, and financial condition
Adopting AI tools in our operations and research creates risks of intellectual property loss, data privacy breaches, and competitive disadvantages.
- NewRisks Related to Our Business and Industry
Our inability to recruit, retain or transition employees could adversely affect our ability to compete and achieve our strategic goals
Our strategic reorganization and cost reallocations may cause employee turnover and hinder our ability to recruit specialized scientific talent.
- NewRisks Related to Legal and Regulatory Considerations
December 31, 2022 and created a new excise tax on stock repurchases made by certain publicly traded corporations after December 31, 2022
The enactment of the One Big Beautiful Bill Act in July 2025 and global tax initiatives increase our tax uncertainty and cash tax liabilities.
Dropped
- DroppedRisks Related to Our Business and Industry
If we are unable to successfully execute our strategic transformation, including our portfolio optimization, it may have a material adverse effect on our business, results of operations and financial condition
- DroppedRisks Related to Our Business and Industry
Our insurance may not be adequate to protect us from potential material expenses related to pending and future claims and our current levels of insurance may not be available in the future at commercially reasonable prices. Any of these factors could adversely affect our profitability and results of operations
Divestitures of Cosmetic Ingredients and Flavors and Essences UK businesses.
- DroppedRisks Related to Our Business and Industry
amount of raw materials that will be used for the geographic region in which we will need these materials or competitively price our products, our margins could be adversely affected
- DroppedRisks Related to Our Business and Industry
Inflationary trends and pricing uncertainty, including in the price of our input costs, such as raw materials, transportation and energy, could adversely affect our business and financial results in the short term and result in uncertainties in the long term
- DroppedRisks Related to Our Business and Industry
A significant portion of our sales is generated from a limited number of large multi-national customers, which are currently under competitive pressures that may affect the demand for our products and profitability
Insurance adequacy for pending and future claims.
- DroppedRisks Related to Our Business and Industry
We may not successfully develop and introduce new products that meet our customers’ needs, which may adversely affect our results of operations
Climate change and greenhouse gas impacts on raw material availability.
- DroppedRisks Related to Our Business and Industry
We are subject to risks associated with the potential use of AI in our own operations and by third-party partners that we may engage with
Inflationary trends and input cost volatility in 2025.
- DroppedRisks Related to Our Business and Industry
We have made investments in and continue to expand our business into emerging markets, which exposes us to certain risks
- DroppedRisks Related to Our Business and Industry
If we fail to successfully enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures, or successfully manage such transactions, it could adversely affect our business and growth opportunities
- DroppedRisks Related to Our Business and Industry
Any reduction in the amount of dividends we pay to shareholders could have an adverse effect on the trading price of our common stock
Top 25 multinational customers accounting for 33% of sales.
- DroppedRisks Related to Our Business and Industry
employees is critical in, among other things, meeting productivity goals as well as the development of new products and technologies, which is an integral component of our growth strategy
Risks in successfully developing new products and molecules.
- DroppedRisks Related to Our Business and Industry
If we are unable to successfully market to our expanded and diverse customer base, our operating results and future growth may be adversely affected
- DroppedRisks Related to Legal and Regulatory Considerations
Defects, quality issues (including product recalls), inadequate disclosure or misuse with respect to the products and capabilities could adversely affect our business, reputation and results of operations
Risks associated with potential use of AI by IFF and partners.
- DroppedRisks Related to Legal and Regulatory Considerations
making, using or selling our products or processes. The ongoing trend among our customers towards more transparent labeling could further diminish our ability to effectively protect our products
Risks from expanding business into emerging markets.
Reworded
- 100% rewrittenRisks Related to Our Business and Industry
We have a substantial amount of indebtedness that could materially adversely affect, among other things, our financial condition, our ability to return capital to our shareholders, needed investments into our business and our credit ratings
Total debt figure updated to approximately $5.994 billion as of December 31, 2025, down from $8.977 billion.
- 99% rewrittenRisks Related to Our Business and Industry
Our business is highly competitive, and if we are unable to compete effectively, our sales and results of operations will suffer
Expanded to include risks from entering adjacent markets like functional foods and specialty fine ingredients.
- 96% rewrittenRisks Related to Legal and Regulatory Considerations
If we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations
Added specific regulatory scrutiny regarding synthetic or biotechnology-derived components and food safety laws.
- 93% rewrittenRisks Related to Our Business and Industry
Our results of operations may be negatively impacted by legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits
Added antitrust and competition investigations and related class action lawsuits as specific litigation risks.
Was: Our results of operations may be negatively impacted by the outcome of uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits
- 88% rewrittenRisks Related to Our Business and Industry
A significant data breach or other disruption to our information technology systems could disrupt our operations, result in the loss of confidential information or personal data, and adversely impact our reputation, productivity, business or results of operations
Updated to detail our information security program and specific threat actors like cyber criminals and malicious employees.
- 86% rewrittenRisks Related to Our Business and Industry
Our performance may be adversely impacted if we are not successful in managing our inventory and/or working capital balances
Added reference to selling certain accounts receivable on a non-recourse basis under customer-sponsored factoring agreements.
- 86% rewrittenRisks Related to Legal and Regulatory Considerations
We could be adversely affected by violations, by us or our counterparties, of U.S. or foreign anti-bribery, international trade, anti-corruption, antitrust or competition laws and regulations, applicable sanctions or employment and human rights or employment regulations
Clarified that U.S. companies may be held liable under the FCPA for corrupt actions by agents and partners.
Was: We could be adversely affected by violations, by us or our counterparties, of U.S. or foreign anti-bribery and anti-corruption laws and regulations, applicable sanctions or competition laws and regulations in the jurisdictions in which we operate or ethical business practices and related laws and regulations
- 85% rewrittenRisks Related to Our Business and Industry
Consumer demand and preferences, as well as regulatory trends may impact demand for our products, which may have a negative effect on our operating results and future growth
Added specific mention of weight management pharmaceutical products like GLP-1 affecting consumer demand.
Was: Regulatory, consumer and economic trends may result in significant costs or adversely affect demand for our products which may have a negative impact on our operating results and future growth
- 69% rewrittenRisks Related to Legal and Regulatory Considerations
The N&B Transaction could result in significant tax liability, and we may be obligated to indemnify DuPont for any such tax liability imposed on DuPont
- 65% rewrittenRisks Related to Legal and Regulatory Considerations
Our ability to compete effectively depends on our ability to protect our intellectual property rights
- 47% rewrittenRisks Related to Legal and Regulatory Considerations
Changes in our tax rates, the adoption of new U.S. or international tax legislation, or changes in existing tax laws could expose us to additional tax liabilities that may affect our future results
- 45% rewrittenRisks Related to Our Business and Industry
A significant portion of our assets consists of long-lived assets, including tangible assets such as our manufacturing facilities, and intangible assets, including goodwill and customer relationships
- 39% rewrittenRisks Related to Our Business and Industry
Our ability to declare and pay dividends is subject to certain considerations
All 24 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Consumer demand and preferences, as well as regulatory trends may impact demand for our products, which may have a negative effect on our operating results and future growth85% rewritten
- 02Our business is highly competitive, and if we are unable to compete effectively, our sales and results of operations will suffer99% rewritten
- 03If we are unable to successfully execute our strategic transformation, or enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures, it may have a material adverse effect on our business, results of operations and financial conditionNew
- 04Our performance may be adversely impacted if we are not successful in managing our inventory and/or working capital balances86% rewritten
- 05Our results of operations may be negatively impacted by legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits93% rewritten
- 06Trade wars, tariffs, sanctions, geopolitical developments, supply chain disruptions, environmental events, natural disasters, public health or human rights crises, and other events may adversely affect our sourcing of raw materials, and our development, manufacturing, distribution or sale of our productsNew
- 07A significant data breach or other disruption to our information technology systems could disrupt our operations, result in the loss of confidential information or personal data, and adversely impact our reputation, productivity, business or results of operations88% rewritten
- 08We are exposed to AI-related risks and opportunities that if we fail to properly manage, could result in material liabilities, or otherwise materially adversely affect our business, results of operations, and financial conditionNew
- 09The impact of currency fluctuation or devaluation in the international markets in which we operate may negatively affect our results of operations
- 10International economic, political, legal, compliance and business factors could negatively affect our financial statements, operations and growth
- 11Our inability to recruit, retain or transition employees could adversely affect our ability to compete and achieve our strategic goalsNew
- 12A significant portion of our assets consists of long-lived assets, including tangible assets such as our manufacturing facilities, and intangible assets, including goodwill and customer relationships45% rewritten
- 13Our customers, consumers and shareholders continue to be sensitive to environmental-related and other long-term sustainability issues. At the same time, we face increasing regulatory reporting requirements related to sustainability topics
- 14Our ability to declare and pay dividends is subject to certain considerations39% rewritten
- 15We have a substantial amount of indebtedness that could materially adversely affect, among other things, our financial condition, our ability to return capital to our shareholders, needed investments into our business and our credit ratings100% rewritten
- 16Our funding obligations for our pension and postretirement plans could adversely affect our earnings and cash flows
Risks Related to Legal and Regulatory Considerations
- 17If we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations96% rewritten
- 18Failure to comply with environmental protection laws may cause us to close, relocate or operate one or more of our plants at reduced production levels, and expose us to civil or criminal liability, which could adversely affect our operating results and future growth
- 19We could be adversely affected by violations, by us or our counterparties, of U.S. or foreign anti-bribery, international trade, anti-corruption, antitrust or competition laws and regulations, applicable sanctions or employment and human rights or employment regulations86% rewritten
- 20Our ability to compete effectively depends on our ability to protect our intellectual property rights65% rewritten
- 21Changes in our tax rates, the adoption of new U.S. or international tax legislation, or changes in existing tax laws could expose us to additional tax liabilities that may affect our future results47% rewritten
- 22December 31, 2022 and created a new excise tax on stock repurchases made by certain publicly traded corporations after December 31, 2022New
- 23The N&B Transaction could result in significant tax liability, and we may be obligated to indemnify DuPont for any such tax liability imposed on DuPont69% rewritten
- 24If we fail to comply with data protection laws in the U.S. and abroad, we may be subject to fines, penalties and other costs
Other International Flavors & Fragrances 10-Ks
- FY2024 10-K risk factors33 risks
International Flavors & Fragrances faces substantial debt of $8.977 billion and must successfully execute ongoing strategic portfolio divestitures.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.