Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-4858 | |
Entity Registrant Name | INTERNATIONAL FLAVORS & FRAGRANCES INC | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 13-1432060 | |
Entity Address, Address Line One | 521 West 57th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 765-5500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 248,919,878 | |
Entity Central Index Key | 0000051253 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock, par value 12 1/2¢ per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value 12 1/2¢ per share | |
Trading Symbol | IFF | |
Security Exchange Name | NYSE | |
6.00% Tangible Equity Units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.00% Tangible Equity Units | |
Trading Symbol | IFFT | |
Security Exchange Name | NYSE | |
0.500% Senior Notes due 2021 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.500% Senior Notes due 2021 | |
Trading Symbol | IFF 21 | |
Security Exchange Name | NYSE | |
1.750% Senior Notes due 2024 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.750% Senior Notes due 2024 | |
Trading Symbol | IFF 24 | |
Security Exchange Name | NYSE | |
1.800% Senior Notes due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.800% Senior Notes due 2026 | |
Trading Symbol | IFF 26 | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 872 | $ 650 |
Restricted cash | 7 | 7 |
Trade receivables (net of allowances of $40 and $21, respectively) | 2,023 | 929 |
Inventories: | ||
Raw materials | 780 | 566 |
Work in process | 325 | 38 |
Finished goods | 1,484 | 528 |
Total Inventories | 2,589 | 1,132 |
Prepaid expenses and other current assets | 683 | 342 |
Total Current Assets | 6,174 | 3,060 |
Property, plant and equipment, at cost | 6,088 | 2,928 |
Accumulated depreciation | (1,501) | (1,470) |
Total Property Plant and Equipment | 4,587 | 1,458 |
Goodwill | 17,104 | 5,593 |
Other intangible assets, net | 11,652 | 2,727 |
Operating lease right-of-use assets | 803 | 299 |
Other assets | 497 | 418 |
Total Assets | 40,817 | 13,555 |
Current Liabilities: | ||
Bank borrowings, overdrafts, and current portion of long-term debt | 628 | 634 |
Accounts payable | 1,337 | 556 |
Accrued payroll and bonus | 222 | 133 |
Dividends payable | 192 | 82 |
Other current liabilities | 882 | 499 |
Total Current Liabilities | 3,261 | 1,904 |
Long-term debt | 11,330 | 3,779 |
Retirement liabilities | 550 | 326 |
Deferred income taxes | 2,727 | 593 |
Operating lease liability | 697 | 265 |
Other liabilities | 469 | 268 |
Total Other Liabilities | 15,773 | 5,231 |
Commitments and Contingencies | ||
Redeemable noncontrolling interests | 102 | 98 |
Shareholders' Equity: | ||
Common stock 12 1/2¢ par value; 500,000,000 shares authorized; 270,266,598 shares issued as of March 31, 2021 and 128,526,137 shares issued as of December 31, 2020; and 248,859,641 and 106,937,990 shares outstanding as of March 31, 2021 and December 31, 2020, respectively | 34 | 16 |
Capital in excess of par value | 19,796 | 3,853 |
Retained earnings | 3,922 | 4,156 |
Accumulated other comprehensive loss | (1,102) | (698) |
Treasury stock, at cost (21,406,957 and 21,588,147 shares as of March 31, 2021 and December 31, 2020, respectively) | (1,008) | (1,017) |
Total Shareholders’ Equity | 21,642 | 6,310 |
Noncontrolling interest | 39 | 12 |
Total Shareholders’ Equity including Noncontrolling interest | 21,681 | 6,322 |
Total Liabilities and Shareholders’ Equity | $ 40,817 | $ 13,555 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade receivables allowances | $ 40 | $ 21 |
Common stock, par value, in dollars per share | $ 0.125 | $ 0.125 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 270,266,598 | 128,526,137 |
Common stock, shares outstanding | 248,859,641 | 106,937,990 |
Treasury stock, shares at cost | 21,406,957 | 21,588,147 |
CONSOLIDATED STATEMENT OF INCOM
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 2,465 | $ 1,347 |
Cost of goods sold | 1,711 | 781 |
Gross profit | 754 | 566 |
Research and development expenses | 143 | 86 |
Selling and administrative expenses | 451 | 230 |
Amortization of acquisition-related intangibles | 152 | 48 |
Restructuring and other charges, net | 4 | 5 |
Losses on sales of fixed assets | 0 | 1 |
Operating profit | 4 | 196 |
Interest expense | 65 | 32 |
Other (income) expense, net | (7) | 11 |
(Loss) income before taxes | (54) | 153 |
Taxes on (loss) income | (14) | 26 |
Net (loss) income | (40) | 127 |
Net income attributable to noncontrolling interests | 2 | 3 |
Net (loss) income attributable to IFF stockholders | (42) | 124 |
Other comprehensive loss, after tax: | ||
Foreign currency translation adjustments | (417) | (452) |
Gains on derivatives qualifying as hedges | 4 | 1 |
Pension and postretirement net liability | 9 | 4 |
Net current period other comprehensive income (loss) | (404) | (447) |
Comprehensive loss attributable to IFF stockholders | $ (446) | $ (323) |
Net income per share - basic (in dollars per share) | $ (0.21) | $ 1.16 |
Net income per share - diluted (in dollars per share) | $ (0.21) | $ 1.15 |
Average number of shares outstanding - basic (in shares) | 206 | 112 |
Average number of shares outstanding - diluted (in shares) | 206 | 113 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (40) | $ 127 |
Adjustments to reconcile to net cash provided by operating activities | ||
Depreciation and amortization | 242 | 81 |
Deferred income taxes | (86) | 2 |
Losses on sale of assets | 0 | 1 |
Stock-based compensation | 11 | 9 |
Pension contributions | (9) | (5) |
Changes in assets and liabilities, net of acquisitions: | ||
Trade receivables | (175) | (133) |
Inventories | 118 | (1) |
Accounts payable | 250 | (32) |
Accruals for incentive compensation | (22) | (19) |
Other current payables and accrued expenses | 48 | (65) |
Other assets | 229 | 42 |
Other liabilities | (208) | 10 |
Net cash provided by operating activities | 358 | 17 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (93) | (49) |
Proceeds from life insurance contracts | 0 | 2 |
Proceeds from disposal of assets | 1 | 4 |
Cash acquired | 207 | 0 |
Net cash provided by (used in) investing activities | 115 | (43) |
Cash flows from financing activities: | ||
Cash dividends paid to shareholders | (82) | (80) |
Decrease in revolving credit facility and short-term borrowings | (104) | 0 |
Repayments on debt | (12) | (12) |
Contingent consideration paid | (14) | 0 |
Purchases of redeemable noncontrolling interest | 0 | (14) |
Proceeds from issuance of stock in connection with stock options | 3 | 0 |
Employee withholding taxes paid | (6) | (1) |
Net cash used in financing activities | (215) | (107) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (37) | (43) |
Net change in cash, cash equivalents and restricted cash | 221 | (176) |
Cash, cash equivalents and restricted cash at beginning of year | 660 | 624 |
Cash, cash equivalents and restricted cash at end of period | 881 | 448 |
Supplemental Disclosures: | ||
Interest paid, net of amounts capitalized | 42 | 42 |
Income taxes paid | 36 | 33 |
Accrued capital expenditures | $ 21 | $ 19 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY - USD ($) $ in Millions | Total | Common stock | Capital in excess of par value | Retained earnings | Accumulated other comprehensive (loss) income | Treasury stock | Non-controlling interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock, shares issued | 128,526,137 | ||||||
Treasury Stock, Shares | (21,738,838) | ||||||
Beginning Balance at Dec. 31, 2019 | $ 6,229 | $ 16 | $ 3,823 | $ 4,118 | $ (717) | $ (1,023) | $ 12 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 125 | 124 | 1 | ||||
Cumulative translation adjustment | (452) | (452) | |||||
Gains (losses) on derivatives qualifying as hedges; net of tax | 1 | 1 | |||||
Pension liability and postretirement adjustment; net of tax | 4 | 4 | |||||
Cash dividends declared | (80) | (80) | |||||
Stock options/SSARs | 0 | (1) | $ 1 | ||||
Stock options/SSARs, shares | 13,763 | ||||||
Vested restricted stock units and awards | (1) | (2) | $ 1 | ||||
Vested restricted stock units and awards, shares | 11,195 | ||||||
Stock-based compensation | 9 | 9 | |||||
Redeemable NCI | 6 | 6 | |||||
Ending Balance at Mar. 31, 2020 | $ 5,841 | 16 | 3,835 | 4,162 | (1,164) | $ (1,021) | 13 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock, shares issued | 128,526,137 | ||||||
Treasury Stock, Shares | (21,713,880) | ||||||
Common stock, shares issued | 128,526,137 | ||||||
Treasury Stock, Shares | (21,588,147) | ||||||
Beginning Balance at Dec. 31, 2020 | $ 6,322 | 16 | 3,853 | 4,156 | (698) | (1,017) | 12 |
Beginning Balance, shares at Dec. 31, 2020 | (21,588,147) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | $ (41) | (42) | 1 | ||||
Cumulative translation adjustment | (417) | (417) | |||||
Gains (losses) on derivatives qualifying as hedges; net of tax | 4 | 4 | |||||
Pension liability and postretirement adjustment; net of tax | 9 | 9 | |||||
Cash dividends declared | (192) | (192) | |||||
Stock options/SSARs | 6 | 1 | $ 5 | ||||
Stock options/SSARs, shares | 98,729 | ||||||
Vested restricted stock units and awards | 0 | (4) | $ 4 | ||||
Vested restricted stock units and awards, shares | 82,461 | ||||||
Stock-based compensation | 11 | 11 | |||||
Impact of N&B Merger | $ 15,980 | 18 | 15,936 | 26 | |||
Impact of N&B Merger (in shares) | 141,740,461 | ||||||
Redeemable NCI | $ (1) | (1) | |||||
Ending Balance at Mar. 31, 2021 | $ 21,681 | $ 34 | $ 19,796 | $ 3,922 | $ (1,102) | $ (1,008) | $ 39 |
Ending Balance, shares at Mar. 31, 2021 | (21,406,957) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock, shares issued | 270,266,598 | ||||||
Treasury Stock, Shares | (21,406,957) |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Tax effect of gain (losses) on derivatives qualifying as hedges | $ (1) | $ 0 |
Tax effect of pension liability and postretirement adjustment | $ 1 | $ (1) |
Cash dividends declared, per share | $ 0.77 | $ 0.75 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | 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 These interim financial statements and related management’s discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related notes and management’s discussion and analysis of results of operations, liquidity and capital resources included in our 2020 Annual Report on Form 10-K (“2020 Form 10-K”). These interim financial statements are unaudited. The year-end balance sheet data included in this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. On February 1, 2021 (the “Closing Date”), the Company completed the combination (the "Merger") of IFF and DuPont de Numerous, Inc (“DuPont”) nutrition and biosciences business (the “N&B Business”), which had been transferred to Nutrition and Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of DuPont ("N&B") in a Reverse Morris Trust transaction. See Note 3 for additional information. As a result, the Company’s consolidated financial statements for the three months ended March 31, 2021 reflects the results of N&B from the Closing Date, whereas the Company’s consolidated financial statements for the three months ended March 31, 2020 do not. In the current year, the Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. Reporting Periods Effective 2021, the Company changed its fiscal year end from a 52/53-week fiscal year ending on the Friday closest to the last day of the quarter, to a calendar year of the twelve-month period from January 1 to December 31. The Company elected to change its fiscal year end in connection with the Merger with N&B to align the Company’s fiscal year with N&B’s. For the 2020 comparative quarter presented, the actual closing date was April 3. For ease of presentation, March 31 and December 31 are used consistently throughout this Form 10-Q and these interim financial statements and related notes to represent the period-end dates in the comparative periods. The three months ended March 31, 2021 contained three fewer business days than the corresponding period in 2020, however the impact of this on revenue and net loss was not material. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The inputs into our judgments and estimates take into account the current economic implications of the novel coronavirus ("COVID-19") 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 long-lived assets. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Company's statement of cash flows periods ended March 31, 2021 and March 31, 2020 to the amounts reported in the Company's balance sheet as at March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019. (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 872 $ 650 $ 433 $ 607 Restricted cash 7 7 10 17 Noncurrent assets Restricted cash included in Other assets 2 3 5 — Cash, cash equivalents and restricted cash $ 881 $ 660 $ 448 $ 624 Accounts Receivable The Company has various factoring agreements in the U.S. and The Netherlands under which it can factor up to approximately $100 million in receivables. In addition, the Company has factoring agreements sponsored by certain customers. Under all of the arrangements, the Company sells the receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as a sale of receivables. The applicable receivables are removed from the Company's Consolidated Balance Sheet when the cash proceeds are received by the Company. Through these factoring programs, the Company removed $304 million and $249 million of receivables from its balance sheets as of March 31, 2021 and December 31, 2020, respectively, which are primarily related to the factoring agreements sponsored by certain customers. The impact on cash provided by operations from participating in these programs was an increase of $55 million for the three months ended March 31, 2021 and a decrease of $5 million for the three months ended March 31, 2020. The cost of participating in these programs was approximately $1 million for both the three months ended March 31, 2021 and 2020. Revenue Recognition The Company recognizes revenue when control of the promised goods is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods. Sales, value added, and other taxes the Company collects are excluded from revenues. The Company receives payment in accordance with standard customer terms. See Note 11 for further details on revenues disaggregated by segment. Contract Assets With respect to a small number of contracts for the sale of compounds, the Company has an “enforceable right to payment for performance to date” and as the products do not have an alternative use, the Company recognizes revenue for these contracts over time and records a contract asset using the output method. The output method recognizes revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. For the periods ended March 31, 2021 and December 31, 2020, the Company's gross accounts receivable was $2.063 billion and $950 million, respectively. The Company's contract assets and contract liabilities for the periods ended March 31, 2021 and December 31, 2020 were not material. Expected Credit Losses The Company is exposed to credit losses primarily through its sales of products. To determine the appropriate allowance for expected credit losses, the Company considers certain credit quality indicators, such as aging, collection history, and creditworthiness of debtors. Regional and Global Credit committees review and approve specific customer allowance reserves. The allowance for expected credit losses is primarily based on two primary factors: i) the aging of the different categories of trade receivables, and ii) a specific reserve for accounts identified as uncollectible. The Company also considers current and future economic conditions in the determination of the allowance. At March 31, 2021, the Company reported $2.023 billion of trade receivables, net of allowances of $40 million. Based on the aging analysis as of March 31, 2021, approximately 91% of our accounts receivable were current based on the payment terms of the invoice. Receivables that are past due by over 365 days account for approximately 1% of our accounts receivable. The following is a rollforward of the Company's allowances for bad debts for the three months ended March 31, 2021, with the bad debt expense and write-offs both being under $1 million, which were not material: (DOLLARS IN MILLIONS) Allowances for Balance at December 31, 2020 $ 21 Other adjustments (1) 20 Foreign exchange (1) Balance at March 31, 2021 $ 40 _______________________ (1) The adjustment to allowances for bad debts was a result of purchase price allocation related to the Merger with N&B. Long-lived assets Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is calculated on a straight-line basis, principally over the following estimated useful lives: buildings and improvements, 1 to 50 years; machinery and equipment, 1 to 40 years; information technology hardware and software, 1 to 23 years; and leasehold improvements which are included in buildings and improvements, the estimated life of the improvements or the remaining term of the lease, whichever is shorter. Finite-Lived Intangible Assets Finite-lived intangible assets include customer relationships, patents, trade names, technological know-how and other intellectual property valued at acquisition and amortized on a straight-line basis over the following estimated useful lives: customer relationships, 11 – 25 years; patents, 11 - 15 years; trade names, 4 - 28 years; and technological know-how, 5 - 28 years. The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recovered. An estimate of undiscounted future cash flows produced by an asset or group of assets is compared to the carrying value to determine whether impairment exists. If assets are determined to be impaired, the loss is measured based on an estimate of fair value using various valuation techniques, including a discounted estimate of future cash flows. Recent Accounting Pronouncements In January 2021, the FASB issued Accounting Standards Update ("ASU") 2021-01, "Reference Rate Reform (Topic 848): Scope." The ASU is intended to provide updates and responses to concerns over Topic 848 related to the cessation of reference rates in certain financial markets. Alternative reference rates that are more observable or transaction based have been identified and are being transitioned to in numerous jurisdictions globally, such as a receive-variable-rate, pay-variable-rate cross currency interest rate swap. This guidance is effective immediately for all entities, but does not apply to any contract modifications or new hedging relationships entered into after December 31, 2022. The Company is currently evaluating the impact of this guidance, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU is intended to simplify various aspects related to the cessation of reference rates in certain financial markets that would otherwise create modification accounting or changes in estimate. This guidance is effective for the period from March 12, 2020 to December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021 but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years, with early adoption permitted. This guidance was adopted on January 2, 2021 and does not have a material impact on the Company's Consolidated Financial Statements. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NET (LOSS) INCOME PER SHARE A reconciliation of the shares used in the computation of basic and diluted net (loss) income per share is as follows: Three Months Ended March 31, (AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 2021 2020 Net (Loss) Income Net (loss) income attributable to IFF stockholders $ (42) $ 124 Adjustment related to (increase) decrease in redemption value of redeemable noncontrolling interests in excess of earnings allocated (1) 6 Net (loss) income available to IFF stockholders $ (43) $ 130 Shares Weighted average common shares outstanding (basic) (1) 206 112 Adjustment for assumed dilution (2) : SPC portion of TEUs — 1 Weighted average shares assuming dilution (diluted) 206 113 Net (Loss) Income per Share (3) Net (loss) income per share - basic $ (0.21) $ 1.16 Net (loss) income per share - diluted (0.21) 1.15 _______________________ (1) For the three months ended March 31, 2021 and 2020, the tangible equity units (“TEUs”) were assumed to be outstanding at the minimum settlement amount for basic earnings per share. See below for details. (2) Effect of dilutive securities includes dilution under stock plans and incremental impact of TEUs. See below for details. (3) Diluted net (loss) income per share attributable to IFF for the three months ended March 31, 2021 excluded one million potentially dilutive securities 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. As of the effective time of the Merger, each issued and outstanding share of common stock of N&B (except for shares of common stock of N&B held by N&B as treasury stock or by DuPont, which were canceled and ceased to exist and no consideration was delivered in exchange therefor) was converted into the right to receive one share of common stock of IFF. The Merger was completed in exchange for 141,740,461 shares of IFF common stock, par value $0.125 per share (or cash payment in lieu of fractional shares), which had been approved in the special shareholder meeting that occurred on August 27, 2020 where IFF shareholders voted to approve the issuance of shares of IFF common stock in connection with the N&B Transaction, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"). The shares issued in the Merger represented approximately 55.4% of the common stock of IFF on a fully diluted basis, after giving effect to the Merger, as of February 1, 2021. The Company declared a quarterly dividend to its shareholders of $0.77 and $0.75 per share for the three months ended March 31, 2021 and 2020, respectively. There were no stock options or stock-settled appreciation rights (“SSARs”) excluded from the computation of diluted net (loss) income per share for the three months ended March 31, 2020. The Company issued 16,500,000 TEUs, consisting of a prepaid stock purchase contract ("SPC") and a senior amortizing note, for net proceeds of $800 million on September 17, 2018. For purposes of calculating basic net income (loss) per share, the SPCs were assumed to be settled at the minimum settlement amount of 0.3134 shares per SPC on March 31, 2021 and 2020. For purposes of calculating diluted earnings per share, the SPCs were assumed to be settled at a conversion factor not to exceed 0.3665 and 0.3839 on March 31, 2021 and 2020, respectively. The SPC conversion factor is based on the 20 day volume-weighted average price (“VWAP”) per share of the Company’s common stock. Per the TEU agreement, the maximum settlement amount is 0.3839 shares per SPC. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Transaction with Nutrition & Biosciences, Inc. On February 1, 2021, IFF completed the Merger with N&B. Pursuant to the transaction related agreements, DuPont transferred its N&B Business to N&B, a wholly-owned subsidiary of DuPont, and N&B merged with and into a wholly owned subsidiary of IFF in exchange for 141,740,461 shares of IFF common stock, par value $0.125 per share (“IFF Common Stock”). On the Closing Date, the Company completed its Merger with N&B in a Reverse Morris Trust transaction (the “Transactions”), pursuant to which the Company acquired the N&B Business of DuPont. In the Transactions, among other steps (i) DuPont transferred the N&B Business to N&B (the “Separation”); (ii) N&B made a cash distribution to DuPont of approximately $7.359 billion, subject to certain adjustments (the “Special Cash Payments”); (iii) DuPont distributed to its stockholders all of the issued and outstanding shares of N&B common stock by way of an exchange offer (the “Distribution”), and; (iv) N&B merged with and into a wholly owned subsidiary of IFF. As a result of the Merger, the existing shares of N&B common stock were automatically converted into the right to receive a number of shares of IFF Common Stock. Immediately after the Merger, holders of DuPont’s common stock that received shares of N&B common stock in the Distribution owned approximately 55.4% of the outstanding shares of IFF Common Stock on a fully diluted basis and existing holders of IFF Common Stock owned approximately 44.6% of the outstanding shares of IFF on a fully diluted basis. The Merger was accounted for using the purchase method of accounting in accordance with ASC Topic 805, Business Combinations, with IFF identified as the acquirer. As a result of the Merger, N&B’s assets, liabilities and the operating results of N&B were included in the Company’s financial statements from the Closing Date. N&B contributed net sales of approximately $1.076 billion and net loss of approximately $59 million for the three months ended March 31, 2021, which includes the effects of purchase accounting adjustments, primarily related to changes in amortization of intangible assets, depreciation of property, plant and equipment and amortization of stepped up inventory. Prior to the Distribution, N&B incurred new indebtedness in the form of term loans and senior notes in an aggregate principal amount of $7.500 billion to pay the Special Cash Payments made to DuPont stockholders. See Note 7 for additional information regarding the new term loans and senior notes incurred by N&B and subsequently assumed by IFF. Purchase Price The following table summarizes the aggregate purchase price consideration paid to acquire N&B (in millions, except share and per share data): (DOLLARS IN MILLIONS) Fair value of common stock issued to DuPont stockholders (1) $ 15,929 Fair value attributable to pre-merger service for replacement equity awards (2) 25 Total purchase consideration $ 15,954 _______________________ (1) The fair value of common stock issued to DuPont stockholders represents 141,740,461 shares of the Company's common stock determined based on the number of fully diluted shares of IFF common stock, immediately prior to the Closing Date, multiplied by the quotient of 55.4%/44.6% and IFF common stock closing share price of $112.38 on the New York Stock Exchange on the Closing Date. (2) At the time of the Transactions, each outstanding stock option, cash-settled stock appreciation right (“SAR”), restricted stock unit (“RSU”) award, and restricted stock award (“RSA”) with respect to DuPont common stock held by employees of N&B were canceled and converted into similar classes of equity awards of IFF’s Class A Common Stock. Further, each outstanding Performance Share Unit (“PSU”) award with respect to DuPont common stock held by employees of N&B were canceled and converted into IFF’s RSU awards. The conversion was based on the ratio of the volume-weighted average per share closing price of DuPont stock on the twenty trading days prior to the Closing Date and IFF’s stock on the twenty trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger (see Note 10 for additional information). Purchase Price Allocation The Merger with N&B was accounted under the acquisition method under which the Company allocated the purchase consideration to the tangible net assets and identifiable assets acquired based on estimated fair values at the Closing Date, and recorded the excess of consideration over the fair values of net assets acquired as goodwill. The purchase price allocation is preliminary and is subject to change. The Company is still evaluating the valuation and estimated useful lives of property, plant and equipment, goodwill, intangible assets (trade names, customer relationships and technological know-hows), inventory and leases, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Due to the timing of the business combination and the magnitude of and multi-jurisdictional nature of the net assets acquired, at March 31, 2021, the valuation process to determine the fair values is not complete and further adjustments are expected in fiscal year 2021. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available during the measurement period. As of March 31, 2021, the Company has not finalized its assessment of the In-Process Research and Development (IPR&D) assets acquired as part of the Transactions. Further, the assessment of certain contingencies including loss contracts and environmental liabilities, pension and postretirement benefit obligations and taxes remain open for completion of the related analysis. Additionally, the Company is finalizing the projected combined future tax rate to be applied to the valuation of assets, which could impact the valuation of goodwill and intangible assets. The Company will finalize its accounting for the N&B Merger, including the allocation of goodwill to reporting units, within one year of the Closing Date. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed: (DOLLARS IN MILLIONS) Preliminary Estimated Fair Value Cash and cash equivalents $ 207 Receivables 962 Inventory 1,615 Prepaid expenses and other current assets 342 Property, plant and equipment 3,242 Deferred income taxes 75 Intangible assets 9,176 Other assets 702 Accounts payable and accrued liabilities (1,028) Accrued payroll and employee benefits (163) Deferred tax liabilities (2,369) Long-term debt (7,636) Other long-term liabilities (907) Total identifiable net assets assumed 4,218 Non-controlling interest (26) Goodwill 11,762 Preliminary purchase price $ 15,954 Acquired inventory is comprised of finished goods, work in process and raw materials. The preliminary fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The preliminary fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The preliminary fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The preliminary fair value step-up is amortized to “Cost of goods sold” in the Consolidated Statement of (Loss) Income and Comprehensive Loss as the inventory is sold, which is expected to be a period of approximately four months from the Closing Date. The preliminary fair value of property, plant and equipment was primarily calculated using the cost approach, which determines the replacement costs for the assets and adjusts it for their age and condition. The fair value of the land assets was determined via the sales comparison approach. The long-term debt assumed is comprised of a Term Loan Facility and Notes. The fair value of the Notes was determined on the basis of unadjusted quoted prices on an over-the-counter market. The fair value of the long-term debt assumed as part of the Term Loan Facility is based on the total indebtedness at the time of closing the Merger. The Company has recognized $11.762 billion of goodwill, which is in part attributable to expected synergies generated by the integration of N&B including cross-selling benefits as well as cost synergies, substantially all of which is not deductible for income tax purposes. Any changes in the estimated fair values of the assets acquired and liabilities assumed in the Merger may change the amount of the purchase consideration allocated to goodwill. Goodwill of $2.839 billion, $7.291 billion and $1.632 billion is allocated to the Nourish, Health & Biosciences and Pharma Solutions segments, respectively. The allocation of goodwill to segments was based on a preliminary analysis and is subject to change during the measurement period as the Company continues to finalize the valuations of assets acquired and liabilities assumed. The estimated preliminary fair value and useful lives of the identifiable intangible assets are as follows: (DOLLARS IN MILLIONS) Estimated Amounts Estimated Useful Lives Finite lived intangible assets Trade names $ 301 4 to 13 years Customer relationships 6,745 13 to 25 years Technological know-how 2,130 7 to 11 years Total $ 9,176 The fair value of intangible assets is generally determined using an income method, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other market participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), royalty rates used in the relief from royalty method, customer attrition rates, product obsolescence factors, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires significant judgment. Trade names, customer relationships and technological know-hows are expected to have finite lives. The costs of finite-lived intangible assets are amortized through expense over their estimated lives. Lease liabilities, included in “Other current liabilities” and “Operating lease liabilities” in the Consolidated Balance Sheet, at the Closing Date, are remeasured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of the Company as if the acquired leases were new leases as of the Closing Date. Right-of-use assets included in "Operating lease right-of-use assets" and “Other assets” in the Consolidated Balance Sheet as of the Closing Date, are equal to the amount of the lease liability at the Closing Date. As of March 31, 2021, the Company has not finalized its assessment of any off-market terms of the leases. The remaining lease term is based on the remaining term at the Closing Date plus any renewal or extension options that the Company is reasonably certain will be exercised. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the Merger in the jurisdictions in which legal title of the underlying asset or liability resides. See Note 9 for additional information related to income taxes. Pro forma financial information The following unaudited pro forma financial information presents the combined results of operations of IFF and N&B as if the Merger had been completed as of the prior fiscal year, or January 1, 2020. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger and related borrowings had taken place on January 1, 2020, nor are they indicative of future results. The unaudited pro forma financial information for the three months ended March 31, 2021 includes IFF results, including the post-Merger results of N&B, since February 1, 2021, and pre-Merger results of N&B for the period January 1, 2021 through January 31, 2021. The unaudited pro forma results for the three months ended March 31, 2021 were as follows: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Unaudited pro forma net sales $ 2,972 $ 2,898 Unaudited pro forma net income (loss) attributable to the Company 219 (201) The unaudited pro forma results for all periods include adjustments made to account for certain costs and transactions that would have been incurred had the Merger been completed as of January 1, 2020, including amortization charges for acquired intangibles assets, adjustments for transaction costs, adjustments for depreciation expense for property, plant and equipment, inventory step-up and adjustments to interest expense. These adjustments are net of any applicable tax impact and were included to arrive at the pro forma results above. The Company incurred transaction-related costs of approximately $89 million for three months ended March 31, 2021. This amount primarily consists of the following: approximately $79 million of M&A advisory fees and $10 million of professional services fees, legal fees and others. |
Restructuring and Other Charges
Restructuring and Other Charges, Net | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges, Net | RESTRUCTURING AND OTHER CHARGES, NET 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, net are separately stated on the Consolidated Statement of (Loss) Income and Comprehensive Loss. Frutarom Integration Initiative In connection with the acquisition of Frutarom, the Company has been executing an integration plan that, among other initiatives, seeks to optimize its manufacturing network (the "Frutarom Integration Initiative"). As part of the Frutarom Integration Initiative, the Company expects to close approximately 35 manufacturing sites with most of the closures targeted to occur by the end of 2022. Between 2019 and 2020, the Company completed the closure of 21 sites. During the three months ended March 31, 2021, the Company completed the closure of one site in North America. Since the inception of the initiative through March 31, 2021, the Company has closed 22 sites and expensed total costs of approximately $27 million. Total costs for the program are expected to be approximately $60 million including cash and non-cash items through 2022. 2019 Severance Program During the year ended December 31, 2019, the Company incurred severance charges related to approximately 190 headcount reductions, excluding those previously mentioned under the Frutarom Integration Initiative. The headcount reductions primarily related to the Scent business unit with additional amounts related to headcount reductions in all business units associated with the establishment of a new shared service center in Europe. Since the inception of the program, the Company has expensed approximately $21 million to date. As of March 31, 2021, the program is largely completed. Other Restructuring Charges For the three months ended March 31, 2021, the Company incurred approximately $4 million of severance charges related to executives separating from the Company. Changes in Restructuring Liabilities Changes in restructuring liabilities by program during the three months ended March 31, 2021 were as follows: (DOLLARS IN MILLIONS) Balance at December 31, 2020 Additional Charges (Reversals), Net Impact of N&B Merger Balance at March 31, 2021 Frutarom Integration Initiative Severance $ 3 $ — $ — $ 3 Other (1) 3 — — 3 2019 Severance Plan Severance 6 — — 6 Other Restructuring Charges Severance 2 4 — 6 N&B Restructuring Liabilities (2) — — 4 4 Total restructuring $ 14 $ 4 $ 4 $ 22 _______________________ (1) Other includes supplier contract termination costs, consulting and advisory fees. (2) Restructuring liabilities assumed as a result of the Merger with N&B. Charges by Segment The following table summarizes the total amount of costs incurred in connection with these restructuring programs by segment: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Nourish $ — $ 5 Shared IT & Corporate Costs 4 — Total Restructuring and other charges, net $ 4 $ 5 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net Goodwill and Other Intangible Assets, Net (Notes) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill In the first quarter of 2021, in connection to the Merger, the Company reorganized its reporting structure. In connection with this reorganization, goodwill was reassigned among reporting units using a relative fair value approach based on the fair value of the elements transferred and the fair value of the elements remaining within the original reporting units. The Company tested goodwill for impairment on a pre-reorganization basis and determined there was no impairment for the affected reporting units. In connection with the reorganization, a portion of goodwill previously included in the Taste segment, now the Nourish segment, was moved to the Scent and Health & Biosciences segments amounting to $257 million and $728 million, respectively. Movements in goodwill attributable to each reportable segment for the three months ended March 31, 2021 were as follows: (DOLLARS IN MILLIONS) Nourish Health & Biosciences Scent Pharma Solutions Total Balance at December 31, 2020 $ 4,859 $ — $ 734 $ — $ 5,593 Acquisitions (1) 2,839 7,291 — 1,632 11,762 Foreign exchange (110) (107) (12) (22) (251) Reallocation (985) 728 257 — — Balance at March 31, 2021 $ 6,603 $ 7,912 $ 979 $ 1,610 $ 17,104 _______________________ (1) Acquisitions relate to the Merger with N&B. The amount of goodwill, and allocation of goodwill among reporting units, from the Merger with the N&B Business is preliminary and may materially change in future periods as a result of purchase accounting being finalized. See Note 3 for additional information. Other Intangible Assets Other intangible assets, net consisted of the following amounts: March 31, December 31, (DOLLARS IN MILLIONS) 2021 2020 Asset Type Customer relationships $ 9,397 $ 2,728 Trade names & patents 453 187 Technological know-how 2,579 479 Other 30 38 Total carrying value 12,459 3,432 Accumulated Amortization Customer relationships (500) (470) Trade names & patents (126) (38) Technological know-how (154) (168) Other (27) (29) Total accumulated amortization (807) (705) Other intangible assets, net $ 11,652 $ 2,727 Amortization Amortization expense was $152 million and $48 million for the three months ended March 31, 2021 and 2020. Amortization expense for the next five years is expected to be as follows: (DOLLARS IN MILLIONS) 2021 2022 2023 2024 2025 Estimated future intangible amortization expense $ 608 $ 807 $ 807 $ 807 $ 805 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets | OTHER ASSETS Other assets consisted of the following amounts: (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 Finance lease right-of-use assets $ 9 $ 8 Deferred income taxes 102 197 Overfunded pension plans 110 101 Cash surrender value of life insurance contracts 49 49 Other (1) 227 63 Total $ 497 $ 418 _______________________ (1) Includes restricted cash, land usage rights in China and long term deposits. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following: (DOLLARS IN MILLIONS) Effective Interest Rate March 31, 2021 December 31, 2020 2021 Euro Notes (1) 0.82 % $ 353 $ 368 2022 Notes (3) 0.69 % 300 — 2023 Notes (1) 3.30 % 299 299 2024 Euro Notes (1) 1.88 % 587 614 2025 Notes (3) 1.22 % 1,001 — 2026 Euro Notes (1) 1.93 % 936 978 2027 Notes (3) 1.56 % 1,220 — 2028 Notes (1) 4.57 % 397 397 2030 Notes (3) 2.21 % 1,511 — 2040 Notes (3) 3.04 % 775 — 2047 Notes (1) 4.44 % 494 494 2048 Notes (1) 5.12 % 786 786 2050 Notes (3) 3.21 % 1,574 — 2018 Term Loan Facility (1) 3.65 % 240 240 2022 Term Loan Facility (1) 1.73 % 200 199 2024 Term Loan Facility (3) 1.46 % 625 — 2026 Term Loan Facility (3) 1.83 % 625 — Amortizing Notes (1) 6.09 % 24 36 Bank overdrafts and other 11 2 Total debt 11,958 4,413 Less: Short-term borrowings (2) (628) (634) Total Long-term debt $ 11,330 $ 3,779 _______________________ (1) Amount is net of unamortized discount and debt issuance costs. (2) Includes bank borrowings, overdrafts and current portion of long-term debt. (3) Assumed by the Company as part of the N&B Merger. Term Loan Facility and Senior Notes assumed as part of the N&B Merger Following the Merger, the Company assumed the indebtedness incurred by N&B in the debt financings completed prior to the Distribution. This indebtedness includes (i) a Term Loan Facility of $1.250 billion pursuant to the term loan credit agreement (the "N&B Term Loan Facility") and (ii) a series of Senior Notes in the aggregate amount of $6.250 billion with maturities ranging from 2 – 30 years as further described below. N&B’s indebtedness raised prior to the Merger was used to finance the Special Cash Payment to DuPont, which has been paid, and for the satisfaction of the related transaction fees and expenses. See Note 3 for additional information. N&B Term Loan Facility The N&B Term Loan Facility was funded on February 1, 2021, and provides for a senior unsecured term loan credit facility in an aggregate principal amount of $1.250 billion, comprised of a $625 million three-year tranche (“2024 Term Loan Facility”) and a $625 million five-year tranche (“2026 Term Loan Facility”). Interest for each tranche equals, at the Company’s option, a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 0.750% to 2.000% for the three-year tranche and from 1.125% to 2.375% for the five-year tranche or (y) a base rate plus an applicable margin varying from 0.000% to 1.000% for the three-year tranche and from 0.125% to 1.375% for the five-year tranche, in each case depending on the class of IFF’s non-credit-enhanced, senior unsecured long-term debt credit rating. The 2024 Term Loan Facility and 2026 Term Loan Facility are subject to customary affirmative and negative covenants and events of default after the Closing Date of the Merger. The 2024 Term Loan Facility and 2026 Term Loan Facility are also subject to a financial covenant requiring maintenance of a maximum consolidated leverage ratio of 4.75x until and including the end of the third full fiscal quarter after the Closing Date of the Merger, stepping down to 4.50x until and including the end of the sixth full fiscal quarter after the Closing Date of the Merger, stepping down further to 3.75x until and including the end of the ninth full fiscal quarter after the Closing Date of the Merger and stepping down further to 3.50x thereafter, with a step-up in connection with certain qualifying acquisitions. The Company was in compliance with all covenants as of March 31, 2021. N&B Senior Notes On September 16, 2020, N&B issued $6.250 billion in aggregate principal amount of senior unsecured notes consisting of: (i) $300 million senior unsecured notes maturing on September 15, 2022 (the “2022 Notes”), bearing interest at a rate of 0.697% per year, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2021; (ii) $1.000 billion senior unsecured notes maturing on October 1, 2025 (the “2025 Notes”), bearing interest at a rate of 1.230% per year, payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2021; (iii) $1.200 billion senior unsecured notes maturing on October 15, 2027 (the “2027 Notes”), bearing interest at a rate of 1.832% per year, payable semi-annually on April 15 and October 15 of each year, beginning April 15, 2021; (iv) $1.500 billion senior unsecured notes maturing on November 1, 2030 (the “2030 Notes”), bearing interest at a rate of 2.300% per year, payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2021; (v) $750 million senior unsecured notes maturing on November 15, 2040 (the “2040 Notes”), bearing interest at a rate of 3.268% per year, payable semi-annually on May 15 and November 15 of each year, beginning May 15, 2021, and; (vi) $1.500 billion senior unsecured notes maturing on December 1, 2050 (the “2050 Notes”), bearing interest at a rate of 3.468% per year, payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2021. Interest on each series of notes began accruing from September 16, 2020 payable semi-annually in arrears as described above. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. Redemption Provisions The N&B Senior Notes assumed as a result of the Merger may be redeemed by the issuer at any time at the greater of 100% or the discounted present value of the remaining scheduled payments of principal and interest from the redemption date to the maturity date at Treasury Rate (as defined in the applicable indenture) plus (i) 10 basis points in the case of the 2022 Notes, (ii) 15 basis points in the case of the 2025 Notes, (iii) 25 basis points in the case of the 2027 Notes, (iv) 25 basis points in the case of the 2030 Notes, (v) 30 basis points in the case of the 2040 Notes and (vi) 30 basis points in the case of the 2050 Notes. The redemption dates of each of the N&B Senior Notes are provided in the table below: Notes Redemption Date 2022 Notes September 15, 2022 2025 Notes September 1, 2025 2027 Notes August 15, 2027 2030 Notes August 1, 2030 2040 Notes May 15, 2040 2050 Notes June 1, 2050 On or after the applicable redemption dates, each series of the N&B Senior Notes may be redeemed by the issuer at a redemption price equal to 100% of the principal amount of the N&B Senior Notes to be redeemed, plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date. 2022 Term Loan Facility On May 15, 2020, the Company entered into a Term Loan Agreement (as amended on August 25, 2020, the "2022 Term Loan Agreement") with China Construction Bank Corporation, New York Branch, as administrative agent, and the lenders party thereto for a senior unsecured two year term loan facility in an aggregate principal amount of up to $200 million (the "2022 Term Loan Facility"). The loans under the 2022 Term Loan Agreement bear interest, at the Company's option, at a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 1.225% to 2.475% or (y) a base rate plus an applicable margin varying from 0.225% to 1.475%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company. The Company may voluntarily prepay the term loans without premium or penalty, with the balance payable on the second anniversary of the funding date. There is no required amortization under the 2022 Term Loan Agreement. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES The Company has operating leases for corporate offices, manufacturing facilities, research and development facilities, and certain transportation and office equipment, all of which are operating leases. The Company's leases have remaining lease terms of up to 40 years, some of which include options to extend the leases for up to 5 years. The components of lease expense were as follows: Three Months Ended Three Months Ended (DOLLARS IN MILLIONS) March 31, 2021 March 31, 2020 Operating lease cost $ 32 $ 12 Finance lease cost 1 1 Supplemental cash flow information related to leases was as follows: Three Months Ended Three Months Ended (DOLLARS IN MILLIONS) March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 27 $ 12 Financing cash flows for finance leases 1 1 Right-of-use assets obtained in exchange for lease obligations Operating leases 11 11 Finance leases 1 2 Right-of-use assets are presented in "Operating lease right-of-use assets" and "Other Assets" in the Consolidated Balance Sheet. Lease liabilities are presented in "Operating lease liabilities" and "Other Liabilities" in the Consolidated Balance Sheet. Any other current liabilities related to operating and financing lease liabilities are presented in the "Other Current Liabilities" in the Consolidated Balance Sheet. Right-of-use assets and lease liabilities acquired from N&B were remeasured at the present value of the future minimum lease payments over the remaining lease term utilizing an updated incremental borrowing rate of the Company as if the acquired leases were new leases as of the Closing Date. Right-of-use assets were further adjusted for any off-market terms of the lease. The remaining lease term is based on the remaining term at the Closing Date plus any renewal or extension options that the Company is reasonably certain will be exercised. Additionally, the Company has elected short-term lease treatment for those acquired lease contracts which, at the Closing Date, have a remaining lease term of 12 months or less. For the leases acquired through the Transactions, the Company will retain the previous lease classification. This resulted in an increase in both right-of-use assets and operating lease liabilities of approximately $530 million as of the Closing Date. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Uncertain Tax Positions As of March 31, 2021, the Company had $131 million of unrecognized tax benefits recorded in Other liabilities and an amount less than $1 million recorded to Other current liabilities. The balance includes $37 million associated with N&B uncertain tax positions recorded in the purchase accounting measurement period. If these unrecognized tax benefits were recognized, the effective tax rate would be affected. As of March 31, 2021, the Company had accrued interest and penalties of $32 million classified in Other liabilities and an amount less than $1 million classified in Other current liabilities. The balance includes $17 million associated with N&B uncertain tax positions recorded in the purchase accounting measurement period. As of March 31, 2021, the Company’s aggregate provisions for uncertain tax positions, including interest and penalties, was $164 million associated with tax positions asserted in various jurisdictions. The balance includes $54 million associated with N&B uncertain tax positions recorded in the purchase accounting measurement period. The Company regularly repatriates earnings from non-U.S. subsidiaries. As the Company repatriates these funds to the U.S., they will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. Accordingly, as of March 31, 2021, the Company had a deferred tax liability of $57 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 we intend to indefinitely reinvest the earnings to fund local operations and/or capital projects. The Company has ongoing income tax audits and legal proceedings which are at various stages of administrative or judicial review. In addition, the Company has open tax years with various taxing jurisdictions that range primarily from 2011 to 2020. Based on currently available information, the Company does not believe the outcome of any of these tax audits and other tax positions related to open tax years, when finalized, will have a material impact on its results of operations. The Company also has other ongoing tax audits and legal proceedings that relate to indirect taxes, such as value-added taxes, sales and use taxes and property taxes, which are discussed in Note 15. Effective Tax Rate The effective tax rate for the three months ended March 31, 2021 was 25.9% compared to 17.0% for the three months ended March 31, 2020. The quarter-over-quarter increase was primarily due to higher repatriation costs and an unfavorable mix of earnings. |
Stock Compensation Plans
Stock Compensation Plans | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | 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, RSUs, 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) 2021 2020 Equity-based awards $ 11 $ 9 Liability-based awards 3 (1) Total stock-based compensation expense 14 8 Less: Tax benefit (3) (1) Total stock-based compensation expense, after tax $ 11 $ 7 Transaction with Nutrition and Biosciences, Inc. In connection with the Merger, N&B employees’ unvested and vested equity awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio. N&B employees’ equity awards were converted into 335,347 IFF stock options, 258,572 IFF RSU awards and 5,816 IFF SAR awards. For converted RSU awards, the fair value of the equity award is based on the Closing Date market price of IFF stock. For converted stock options and SAR awards, the exercise price per share of the converted award is equal to the exercise price per share of the N&B award immediately prior to the Merger divided by the exchange ratio. The fair value of the IFF stock options and SAR awards that the Company issued in connection with the Merger was estimated using the Black Scholes model. The awards were generally issued with the same terms and conditions as were applicable prior to the Transaction. At the Closing Date, approximately $25 million of the fair value of the replacement awards granted to N&B employees was attributable to pre-combination service and was included in the purchase price. As of March 31, 2021, post-combination expense of approximately $9 million is expected to be recognized related to the replacement awards over the remaining post-combination service period, approximately up to three years. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION During the first quarter of 2021, the Company completed its Merger with N&B. Following the Merger, the Company reorganized its reportable segments and is now organized into four reportable operating segments: Nourish, Health & Biosciences (“H&B”), Scent and Pharma Solutions. These segments align with the internal structure to manage these businesses. The Company’s Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments. Therefore, beginning in the three months ended March 31, 2021, the Company reported its financial performance based on its new segments. The Company recast certain prior period amounts to conform to the way the Company is internally managed and how the Company monitors segment performance during the current fiscal year. Prior to the realignment, the Company operated and managed its business as two operating and reportable segments: Taste and Scent. Nourish combines IFF’s Taste segment and N&B’s Food & Beverage segment. It is comprised of three platforms, Ingredients, Flavors and Food Designs, with a diversified portfolio across natural and plant-based specialty food ingredients, flavor compounds, and savory solutions and inclusions, respectively. Ingredients provide texturizing solutions to the food industry, food protection solutions used in food and beverage products, specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners. Flavors provide a range of flavor compounds and natural taste solutions that are ultimately used by IFF's customers in savory products, beverages, sweets, and dairy products. Flavors also provide value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products. Food Designs provide savory solution products such as spices, sauces, marinades and mixtures. Additionally, Food Designs provide inclusion products that help with taste and texture by, among other things, combining flavorings with fruit, vegetables, and other natural ingredients for a wide range of food products, such as health snacks, baked goods, cereals, pastries, ice cream and other dairy products. Health & Biosciences is comprised of six platforms, Health, Cultures & Food Enzymes, Home & Personal Care, Animal Nutrition, Grain Processing and Microbial Control, with a biotechnology-driven portfolio of products that serve the health and wellness, food, consumer and industrial markets. Products within this portfolio range from enzymes, food cultures, probiotics and specialty ingredients for non-food applications. Health provides ingredients for dietary supplements, food and beverage, specialized nutrition and pharma. Cultures & Food Enzymes provide products that aim to serve the global demand for healthy, natural, clean label and fermented food for fresh dairy, cheese, bakery and brewing products. This is accomplished by providing IFF's customers with products that allow for extended shelf life and stability, which help to improve customers' products and performance. The platform's enzyme solution also allows IFF's customers to provide low sugar, high fiber and lactose-free dairy products. Home & Personal Care produces enzymes for detergents, cleaning and textile processing products in the laundry, dishwashing, textiles and industrials and personal care markets that help to enhance product and process performances. Animal Nutrition produces enzymes that help to improve the product and process performance of animal feed products, which aim to lessen environmental impact by reducing farm waste. Grain Processing produces enzymes for biofuel production and carbohydrate processing. Microbial Control produces biocides for controlling microbial populations for oil and gas production, home and personal care and industrial preservation markets. Scent is comprised of (1) Fragrance Compounds, which are ultimately used by our customers in two broad categories: Fine Fragrances, including perfumes and colognes, and Consumer Fragrances, including fragrance compounds for personal care (e.g., soaps), household products (e.g., detergents and cleaning agents) and beauty care, including toiletries; (2) Fragrance Ingredients, consisting of synthetic and natural ingredients that can be combined with other materials to create unique fine fragrance and consumer compounds; and (3) Cosmetic Active Ingredients, consisting of active and functional ingredients, botanicals and delivery systems to support our customers’ cosmetic and personal care product lines. Major fragrance customers include the cosmetics industry, including perfume and toiletries manufacturers, and the household products industry, including manufacturers of soaps, detergents, fabric care, household cleaners and air fresheners. Pharma Solutions is comprised of N&B’s historical Pharma Solutions business. Pharma Solutions is a producer of cellulosics and alginates-based pharma excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharma solutions. The primary market for Pharma Solutions is the oral dosage pharmaceuticals excipients market. Effective in the first quarter of 2021, management elected to change the profit or loss measure of the Company’s reportable segments from Segment Operating Profit to Segment Adjusted Operating EBITDA for internal reporting and performance measurement purposes. This change was made to enhance the transparency and visibility of the underlying operating performance of each segment. The Company's Chief Operating Decision Maker evaluates the performance of these reportable operating segments based on Segment Adjusted Operating EBITDA, which is defined as Income (Loss) Before Taxes before depreciation and amortization expense, interest expense, restructuring and other charges, net and certain non-recurring items. Prior period amounts have been recast to reflect these changes in segment profitability measures. Reportable segment information was as follows: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net sales: Nourish $ 1,308 $ 772 Health & Biosciences 426 34 Scent 569 541 Pharma Solutions 162 — Consolidated $ 2,465 $ 1,347 Segment Adjusted Operating EBITDA Nourish $ 270 $ 176 Health & Biosciences 128 9 Scent 128 118 Pharma Solutions 43 — Total 569 303 Depreciation & Amortization (242) (81) Interest Expense (65) (32) Other Income (Expense), net 7 (11) Frutarom Integration Related Costs (a) (1) (4) Restructuring and Other Charges, net (b) (4) (5) Losses on sale of assets — (1) Shareholder Activism Related Costs (c) (7) — Employee Separation Costs (d) (3) — Compliance Review & Legal Defense Costs (e) — (1) N&B Inventory Step-Up Costs (182) — N&B Transaction Related Costs (f) (89) (5) N&B Integration Related Costs (g) (37) (10) (Loss) Income Before Taxes $ (54) $ 153 _______________________ (a) Represents costs related to the integration of the Frutarom acquisition. For 2021, costs primarily related to performance stock awards. For 2020, costs primarily related to advisory services, retention bonuses and performance stock awards. (b) For 2021, represents costs primarily related to severance as part of the Company's restructuring efforts. For 2020, represents costs primarily related to the Frutarom Integration Initiative. (c) Represents shareholder activist related costs, primarily professional fees. (d) Represents costs related to severance liabilities, including accelerated stock compensation expense, for employees who have separated from the Company. (e) Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits. (f) Represents transaction costs and expenses related to the transaction with N&B, primarily includes legal and professional fees. (g) Represents costs primarily related to advisory services for the integration of the transaction with N&B, primarily consulting fees. 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) 2021 2020 Europe, Africa and Middle East $ 873 $ 543 Greater Asia 587 310 North America 722 303 Latin America 283 191 Consolidated $ 2,465 $ 1,347 Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net sales related to the U.S. $ 654 $ 271 Net sales attributed to all foreign countries 1,811 1,076 No non-U.S. country had net sales greater than 6% of total consolidated net sales for the three months ended March 31, 2021. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 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, 2021 2020 Interest cost on projected benefit obligation (2) $ 3 $ 4 Expected return on plan assets (2) (5) (7) Net amortization and deferrals (2) 2 2 Net periodic benefit (income) cost $ — $ (1) (DOLLARS IN MILLIONS) Non-U.S. Plans Three Months Ended March 31, 2021 2020 Service cost for benefits earned (1) $ 10 $ 6 Interest cost on projected benefit obligation (2) 2 3 Expected return on plan assets (2) (12) (12) Net amortization and deferrals (2) 5 4 Net periodic benefit (income) cost $ 5 $ 1 _______________________ (1) Included as a component of Operating profit. (2) Included as a component of Other (income) expense, net. The Company expects to contribute a total of $4 million to its U.S. pension plans and a total of $25 million to its Non-U.S. Plans during 2021. During the three months ended March 31, 2021, no contributions were made to the qualified U.S. pension plans, $8 million of contributions were made to the non-U.S. pension plans, and $1 million of benefit payments were made with respect to the Company's non-qualified U.S. pension plan. Income (expense) recognized for postretirement benefits other than pensions included the following components: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net amortization and deferrals $ (1) $ (1) Total postretirement benefit income $ (1) $ (1) |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 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 determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the London Interbank Offer Rate ("LIBOR") 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 16 of the Company's 2020 Form 10-K. These valuations take into consideration the Company's credit risk and its counterparties’ credit risk. The estimated change in the fair value of these instruments due to such changes in its own credit risk (or instrument-specific credit risk) was not material as of March 31, 2021. The carrying values and the estimated fair values of financial instruments at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 (DOLLARS IN MILLIONS) Carrying Value Fair Value Carrying Value Fair Value LEVEL 1 Cash and cash equivalents (1) $ 872 $ 872 $ 650 $ 650 2025 Notes (6) 1,001 982 — — 2027 Notes (6) 1,220 1,172 — — 2030 Notes (6) 1,511 1,454 — — 2040 Notes (6) 775 736 — — 2050 Notes (6) 1,574 1,470 — — LEVEL 2 Credit facilities and bank overdrafts (2) 11 11 2 2 Derivatives Derivative assets (3) 3 3 1 1 Derivative liabilities (3) 18 18 29 29 Long-term debt: (4) 2021 Euro Notes 353 353 368 370 2022 Notes 300 300 — — 2023 Notes 299 314 299 316 2024 Euro Notes 587 615 614 648 2026 Euro Notes 936 1,008 978 1,061 2028 Notes 397 453 397 472 2047 Notes 494 561 494 608 2048 Notes 786 984 786 1,059 2018 Term Loan Facility (2) 240 240 240 240 2022 Term Loan Facility (2) 200 200 199 200 2024 Term Loan Facility (7) 625 625 — — 2026 Term Loan Facility (7) 625 625 — — Amortizing Notes (5) 24 25 36 37 _______________________ (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 Sheet. (4) The fair value of the Company's long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on its own credit risk. (5) The fair value of the Amortizing Notes of the TEUs is based on the most recently quoted price for the outstanding securities, adjusted for any known significant deviation in value. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange. (6) The fair value of the Notes is based on market quoted price as there is an active market for the Notes and observable market data and inputs. (7) 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 reducing exposure to cash flow volatility associated with its intercompany loans, foreign currency receivables and payables and anticipated purchases of certain raw materials used in 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. Cash Flow Hedges The Company maintains several forward currency contracts which qualified as cash flow hedges. The objective of these hedges is to protect against the currency risk associated with forecasted U.S. dollar ("USD") denominated raw material purchases made by Euro ("EUR") functional currency entities which result from changes in the EUR/USD exchange rate. The effective portions of cash flow hedges are recorded in OCI as a component of Gains on derivatives qualifying as hedges in the accompanying Consolidated Statement of (Loss) Income and Comprehensive Loss. Realized gains/(losses) in AOCI related to cash flow hedges of raw material purchases are recognized as a component of Cost of goods sold in the accompanying Consolidated Statement of (Loss) Income and Comprehensive Loss in the same period as the related costs are recognized. Hedges Related to Issuances of Debt Subsequent to the issuance of the 2021 Euro Notes and 2026 Euro Notes during the third quarter of 2018, the Company designated the debt 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 OCI as a component of foreign currency translation adjustments in the accompanying Consolidated Statement of (Loss) Income and Comprehensive Loss. Subsequent to the issuance of the 2024 Euro Notes during the first quarter of 2016, the Company designated the debt 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 OCI as a component of foreign currency translation adjustments in the accompanying Consolidated Statement of (Loss) Income and Comprehensive Loss. Cross Currency Swaps During the third quarter of 2019, the Company entered into four EUR/USD cross currency swaps that mature through May 2023. 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. During the third quarter of 2020, the Company entered into a transaction to unwind two of the swaps issued in the third quarter of 2019 and paid proceeds of $15 million, net of accrued interest receivable of $2 million. The loss arising from the termination of the swaps has been included as a component of accumulated other comprehensive loss. As of March 31, 2021, the two remaining swaps were in a net liability position with an aggregate fair value of $11 million which was classified as other current liabilities. 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, 2021 and December 31, 2020: (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 Foreign currency contracts $ 121 $ 221 Commodity contracts 5 — Cross currency swaps 300 300 The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected in the Consolidated Balance Sheet as of March 31, 2021 and December 31, 2020: March 31, 2021 (DOLLARS IN MILLIONS) Fair Value of Fair Value of Total Fair Value Derivative assets (1) Foreign currency contracts $ 2 $ 1 $ 3 Derivative liabilities (2) Foreign currency contract $ — $ 7 $ 7 Cross currency swaps 11 — 11 Total derivative liabilities $ 11 $ 7 $ 18 December 31, 2020 (DOLLARS IN MILLIONS) Fair Value of Fair Value of Total Fair Value Derivative assets (1) Foreign currency contracts $ — $ 1 $ 1 Derivative liabilities (2) Foreign currency contracts $ 6 $ — $ 6 Cross currency swaps 23 — 23 Total derivative liabilities $ 29 $ — $ 29 _______________________ (1) Derivative assets are recorded to Prepaid expenses and other current assets in the Consolidated Balance Sheet. (2) Derivative liabilities are recorded as Other current liabilities in the Consolidated Balance Sheet. The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statement of (Loss) Income and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (in millions): Amount of Gain (Loss) Location of Gain (Loss) Recognized in Income on Derivative (DOLLARS IN MILLIONS) Three Months Ended March 31, 2021 2020 Foreign currency contracts (1) $ (3) $ (8) Other (income) expense, net _______________________ (1) The foreign currency contract net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods. The following table shows the effect of the Company’s derivative and non-derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statement of (Loss) Income and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (in millions): Amount of Gain (Loss) Location of Gain (Loss) Reclassified from Amount of Gain (Loss) Three Months Ended March 31, Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 2021 2020 Derivatives in Cash Flow Hedging Relationships: Foreign currency contracts $ 4 $ 1 Cost of goods sold $ (2) $ 2 Derivatives in Net Investment Hedging Relationships: Cross currency swaps 9 21 N/A — — Non-Derivatives in Net Investment Hedging Relationships: 2024 Euro Notes 20 10 N/A — — 2021 Euro Notes & 2026 Euro Notes 45 21 N/A — — Total $ 78 $ 53 $ (2) $ 2 The ineffective portion of the above noted cash flow hedges were not material during the three months ended March 31, 2021 and 2020. The Company expects that $3 million (net of tax) of derivative gain included in AOCI at March 31, 2021, based on current market rates, will be reclassified into earnings within the next 12 months. The majority of this amount will vary due to fluctuations in foreign currency exchange rates. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present changes in the accumulated balances for each component of other comprehensive (loss) income, including current period other comprehensive (loss) income and reclassifications out of accumulated other comprehensive loss: (DOLLARS IN MILLIONS) Foreign Gains (Losses) Pension and Total Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2020 $ (285) $ (7) $ (406) $ (698) OCI before reclassifications (417) 2 2 (413) Amounts reclassified from AOCI — 2 7 9 Net current period other comprehensive income (loss) (417) 4 9 (404) Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2021 $ (702) $ (3) $ (397) $ (1,102) (DOLLARS IN MILLIONS) Foreign Gains (Losses) Pension and Total Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2019 $ (373) $ 2 $ (346) $ (717) OCI before reclassifications (452) 3 — (449) Amounts reclassified from AOCI — (2) 4 2 Net current period other comprehensive income (loss) (452) 1 4 (447) Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2020 $ (825) $ 3 $ (342) $ (1,164) The following table provides details about reclassifications out of Accumulated other comprehensive loss to the Consolidated Statement of (Loss) Income and Comprehensive Loss: Three Months Ended March 31, Affected Line Item in the Consolidated Statement of (Loss) Income and Comprehensive Loss (DOLLARS IN MILLIONS) 2021 2020 Gains (losses) on derivatives qualifying as hedges Foreign currency contracts $ (3) $ 2 Cost of goods sold Tax 1 — Provision for income taxes Total $ (2) $ 2 Total, net of income taxes Losses on pension and postretirement liability adjustments Prior service cost $ 2 $ (5) (1) Actuarial losses (8) — (1) Tax (1) 1 Provision for income taxes Total $ (7) $ (4) Total, net of income taxes _______________________ (1) The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. Refer to Note 16 of the Company's 2020 Form 10-K for additional information regarding net periodic benefit cost. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Guarantees and Letters of Credit The Company has various bank guarantees, letters of credit and surety bonds which are used to support its ongoing business operations, satisfy governmental requirements associated with pending litigation in various jurisdictions and the payment of customs duties. At March 31, 2021, the Company had total bank guarantees, commercial guarantees, standby letters of credit and surety bonds of $1.985 billion with various financial institutions. Included in the above aggregate amount was a total of $13 million for other assessments in Brazil for various income tax and indirect tax disputes related to fiscal years 1998-2011. There was $111 million outstanding under the bank guarantees and $33 million outstanding under the commercial guarantees as of March 31, 2021. There were no material amounts utilized under the standby letters of credit as of March 31, 2021. In order to challenge the assessments in these cases in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of $7 million as of March 31, 2021. Lines of Credit The Company has various lines of credit which are available to support its ongoing business operations. As of March 31, 2021, the Company had available lines of credit of $6.295 billion with various financial institutions, in addition to the $1.098 billion of capacity under the Credit Facility. There were total draw downs of $109 million pursuant to these lines of credit as of March 31, 2021. Litigation The Company assesses contingencies related to litigation and/or other matters to determine the degree of probability and range of possible loss. A loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly sensitive and requires judgments about future events. On at least a quarterly basis, the Company reviews contingencies related to litigation to determine the adequacy of accruals. The amount of ultimate loss may differ from these estimates and further events may require the Company to increase or decrease the amounts it has accrued on any matter. Periodically, the Company assesses its insurance coverage for all known claims, where applicable, taking into account aggregate coverage by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with its insurance carriers. The liabilities are recorded at management’s best estimate of the probable outcome of the lawsuits and claims, taking into consideration the facts and circumstances of the individual matters as well as past experience on similar matters. At each balance sheet date, the key issues that management assesses are whether it is probable that a loss as to asserted or unasserted claims has been incurred and if so, whether the amount of loss can be reasonably estimated. The Company records the expected liability with respect to claims in Other liabilities and expected recoveries from its insurance carriers in Other assets. The Company recognizes a receivable when it believes that realization of the insurance receivable is probable under the terms of the insurance policies and its payment experience to date. Litigation Matters On August 12, 2019, Marc Jansen filed a putative securities class action against IFF, its Chairman and CEO, and its then-CFO, in the United States District Court for the Southern District of New York. The lawsuit was filed after IFF disclosed that preliminary results of investigations indicated that Frutarom businesses operating principally in Russia and Ukraine had made improper payments to representatives of customers. On December 26, 2019, the Court appointed a group of six investment funds as lead plaintiffs and Pomerantz LLP as lead counsel. On March 16, 2020, lead plaintiffs filed an amended complaint, which added Frutarom and certain former officers of Frutarom as defendants. The amended complaint alleges, among other things, that defendants made materially false and misleading statements or omissions concerning IFF’s acquisition of Frutarom, the integration of the two companies, and the companies’ financial reporting and results. The amended complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and under the Israeli Securities Act-1968, against all defendants, and under Section 20(a) of the Securities Exchange Act of 1934 against the individual defendants, on behalf of a putative class of persons and entities who purchased or otherwise acquired IFF securities on the New York Stock Exchange between May 7, 2018 and August 12, 2019 and persons and entities who purchased or otherwise acquired IFF securities on the Tel Aviv Stock Exchange between October 9, 2018 and August 12, 2019. The amended complaint seeks an award of unspecified compensatory damages, costs, and expenses. IFF, its officers, and Frutarom filed a motion to dismiss the case on June 26, 2020. On March 30, 2021, the court dismissed all of the claims against IFF, its officers and Frutarom. On April 28, 2021, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. Two motions to approve securities class actions were filed in the Tel Aviv District Court, Israel, in August 2019, similarly alleging, among other things, false and misleading statements largely in connection with IFF’s acquisition of Frutarom and the above-mentioned improper payments. One motion ("Borg") asserts claims under the U.S. federal securities laws against IFF, its Chairman and CEO, and its former CFO. On November 8, 2020, IFF and its officers filed their response to the Borg motion. On April 20, 2021, Mr. Borg filed a motion to stay the proceeding pending an appellate decision in the U.S. proceeding. The other motion ("Oman") (following an initial amendment) asserted claims under the Israeli Securities Act-1968 against IFF, its Chairman and CEO, and its former CFO, and against Frutarom and certain former Frutarom officers and directors, as well as claims under the Israeli Companies Act-1999 against certain former Frutarom officers and directors. On October 4, 2020, the Oman plaintiff filed a motion to remove IFF and its officers from the motion and to add factual allegations from the US amended complaint. Responses to the motion to amend the Oman motion were filed during November 2020. The court granted the motion to amend the Oman motion on February 17, 2021. On October 29, 2019, IFF and Frutarom filed a claim in the Tel Aviv District Court, Israel, against Ori Yehudai, the former President and CEO of Frutarom, and against certain former directors of Frutarom, challenging the bonus of US $20 million granted to Yehudai in 2018. IFF and Frutarom allege, among other things, that Yehudai was not entitled to receive the bonus because he breached his fiduciary duty by, among other things, knowing of the above-mentioned improper payments and failing to prevent them from being made. The parties agreed, pursuant to the court’s recommendation, to attempt to resolve the dispute through mediation, which is still ongoing, during which the proceedings relating to this claim are stayed. On March 11, 2020, an IFF shareholder filed a motion to approve a class action in Israel against, among others, Frutarom, Yehudai, and Frutarom’s former board of directors, alleging that former minority shareholders of Frutarom were harmed as a result of the US $20 million bonus paid to Yehudai. The parties to this motion agreed to attempt to resolve the dispute through mediation to take place regarding the aforesaid claim against Yehudai, which as noted is still ongoing, during which the proceedings relating to this motion are stayed. Investigation On June 3, 2020, the Israel Police’s National Fraud Investigation Unit and the Israeli Securities Authority commenced an investigation into Frutarom and certain of its former executives, based on suspected bribery of foreign officials, money laundering, and violations of the Israeli Securities Act-1968. The National Fraud Investigation Unit and the Israeli Securities Authority have provided IFF and Frutarom with various orders. IFF is working to ensure compliance with such orders, all in accordance with, and subject to, Israeli law. China Facilities Guangzhou Taste plant During the fourth quarter of 2016, the Company was notified that certain governmental authorities have begun to evaluate a change in the zoning of the Guangzhou Taste plant. The zoning, if changed, would prevent the Company from continuing to manufacture product at the existing plant. The ultimate outcome of any change that the governmental authorities may propose, the timing of such a change, and the nature of any compensation arrangements that might be provided to the Company are uncertain. To address the governmental authorities' requirements, the Company has begun to transfer certain production capabilities from the Guangzhou Taste plant to a newly built facility in Zhangjiagang. The net book value of the plant in Guangzhou was approximately $60 million as of March 31, 2021. Guangzhou Scent plant During the second quarter of 2019, the Company was notified that certain governmental authorities had changed the zoning where the Guangzhou Scent plant is located. The zoning change did not affect the current operations but prevents expansions or other increases in the operating capacity of the plant. The Company believes that it is possible that the zoning may be enforced in the future such that it would not be able to continue manufacturing at the existing site. The ultimate outcome of any change that the governmental authorities may propose, the timing of such a change, and the nature of any compensation arrangements that might be provided to the Company are uncertain. The net book value of the existing plant was approximately $9 million as of March 31, 2021. Zhejiang Ingredients plant In the fourth quarter of 2017, the Company concluded discussions with the government regarding the relocation of its Fragrance Ingredients plant in Zhejiang and, based on the agreements reached, expects to receive total compensation payments up to approximately $50 million. The relocation compensation will be paid to the Company over the period of the relocation which is expected to be through the end of 2022. The Company received payments totaling $30 million through the end of 2019. In the third quarter of 2020, the Company received a payment of approximately $13 million. A final payment is expected to be received upon completion of the final environmental inspection. Production at the facility ceased during 2019. In the second quarter of 2020, the Company transferred ownership of the site to the government. The land remediation activities are in progress and are expected to be completed in the second half of 2022. During the second quarter of 2020, the remaining net book value of the plant was written off. Total China Operations The total net book value of all ten plants in China was approximately $289 million as of March 31, 2021. If the Company is required to close a plant, or operate one at significantly reduced production levels on a permanent basis, the Company may be required to record charges that could have a material impact on its consolidated financial results of operations, financial position and cash flows in future periods. Other Contingencies The Company has contingencies involving third parties (such as labor, contract, technology or product-related claims or litigation) as well as government-related items in various jurisdictions in which it operates pertaining to such items as value-added taxes, other indirect taxes, customs and duties and sales and use taxes. It is possible that cash flows or results of operations, in any period, could be materially affected by the unfavorable resolution of one or more of these contingencies. The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, the Company believes it has valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, the Company is required to, and has provided, bank guarantees and pledged assets in the aggregate amount of $20 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date. Brazil Tax Credits In January 2020, the Company was informed of a favorable ruling from the Brazilian tax authorities confirming that the Company was entitled to recover the overpayments of certain indirect taxes (known as PIS/COFINS) for the period from November 2011 to December 2018, plus interest on the amount of the overpayments. The overpayments arose from the inclusion of a value added tax known as ICMS in the calculation of the PIS/COFINS tax. The ruling did not, however, settle the question of whether the Company is eligible to recover overpayments based on the gross or the net amount of ICMS amounts paid on PIS/COFINS. The Company calculated the amount of overpayments using the gross method which yields a higher amount than the application of the net method. A final ruling on the gross versus net amount issued is still pending. In addition to the $8 million recognized in the fourth quarter of 2019, during the first quarter of 2020 the Company recognized $4 million as an additional recovery on the existing claim. During 2020, the Company also recognized $3 million related to a claim from another of its subsidiaries in Brazil. The income is recognized as a reduction in Selling and Administrative expenses. Other The Company determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that either a loss is reasonably possible or a loss in excess of accrued amounts is reasonably possible and the amount of losses or range of losses is determinable. For all third party contingencies (including labor, contract, technology, tax, product-related claims and business litigation), the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $28 million. The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the matters in question. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | REDEEMABLE NONCONTROLLING INTERESTS Through certain subsidiaries of our Frutarom acquisition, there are certain noncontrolling interests that carry redemption features. The noncontrolling interest holders have the right, over a stipulated period of time, to sell their respective interests to Frutarom, and Frutarom has the option to purchase these interests (subject to the same timing). These options carry identical price and conditions of exercise, and will be settled based on the multiple of the average EBITDA of consecutive quarters to be achieved during the period ending prior to the exercise date. The following table sets forth the details of the Company's redeemable noncontrolling interests: (DOLLARS IN MILLIONS) Redeemable Balance at December 31, 2019 $ 99 Impact of foreign exchange translation 19 Share of profit or loss attributable to redeemable noncontrolling interests 2 Redemption value adjustment for the current period (6) Measurement period adjustments (1) Exercises of redeemable noncontrolling interests (10) Balance at March 31, 2020 $ 103 Balance at December 31, 2020 $ 98 Impact of foreign exchange translation 2 Share of profit or loss attributable to redeemable noncontrolling interests 1 Redemption value adjustment for the current period 1 Balance at March 31, 2021 $ 102 For 2020, the increase in redeemable noncontrolling interests was primarily due to the impact of foreign exchange translation offset by the exercise of options. During 2020, the Company paid approximately $14 million related to the purchase of certain noncontrolling interests where the option related to the purchase had been exercised in the fourth quarter of 2019. For 2021, the increase in redeemable noncontrolling interests was primarily due to foreign exchange translation. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT Fruit Preparation Divestiture In the second quarter of 2021, IFF entered into an agreement to divest its fruit preparation business to Frulact, which specializes in fruit preparations for the food & beverage industry. The divestiture is expected to close in the third quarter 2021, pending customary closing conditions, including regulatory approvals and is not expected to have a material impact on the Company's results of operations. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These interim financial statements and related management’s discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related notes and management’s discussion and analysis of results of operations, liquidity and capital resources included in our 2020 Annual Report on Form 10-K (“2020 Form 10-K”). These interim financial statements are unaudited. The year-end balance sheet data included in this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. On February 1, 2021 (the “Closing Date”), the Company completed the combination (the "Merger") of IFF and DuPont de Numerous, Inc (“DuPont”) nutrition and biosciences business (the “N&B Business”), which had been transferred to Nutrition and Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of DuPont ("N&B") in a Reverse Morris Trust transaction. See Note 3 for additional information. As a result, the Company’s consolidated financial statements for the three months ended March 31, 2021 reflects the results of N&B from the Closing Date, whereas the Company’s consolidated financial statements for the three months ended March 31, 2020 do not. In the current year, the Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The inputs into our judgments and estimates take into account the current economic implications of the novel coronavirus ("COVID-19") 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 long-lived assets. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2021, the FASB issued Accounting Standards Update ("ASU") 2021-01, "Reference Rate Reform (Topic 848): Scope." The ASU is intended to provide updates and responses to concerns over Topic 848 related to the cessation of reference rates in certain financial markets. Alternative reference rates that are more observable or transaction based have been identified and are being transitioned to in numerous jurisdictions globally, such as a receive-variable-rate, pay-variable-rate cross currency interest rate swap. This guidance is effective immediately for all entities, but does not apply to any contract modifications or new hedging relationships entered into after December 31, 2022. The Company is currently evaluating the impact of this guidance, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU is intended to simplify various aspects related to the cessation of reference rates in certain financial markets that would otherwise create modification accounting or changes in estimate. This guidance is effective for the period from March 12, 2020 to December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021 but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years, with early adoption permitted. This guidance was adopted on January 2, 2021 and does not have a material impact on the Company's Consolidated Financial Statements. |
Receivable | Accounts Receivable The Company has various factoring agreements in the U.S. and The Netherlands under which it can factor up to approximately $100 million in receivables. In addition, the Company has factoring agreements sponsored by certain customers. Under all of the arrangements, the Company sells the receivables on a non-recourse basis to unrelated financial institutions and accounts for the transactions as a sale of receivables. The applicable receivables are removed from the Company's Consolidated Balance Sheet when the cash proceeds are received by the Company. Through these factoring programs, the Company removed $304 million and $249 million of receivables from its balance sheets as of March 31, 2021 and December 31, 2020, respectively, which are primarily related to the factoring agreements sponsored by certain customers. The impact on cash provided by operations from participating in these programs was an increase of $55 million for the three months ended March 31, 2021 and a decrease of $5 million for the three months ended March 31, 2020. The cost of participating in these programs was approximately $1 million for both the three months ended March 31, 2021 and 2020. |
Revenue | Revenue Recognition The Company recognizes revenue when control of the promised goods is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods. Sales, value added, and other taxes the Company collects are excluded from revenues. The Company receives payment in accordance with standard customer terms. See Note 11 for further details on revenues disaggregated by segment. |
Property, Plant and Equipment, Policy | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is calculated on a straight-line basis, principally over the following estimated useful lives: buildings and improvements, 1 to 50 years; machinery and equipment, 1 to 40 years; information technology hardware and software, 1 to 23 years; and leasehold improvements which are included in buildings and improvements, the estimated life of the improvements or the remaining term of the lease, whichever is shorter. |
Goodwill and Intangible Assets, Intangible Assets, Policy | Finite-Lived Intangible Assets Finite-lived intangible assets include customer relationships, patents, trade names, technological know-how and other intellectual property valued at acquisition and amortized on a straight-line basis over the following estimated useful lives: customer relationships, 11 – 25 years; patents, 11 - 15 years; trade names, 4 - 28 years; and technological know-how, 5 - 28 years. The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recovered. An estimate of undiscounted future cash flows produced by an asset or group of assets is compared to the carrying value to determine whether impairment exists. If assets are determined to be impaired, the loss is measured based on an estimate of fair value using various valuation techniques, including a discounted estimate of future cash flows. |
Nature of Operations | 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. |
Reporting Periods | Reporting Periods Effective 2021, the Company changed its fiscal year end from a 52/53-week fiscal year ending on the Friday closest to the last day of the quarter, to a calendar year of the twelve-month period from January 1 to December 31. The Company elected to change its fiscal year end in connection with the Merger with N&B to align the Company’s fiscal year with N&B’s. For the 2020 comparative quarter presented, the actual closing date was April 3. For ease of presentation, March 31 and December 31 are used consistently throughout this Form 10-Q and these interim financial statements and related notes to represent the period-end dates in the comparative periods. The three months ended March 31, 2021 contained three fewer business days than the corresponding period in 2020, however the impact of this on revenue and net loss was not material. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Company's statement of cash flows periods ended March 31, 2021 and March 31, 2020 to the amounts reported in the Company's balance sheet as at March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019. (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 872 $ 650 $ 433 $ 607 Restricted cash 7 7 10 17 Noncurrent assets Restricted cash included in Other assets 2 3 5 — Cash, cash equivalents and restricted cash $ 881 $ 660 $ 448 $ 624 |
Contract Asset and Accounts Receivable | Contract Assets With respect to a small number of contracts for the sale of compounds, the Company has an “enforceable right to payment for performance to date” and as the products do not have an alternative use, the Company recognizes revenue for these contracts over time and records a contract asset using the output method. The output method recognizes revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. For the periods ended March 31, 2021 and December 31, 2020, the Company's gross accounts receivable was $2.063 billion and $950 million, respectively. The Company's contract assets and contract liabilities for the periods ended March 31, 2021 and December 31, 2020 were not material. |
Schedule of Bad Debt Reserve | Expected Credit Losses The Company is exposed to credit losses primarily through its sales of products. To determine the appropriate allowance for expected credit losses, the Company considers certain credit quality indicators, such as aging, collection history, and creditworthiness of debtors. Regional and Global Credit committees review and approve specific customer allowance reserves. The allowance for expected credit losses is primarily based on two primary factors: i) the aging of the different categories of trade receivables, and ii) a specific reserve for accounts identified as uncollectible. The Company also considers current and future economic conditions in the determination of the allowance. At March 31, 2021, the Company reported $2.023 billion of trade receivables, net of allowances of $40 million. Based on the aging analysis as of March 31, 2021, approximately 91% of our accounts receivable were current based on the payment terms of the invoice. Receivables that are past due by over 365 days account for approximately 1% of our accounts receivable. The following is a rollforward of the Company's allowances for bad debts for the three months ended March 31, 2021, with the bad debt expense and write-offs both being under $1 million, which were not material: (DOLLARS IN MILLIONS) Allowances for Balance at December 31, 2020 $ 21 Other adjustments (1) 20 Foreign exchange (1) Balance at March 31, 2021 $ 40 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Shares Used in Computation of Basic and Diluted Net Income Per Share | A reconciliation of the shares used in the computation of basic and diluted net (loss) income per share is as follows: Three Months Ended March 31, (AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 2021 2020 Net (Loss) Income Net (loss) income attributable to IFF stockholders $ (42) $ 124 Adjustment related to (increase) decrease in redemption value of redeemable noncontrolling interests in excess of earnings allocated (1) 6 Net (loss) income available to IFF stockholders $ (43) $ 130 Shares Weighted average common shares outstanding (basic) (1) 206 112 Adjustment for assumed dilution (2) : SPC portion of TEUs — 1 Weighted average shares assuming dilution (diluted) 206 113 Net (Loss) Income per Share (3) Net (loss) income per share - basic $ (0.21) $ 1.16 Net (loss) income per share - diluted (0.21) 1.15 _______________________ (1) For the three months ended March 31, 2021 and 2020, the tangible equity units (“TEUs”) were assumed to be outstanding at the minimum settlement amount for basic earnings per share. See below for details. (2) Effect of dilutive securities includes dilution under stock plans and incremental impact of TEUs. See below for details. (3) Diluted net (loss) income per share attributable to IFF for the three months ended March 31, 2021 excluded one million potentially dilutive securities 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration and Assets and Liabilities Assumed | Purchase Price The following table summarizes the aggregate purchase price consideration paid to acquire N&B (in millions, except share and per share data): (DOLLARS IN MILLIONS) Fair value of common stock issued to DuPont stockholders (1) $ 15,929 Fair value attributable to pre-merger service for replacement equity awards (2) 25 Total purchase consideration $ 15,954 _______________________ (1) The fair value of common stock issued to DuPont stockholders represents 141,740,461 shares of the Company's common stock determined based on the number of fully diluted shares of IFF common stock, immediately prior to the Closing Date, multiplied by the quotient of 55.4%/44.6% and IFF common stock closing share price of $112.38 on the New York Stock Exchange on the Closing Date. (2) At the time of the Transactions, each outstanding stock option, cash-settled stock appreciation right (“SAR”), restricted stock unit (“RSU”) award, and restricted stock award (“RSA”) with respect to DuPont common stock held by employees of N&B were canceled and converted into similar classes of equity awards of IFF’s Class A Common Stock. Further, each outstanding Performance Share Unit (“PSU”) award with respect to DuPont common stock held by employees of N&B were canceled and converted into IFF’s RSU awards. The conversion was based on the ratio of the volume-weighted average per share closing price of DuPont stock on the twenty trading days prior to the Closing Date and IFF’s stock on the twenty trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger (see Note 10 for additional information). The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed: (DOLLARS IN MILLIONS) Preliminary Estimated Fair Value Cash and cash equivalents $ 207 Receivables 962 Inventory 1,615 Prepaid expenses and other current assets 342 Property, plant and equipment 3,242 Deferred income taxes 75 Intangible assets 9,176 Other assets 702 Accounts payable and accrued liabilities (1,028) Accrued payroll and employee benefits (163) Deferred tax liabilities (2,369) Long-term debt (7,636) Other long-term liabilities (907) Total identifiable net assets assumed 4,218 Non-controlling interest (26) Goodwill 11,762 Preliminary purchase price $ 15,954 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated preliminary fair value and useful lives of the identifiable intangible assets are as follows: (DOLLARS IN MILLIONS) Estimated Amounts Estimated Useful Lives Finite lived intangible assets Trade names $ 301 4 to 13 years Customer relationships 6,745 13 to 25 years Technological know-how 2,130 7 to 11 years Total $ 9,176 |
Business Acquisition, Pro Forma Information | The unaudited pro forma results for the three months ended March 31, 2021 were as follows: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Unaudited pro forma net sales $ 2,972 $ 2,898 Unaudited pro forma net income (loss) attributable to the Company 219 (201) |
Restructuring and Other Charg_2
Restructuring and Other Charges, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Changes in Employee-Related Restructuring Liabilities | Changes in Restructuring Liabilities Changes in restructuring liabilities by program during the three months ended March 31, 2021 were as follows: (DOLLARS IN MILLIONS) Balance at December 31, 2020 Additional Charges (Reversals), Net Impact of N&B Merger Balance at March 31, 2021 Frutarom Integration Initiative Severance $ 3 $ — $ — $ 3 Other (1) 3 — — 3 2019 Severance Plan Severance 6 — — 6 Other Restructuring Charges Severance 2 4 — 6 N&B Restructuring Liabilities (2) — — 4 4 Total restructuring $ 14 $ 4 $ 4 $ 22 _______________________ (1) Other includes supplier contract termination costs, consulting and advisory fees. (2) Restructuring liabilities assumed as a result of the Merger with N&B. Charges by Segment The following table summarizes the total amount of costs incurred in connection with these restructuring programs by segment: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Nourish $ — $ 5 Shared IT & Corporate Costs 4 — Total Restructuring and other charges, net $ 4 $ 5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Movements in Goodwill | Movements in goodwill attributable to each reportable segment for the three months ended March 31, 2021 were as follows: (DOLLARS IN MILLIONS) Nourish Health & Biosciences Scent Pharma Solutions Total Balance at December 31, 2020 $ 4,859 $ — $ 734 $ — $ 5,593 Acquisitions (1) 2,839 7,291 — 1,632 11,762 Foreign exchange (110) (107) (12) (22) (251) Reallocation (985) 728 257 — — Balance at March 31, 2021 $ 6,603 $ 7,912 $ 979 $ 1,610 $ 17,104 _______________________ (1) Acquisitions relate to the Merger with N&B. The amount of goodwill, and allocation of goodwill among reporting units, from the Merger with the N&B Business is preliminary and may materially change in future periods as a result of purchase accounting being finalized. See Note 3 for additional information. |
Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following amounts: March 31, December 31, (DOLLARS IN MILLIONS) 2021 2020 Asset Type Customer relationships $ 9,397 $ 2,728 Trade names & patents 453 187 Technological know-how 2,579 479 Other 30 38 Total carrying value 12,459 3,432 Accumulated Amortization Customer relationships (500) (470) Trade names & patents (126) (38) Technological know-how (154) (168) Other (27) (29) Total accumulated amortization (807) (705) Other intangible assets, net $ 11,652 $ 2,727 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for the next five years is expected to be as follows: (DOLLARS IN MILLIONS) 2021 2022 2023 2024 2025 Estimated future intangible amortization expense $ 608 $ 807 $ 807 $ 807 $ 805 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following amounts: (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 Finance lease right-of-use assets $ 9 $ 8 Deferred income taxes 102 197 Overfunded pension plans 110 101 Cash surrender value of life insurance contracts 49 49 Other (1) 227 63 Total $ 497 $ 418 _______________________ (1) Includes restricted cash, land usage rights in China and long term deposits. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Debt | Debt consisted of the following: (DOLLARS IN MILLIONS) Effective Interest Rate March 31, 2021 December 31, 2020 2021 Euro Notes (1) 0.82 % $ 353 $ 368 2022 Notes (3) 0.69 % 300 — 2023 Notes (1) 3.30 % 299 299 2024 Euro Notes (1) 1.88 % 587 614 2025 Notes (3) 1.22 % 1,001 — 2026 Euro Notes (1) 1.93 % 936 978 2027 Notes (3) 1.56 % 1,220 — 2028 Notes (1) 4.57 % 397 397 2030 Notes (3) 2.21 % 1,511 — 2040 Notes (3) 3.04 % 775 — 2047 Notes (1) 4.44 % 494 494 2048 Notes (1) 5.12 % 786 786 2050 Notes (3) 3.21 % 1,574 — 2018 Term Loan Facility (1) 3.65 % 240 240 2022 Term Loan Facility (1) 1.73 % 200 199 2024 Term Loan Facility (3) 1.46 % 625 — 2026 Term Loan Facility (3) 1.83 % 625 — Amortizing Notes (1) 6.09 % 24 36 Bank overdrafts and other 11 2 Total debt 11,958 4,413 Less: Short-term borrowings (2) (628) (634) Total Long-term debt $ 11,330 $ 3,779 _______________________ (1) Amount is net of unamortized discount and debt issuance costs. (2) Includes bank borrowings, overdrafts and current portion of long-term debt. (3) Assumed by the Company as part of the N&B Merger. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease cost and other information | The components of lease expense were as follows: Three Months Ended Three Months Ended (DOLLARS IN MILLIONS) March 31, 2021 March 31, 2020 Operating lease cost $ 32 $ 12 Finance lease cost 1 1 Supplemental cash flow information related to leases was as follows: Three Months Ended Three Months Ended (DOLLARS IN MILLIONS) March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 27 $ 12 Financing cash flows for finance leases 1 1 Right-of-use assets obtained in exchange for lease obligations Operating leases 11 11 Finance leases 1 2 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense and Related Tax Benefits | Stock-based compensation expense and related tax benefits were as follows: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Equity-based awards $ 11 $ 9 Liability-based awards 3 (1) Total stock-based compensation expense 14 8 Less: Tax benefit (3) (1) Total stock-based compensation expense, after tax $ 11 $ 7 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net sales: Nourish $ 1,308 $ 772 Health & Biosciences 426 34 Scent 569 541 Pharma Solutions 162 — Consolidated $ 2,465 $ 1,347 Segment Adjusted Operating EBITDA Nourish $ 270 $ 176 Health & Biosciences 128 9 Scent 128 118 Pharma Solutions 43 — Total 569 303 Depreciation & Amortization (242) (81) Interest Expense (65) (32) Other Income (Expense), net 7 (11) Frutarom Integration Related Costs (a) (1) (4) Restructuring and Other Charges, net (b) (4) (5) Losses on sale of assets — (1) Shareholder Activism Related Costs (c) (7) — Employee Separation Costs (d) (3) — Compliance Review & Legal Defense Costs (e) — (1) N&B Inventory Step-Up Costs (182) — N&B Transaction Related Costs (f) (89) (5) N&B Integration Related Costs (g) (37) (10) (Loss) Income Before Taxes $ (54) $ 153 _______________________ (a) Represents costs related to the integration of the Frutarom acquisition. For 2021, costs primarily related to performance stock awards. For 2020, costs primarily related to advisory services, retention bonuses and performance stock awards. (b) For 2021, represents costs primarily related to severance as part of the Company's restructuring efforts. For 2020, represents costs primarily related to the Frutarom Integration Initiative. (c) Represents shareholder activist related costs, primarily professional fees. (d) Represents costs related to severance liabilities, including accelerated stock compensation expense, for employees who have separated from the Company. (e) Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits. (f) Represents transaction costs and expenses related to the transaction with N&B, primarily includes legal and professional fees. (g) Represents costs primarily related to advisory services for the integration of the transaction with N&B, primarily consulting fees. |
Net Sales by Destination of Product Delivery | 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) 2021 2020 Europe, Africa and Middle East $ 873 $ 543 Greater Asia 587 310 North America 722 303 Latin America 283 191 Consolidated $ 2,465 $ 1,347 Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net sales related to the U.S. $ 654 $ 271 Net sales attributed to all foreign countries 1,811 1,076 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Other Defined Contribution Retirement Plan Expenses | Pension and other defined contribution retirement plan expenses included the following components: (DOLLARS IN MILLIONS) U.S. Plans Three Months Ended March 31, 2021 2020 Interest cost on projected benefit obligation (2) $ 3 $ 4 Expected return on plan assets (2) (5) (7) Net amortization and deferrals (2) 2 2 Net periodic benefit (income) cost $ — $ (1) (DOLLARS IN MILLIONS) Non-U.S. Plans Three Months Ended March 31, 2021 2020 Service cost for benefits earned (1) $ 10 $ 6 Interest cost on projected benefit obligation (2) 2 3 Expected return on plan assets (2) (12) (12) Net amortization and deferrals (2) 5 4 Net periodic benefit (income) cost $ 5 $ 1 _______________________ (1) Included as a component of Operating profit. (2) Included as a component of Other (income) expense, net. |
Postretirement Benefits Other Than Pension Expenses | Income (expense) recognized for postretirement benefits other than pensions included the following components: Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 Net amortization and deferrals $ (1) $ (1) Total postretirement benefit income $ (1) $ (1) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Carrying Amount and Estimated Fair Values of Financial Instruments | The carrying values and the estimated fair values of financial instruments at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 (DOLLARS IN MILLIONS) Carrying Value Fair Value Carrying Value Fair Value LEVEL 1 Cash and cash equivalents (1) $ 872 $ 872 $ 650 $ 650 2025 Notes (6) 1,001 982 — — 2027 Notes (6) 1,220 1,172 — — 2030 Notes (6) 1,511 1,454 — — 2040 Notes (6) 775 736 — — 2050 Notes (6) 1,574 1,470 — — LEVEL 2 Credit facilities and bank overdrafts (2) 11 11 2 2 Derivatives Derivative assets (3) 3 3 1 1 Derivative liabilities (3) 18 18 29 29 Long-term debt: (4) 2021 Euro Notes 353 353 368 370 2022 Notes 300 300 — — 2023 Notes 299 314 299 316 2024 Euro Notes 587 615 614 648 2026 Euro Notes 936 1,008 978 1,061 2028 Notes 397 453 397 472 2047 Notes 494 561 494 608 2048 Notes 786 984 786 1,059 2018 Term Loan Facility (2) 240 240 240 240 2022 Term Loan Facility (2) 200 200 199 200 2024 Term Loan Facility (7) 625 625 — — 2026 Term Loan Facility (7) 625 625 — — Amortizing Notes (5) 24 25 36 37 _______________________ (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 Sheet. (4) The fair value of the Company's long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on its own credit risk. (5) The fair value of the Amortizing Notes of the TEUs is based on the most recently quoted price for the outstanding securities, adjusted for any known significant deviation in value. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange. (6) The fair value of the Notes is based on market quoted price as there is an active market for the Notes and observable market data and inputs. (7) 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. |
Derivative Instruments Notional Amount Outstanding | The following table shows the notional amount of the Company’s derivative instruments outstanding as of March 31, 2021 and December 31, 2020: (DOLLARS IN MILLIONS) March 31, 2021 December 31, 2020 Foreign currency contracts $ 121 $ 221 Commodity contracts 5 — Cross currency swaps 300 300 |
Derivative Instruments Measured at Fair Value | The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected in the Consolidated Balance Sheet as of March 31, 2021 and December 31, 2020: March 31, 2021 (DOLLARS IN MILLIONS) Fair Value of Fair Value of Total Fair Value Derivative assets (1) Foreign currency contracts $ 2 $ 1 $ 3 Derivative liabilities (2) Foreign currency contract $ — $ 7 $ 7 Cross currency swaps 11 — 11 Total derivative liabilities $ 11 $ 7 $ 18 December 31, 2020 (DOLLARS IN MILLIONS) Fair Value of Fair Value of Total Fair Value Derivative assets (1) Foreign currency contracts $ — $ 1 $ 1 Derivative liabilities (2) Foreign currency contracts $ 6 $ — $ 6 Cross currency swaps 23 — 23 Total derivative liabilities $ 29 $ — $ 29 _______________________ (1) Derivative assets are recorded to Prepaid expenses and other current assets in the Consolidated Balance Sheet. |
Derivative Instruments Which Were Not Designated as Hedging Instruments | The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statement of (Loss) Income and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (in millions): Amount of Gain (Loss) Location of Gain (Loss) Recognized in Income on Derivative (DOLLARS IN MILLIONS) Three Months Ended March 31, 2021 2020 Foreign currency contracts (1) $ (3) $ (8) Other (income) expense, net _______________________ (1) The foreign currency contract net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods. |
Derivative Instruments Designated as Cash Flow and Net Investment Hedging Instruments | The following table shows the effect of the Company’s derivative and non-derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statement of (Loss) Income and Comprehensive Loss for the three months ended March 31, 2021 and 2020 (in millions): Amount of Gain (Loss) Location of Gain (Loss) Reclassified from Amount of Gain (Loss) Three Months Ended March 31, Three Months Ended March 31, (DOLLARS IN MILLIONS) 2021 2020 2021 2020 Derivatives in Cash Flow Hedging Relationships: Foreign currency contracts $ 4 $ 1 Cost of goods sold $ (2) $ 2 Derivatives in Net Investment Hedging Relationships: Cross currency swaps 9 21 N/A — — Non-Derivatives in Net Investment Hedging Relationships: 2024 Euro Notes 20 10 N/A — — 2021 Euro Notes & 2026 Euro Notes 45 21 N/A — — Total $ 78 $ 53 $ (2) $ 2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following tables present changes in the accumulated balances for each component of other comprehensive (loss) income, including current period other comprehensive (loss) income and reclassifications out of accumulated other comprehensive loss: (DOLLARS IN MILLIONS) Foreign Gains (Losses) Pension and Total Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2020 $ (285) $ (7) $ (406) $ (698) OCI before reclassifications (417) 2 2 (413) Amounts reclassified from AOCI — 2 7 9 Net current period other comprehensive income (loss) (417) 4 9 (404) Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2021 $ (702) $ (3) $ (397) $ (1,102) (DOLLARS IN MILLIONS) Foreign Gains (Losses) Pension and Total Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2019 $ (373) $ 2 $ (346) $ (717) OCI before reclassifications (452) 3 — (449) Amounts reclassified from AOCI — (2) 4 2 Net current period other comprehensive income (loss) (452) 1 4 (447) Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2020 $ (825) $ 3 $ (342) $ (1,164) |
Reclassifications of Accumulated Other Comprehensive Income to Consolidated Statement of Comprehensive Income | The following table provides details about reclassifications out of Accumulated other comprehensive loss to the Consolidated Statement of (Loss) Income and Comprehensive Loss: Three Months Ended March 31, Affected Line Item in the Consolidated Statement of (Loss) Income and Comprehensive Loss (DOLLARS IN MILLIONS) 2021 2020 Gains (losses) on derivatives qualifying as hedges Foreign currency contracts $ (3) $ 2 Cost of goods sold Tax 1 — Provision for income taxes Total $ (2) $ 2 Total, net of income taxes Losses on pension and postretirement liability adjustments Prior service cost $ 2 $ (5) (1) Actuarial losses (8) — (1) Tax (1) 1 Provision for income taxes Total $ (7) $ (4) Total, net of income taxes _______________________ (1) The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. Refer to Note 16 of the Company's 2020 Form 10-K for additional information regarding net periodic benefit cost. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following table sets forth the details of the Company's redeemable noncontrolling interests: (DOLLARS IN MILLIONS) Redeemable Balance at December 31, 2019 $ 99 Impact of foreign exchange translation 19 Share of profit or loss attributable to redeemable noncontrolling interests 2 Redemption value adjustment for the current period (6) Measurement period adjustments (1) Exercises of redeemable noncontrolling interests (10) Balance at March 31, 2020 $ 103 Balance at December 31, 2020 $ 98 Impact of foreign exchange translation 2 Share of profit or loss attributable to redeemable noncontrolling interests 1 Redemption value adjustment for the current period 1 Balance at March 31, 2021 $ 102 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Accounts Receivable Factored | $ 100 | ||
Trade receivables before allowance for credit loss | 2,063 | $ 950 | |
Trade receivables | 2,023 | 929 | |
Trade receivables allowances | $ 40 | 21 | |
Percentage of outstanding receivables less than 90 days | 91.00% | ||
Percentage of outstanding receivables by over 365 days | 1.00% | ||
Allowance for bad debt expense | $ 1 | ||
Write-offs | $ (1) | ||
Minimum | Customer relationships | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||
Minimum | Patents [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||
Minimum | Trade names | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||
Minimum | Intellectual Property | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Minimum | Buildings And Improvements | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 1 year | ||
Minimum | Machinery and Equipment | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 1 year | ||
Minimum | Information Technology Hardware And Software | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 1 year | ||
Maximum | Customer relationships | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Maximum | Patents [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Maximum | Trade names | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 28 years | ||
Maximum | Intellectual Property | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 28 years | ||
Maximum | Buildings And Improvements | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 50 years | ||
Maximum | Machinery and Equipment | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum | Information Technology Hardware And Software | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Property, Plant and Equipment, Useful Life | 23 years | ||
Trade Accounts Receivable With Factoring Agreements [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Receivables (included in Trade receivables) | $ 304 | $ 249 | |
Proceeds From Sale Of Accounts Receivable | 55 | $ (5) | |
Payments To Participate In Factoring Receivable Program | $ 1 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies - Contract Assets, Receivables, and Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 2,465 | $ 1,347 | |
Trade receivables before allowance for credit loss | $ 2,063 | $ 950 | |
Percentage of outstanding receivables less than 90 days | 91.00% | ||
Trade receivables (net of allowances of $40 and $21, respectively) | $ 2,023 | $ 929 |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting Policies - Reconciliation of Cash (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 872 | $ 650 | $ 433 | $ 607 |
Restricted cash | 7 | 7 | 10 | 17 |
Restricted cash included in Other assets | 2 | 3 | 5 | 0 |
Cash, cash equivalents and restricted cash | $ 881 | $ 660 | $ 448 | $ 624 |
Nature of Operations and Summ_7
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Bad Debt Reserve (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31, 2020 | $ 21 |
Bad debt expense | 1 |
Write-offs | (1) |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 20 |
Foreign exchange | (1) |
Balance at March 31, 2021 | 40 |
Measurement period adjustments | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31, 2020 | $ 21 |
Net Income Per Share - Reconcil
Net Income Per Share - Reconciliation of Shares Used in Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 17, 2018 | Mar. 31, 2021 | Mar. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net (loss) income attributable to IFF stockholders | $ (42) | $ 124 | |
Adjustment related to (increase) decrease in redemption value of redeemable noncontrolling interests in excess of earnings allocated | (1) | 6 | |
Net (loss) income available to IFF stockholders | $ (43) | $ 130 | |
Weighted average common shares outstanding (basic) (in shares) | 206 | 112 | |
Weighted average shares assuming dilution (diluted) (in shares) | 206 | 113 | |
Net income per share - basic (in dollars per share) | $ (0.21) | $ 1.16 | |
Net income per share - diluted (in dollars per share) | (0.21) | 1.15 | |
Tangible Equity Units, Price for Shares Diluted | $ 0.3839 | $ 0.3665 | 0.3839 |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 1 | ||
Tangible Equity Units, Price for Shares Diluted | $ 0.3839 | $ 0.3665 | $ 0.3839 |
SPC portion of TEUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Adjustment for assumed dilution (in shares) | 0 | 1 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 17, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Earnings Per Share [Abstract] | ||||
Dividends declared per share, in dollars per share | $ 0.77 | $ 0.75 | ||
Tangible equity units issued | 16,500,000 | |||
Tangible equity units proceeds | $ 800 | |||
Price for basic share (usd per share) | 0.3134 | 0.3134 | ||
Tangible Equity Units, Price for Shares Diluted | $ 0.3839 | 0.3665 | 0.3839 | |
Difference between basic and diluted net income per share, in dollars per share | $ 0.01 | |||
Common stock, par value, in dollars per share | $ 0.125 | $ 0.125 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 15, 2019 |
Business Acquisition [Line Items] | |||||
Common stock, par value, in dollars per share | $ 0.125 | $ 0.125 | |||
Cash acquired | $ 207 | $ 0 | |||
Payments to acquire businesses | $ 7,500 | ||||
Goodwill | 17,104 | $ 5,593 | |||
Nutrition & Biosciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value, in dollars per share | $ 0.125 | $ 0.125 | |||
Cash acquired | $ 7,359 | ||||
Net sales | 1,076 | ||||
Net income (loss) | (59) | ||||
Payments to acquire businesses | 15,929 | ||||
Goodwill | 11,762 | ||||
Transaction related costs | 89 | ||||
Deferred tax liabilities | 2,369 | ||||
Nutrition & Biosciences, Inc | M&A Advisory Fees | |||||
Business Acquisition [Line Items] | |||||
Transaction related costs | 79 | ||||
Nutrition & Biosciences, Inc | Professional Services Fees, Legal Fees, And Others | |||||
Business Acquisition [Line Items] | |||||
Transaction related costs | 10 | ||||
Taste | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 6,603 | 4,859 | |||
Taste | Nutrition & Biosciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 2,839 | ||||
Health & Biosciences | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 7,912 | 0 | |||
Health & Biosciences | Nutrition & Biosciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 7,291 | ||||
Pharma Solutions | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,610 | $ 0 | |||
Pharma Solutions | Nutrition & Biosciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,632 | ||||
International Flavors & Fragrances Inc | |||||
Business Acquisition [Line Items] | |||||
Sale of stock, percentage of ownership after transaction | 44.60% | ||||
International Flavors & Fragrances Inc | DuPont de Nemours, Inc | Nutrition & Biosciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Percentage of interests acquired | 55.40% |
Acquisitions - Schedule of purc
Acquisitions - Schedule of purchase price (Details) $ / shares in Units, $ in Millions | Feb. 01, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Fair value of common stock issued to DuPont stockholders | $ 7,500 |
Nutrition & Biosciences, Inc | |
Business Acquisition [Line Items] | |
Fair value of common stock issued to DuPont stockholders | 15,929 |
Fair value attributable to pre-merger service for replacement equity awards | 25 |
Total purchase consideration | $ 15,954 |
Shares issued as part of merger consideration (shares) | shares | 141,740,461 |
Business acquisition, share price (in dollars per share) | $ / shares | $ 112.38 |
Nutrition & Biosciences, Inc | Maximum | |
Business Acquisition [Line Items] | |
Dilutive shares quotient multiplier | 55.40% |
Nutrition & Biosciences, Inc | Minimum | |
Business Acquisition [Line Items] | |
Dilutive shares quotient multiplier | 44.60% |
Acquisitions - Schedule of asse
Acquisitions - Schedule of assets acquired and liabilities assumed (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 17,104 | $ 5,593 | |
Nutrition & Biosciences, Inc | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 207 | ||
Receivables | 962 | ||
Inventory | 1,615 | ||
Prepaid expenses and other current assets | 342 | ||
Property, plant and equipment | 3,242 | ||
Deferred income taxes | 75 | ||
Intangible assets | 9,176 | ||
Other non-current assets | 702 | ||
Accounts payable and accrued liabilities | (1,028) | ||
Accrued payroll and employee benefits | (163) | ||
Deferred tax liabilities | (2,369) | ||
Debt assumed | (7,636) | ||
Other liabilities | (907) | ||
Total identifiable net assets assumed | 4,218 | ||
Noncontrolling interest | (26) | ||
Goodwill | 11,762 | ||
Total Purchase Consideration | $ 15,954 |
Acquisitions - Schedule of inta
Acquisitions - Schedule of intangible assets acquired (Details) - Nutrition & Biosciences, Inc $ in Millions | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Estimated Amounts | $ 9,176 |
Trade names | |
Business Acquisition [Line Items] | |
Estimated Amounts | 301 |
Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Amounts | 6,745 |
Technological Know-Hows | |
Business Acquisition [Line Items] | |
Estimated Amounts | $ 2,130 |
Minimum | Trade names | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 4 years |
Minimum | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 13 years |
Minimum | Technological Know-Hows | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 7 years |
Maximum | Trade names | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 13 years |
Maximum | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 25 years |
Maximum | Technological Know-Hows | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 11 years |
Acquisitions - Unaudited pro fo
Acquisitions - Unaudited pro forma information (Details) - Nutrition & Biosciences, Inc - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Unaudited pro forma net sales | $ 2,972 | $ 2,898 |
Unaudited pro forma net income attributable to the Company | $ 219 | $ (201) |
Restructuring and Other Charg_3
Restructuring and Other Charges, Net - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)Facility | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Facility | Dec. 31, 2019Position | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities closed | Facility | 21 | |||
Restructuring Charges | $ 4 | $ 5 | ||
Severance Costs | (3) | $ 0 | ||
Restructuring Reserve | 22 | $ 14 | ||
Additional Charges (Reversals), Net | $ 4 | |||
Frutarom Integration Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected number of sites closed | Facility | 35 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 4 | |||
Restructuring Reserve | 6 | 2 | ||
Additional Charges (Reversals), Net | $ 4 | |||
Employee Severance | Frutarom Integration Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities closed | Facility | 22 | |||
Restructuring Charges | $ 27 | |||
Payments for restructuring | 60 | |||
Restructuring Reserve | 3 | 3 | ||
Additional Charges (Reversals), Net | 0 | |||
Employee Severance | 2019 Severance Initiatives | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 21 | |||
Number of positions expected to be eliminated | Position | 190 | |||
Restructuring Reserve | 6 | $ 6 | ||
Additional Charges (Reversals), Net | $ 0 | |||
North America | Frutarom Integration Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities closed | Facility | 1 |
Restructuring and Other Charg_4
Restructuring and Other Charges, Net - Changes in Employee-Related Restructuring Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 14 | |
Additional Charges (Reversals), Net | 4 | |
Additional charges, net | 4 | $ 5 |
Ending Balance | 22 | |
Business Combination, Restructuring Liabilities | 4 | |
Nutrition & Biosciences, Inc | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 0 | |
Additional Charges (Reversals), Net | 0 | |
Ending Balance | 4 | |
Business Combination, Restructuring Liabilities | 4 | |
Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2 | |
Additional Charges (Reversals), Net | 4 | |
Additional charges, net | 4 | |
Ending Balance | 6 | |
Frutarom Integration Initiative | Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 3 | |
Additional Charges (Reversals), Net | 0 | |
Additional charges, net | 27 | |
Ending Balance | 3 | |
Frutarom Integration Initiative | Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 3 | |
Additional Charges (Reversals), Net | 0 | |
Ending Balance | 3 | |
2019 Severance Initiatives | Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 6 | |
Additional Charges (Reversals), Net | 0 | |
Additional charges, net | 21 | |
Ending Balance | 6 | |
Taste | ||
Restructuring Reserve [Roll Forward] | ||
Additional charges, net | 0 | 5 |
Shared IT & Corporate Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Additional charges, net | $ 4 | $ 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Movements in Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | $ 5,593 |
Measurement period adjustments | 0 |
Foreign exchange | (251) |
Balance at March 31, 2021 | 17,104 |
Goodwill, Acquired During Period | 11,762 |
Goodwill [Line Items] | |
Goodwill | 5,593 |
Measurement period adjustments | 0 |
Goodwill, Acquired During Period | 11,762 |
Foreign exchange | (251) |
Taste | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 4,859 |
Foreign exchange | (110) |
Balance at March 31, 2021 | 6,603 |
Goodwill, Acquired During Period | 2,839 |
Goodwill [Line Items] | |
Goodwill | 6,603 |
Goodwill, Acquired During Period | 2,839 |
Foreign exchange | (110) |
Scent [Member] | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 734 |
Foreign exchange | (12) |
Balance at March 31, 2021 | 979 |
Goodwill, Acquired During Period | 0 |
Goodwill [Line Items] | |
Goodwill | 979 |
Goodwill, Acquired During Period | 0 |
Foreign exchange | (12) |
Health & Biosciences | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 0 |
Foreign exchange | (107) |
Balance at March 31, 2021 | 7,912 |
Goodwill, Acquired During Period | 7,291 |
Goodwill [Line Items] | |
Goodwill | 7,912 |
Goodwill, Acquired During Period | 7,291 |
Foreign exchange | (107) |
Pharma Solutions | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 0 |
Foreign exchange | (22) |
Balance at March 31, 2021 | 1,610 |
Goodwill, Acquired During Period | 1,632 |
Goodwill [Line Items] | |
Goodwill | 1,610 |
Goodwill, Acquired During Period | 1,632 |
Foreign exchange | $ (22) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Reallocation of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Line Items] | |
Reallocation of goodwill | $ 0 |
Taste | |
Goodwill [Line Items] | |
Reallocation of goodwill | (985) |
Scent [Member] | |
Goodwill [Line Items] | |
Reallocation of goodwill | 257 |
Health & Biosciences | |
Goodwill [Line Items] | |
Reallocation of goodwill | 728 |
Pharma Solutions | |
Goodwill [Line Items] | |
Reallocation of goodwill | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | $ 12,459 | $ 3,432 |
Total accumulated amortization | (807) | (705) |
Other intangible assets, net | 11,652 | 2,727 |
Other Intangible Assets, Net | 11,652 | 2,727 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 9,397 | 2,728 |
Total accumulated amortization | (500) | (470) |
Trade names & patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 453 | 187 |
Total accumulated amortization | (126) | (38) |
Technological know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 2,579 | 479 |
Total accumulated amortization | (154) | (168) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 30 | 38 |
Total accumulated amortization | $ (27) | $ (29) |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of acquisition-related intangibles | $ 152 | $ 48 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets, Net - Future Estimated Amortization Expense (Details) $ in Millions | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated future intangible amortization expense, 2020 | $ 608 |
Estimated future intangible amortization expense, 2021 | 807 |
Estimated future intangible amortization expense, 2022 | 807 |
Estimated future intangible amortization expense, 2023 | 807 |
Estimated future intangible amortization expense, 2024 | $ 805 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Finance Lease, Right-of-Use Asset | $ 9 | $ 8 |
Deferred income taxes | 102 | 197 |
Overfunded pension plans | 110 | 101 |
Cash surrender value of life insurance contracts | 49 | 49 |
Other | 227 | 63 |
Total | $ 497 | $ 418 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2021USD ($) | Feb. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 16, 2020USD ($) | May 15, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 11,958 | $ 4,413 | |||
Less: Short term borrowings | (628) | (634) | |||
Long-term debt | 11,330 | 3,779 | |||
2021 Euro Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Senior Notes, Current | $ 353 | 368 | |||
2021 Euro Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.82% | ||||
2023 Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.30% | ||||
Credit facilities | $ 299 | 299 | |||
2024 Euro Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.88% | ||||
Credit facilities | $ 587 | 614 | |||
2026 Euro Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.93% | ||||
Credit facilities | $ 936 | 978 | |||
2028 Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.57% | ||||
Credit facilities | $ 397 | 397 | |||
2047 Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.44% | ||||
Credit facilities | $ 494 | 494 | |||
2048 Notes | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 5.12% | ||||
Credit facilities | $ 786 | 786 | |||
Term loan credit agreement | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.65% | ||||
Credit facilities | $ 240 | 240 | |||
2024 Term Loan Facility(7) | |||||
Debt Instrument [Line Items] | |||||
Maximum ratio of net debt to EBITDA with step-downs over time | 4.75 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Third Full Fiscal Quarter | 4.50 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Sixth Full Fiscal Quarter | 3.75 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Ninth Full Fiscal Quarter | 3.50 | ||||
2024 Term Loan Facility(7) | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.46% | ||||
Credit facilities | $ 625 | 0 | |||
2024 Term Loan Facility(7) | Loans payable | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.75% | ||||
2024 Term Loan Facility(7) | Loans payable | Minimum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.00% | ||||
2024 Term Loan Facility(7) | Loans payable | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 2.00% | ||||
2024 Term Loan Facility(7) | Loans payable | Maximum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.00% | ||||
2024 Term Loan Facility(7) | Unsecured Debt | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Term loan credit agreement, reduction to bridge loan commitments | $ 625 | ||||
Amortizing Note | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 6.09% | ||||
Credit facilities | $ 24 | 36 | |||
Bank overdrafts and other | |||||
Debt Instrument [Line Items] | |||||
Bank overdrafts and other | 11 | 2 | |||
Senior Unsecured Term Loan Facilities | Unsecured Debt | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Term loan credit agreement, reduction to bridge loan commitments | 1,250 | ||||
Senior Unsecured Notes | Unsecured Debt | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Term loan credit agreement, reduction to bridge loan commitments | $ 6,250 | $ 6,250 | |||
2022 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Credit facilities | $ 200 | ||||
Maximum ratio of net debt to EBITDA with step-downs over time | 4.75 | ||||
2022 Term Loan | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 200 | ||||
Effective Interest Rate | 1.73% | ||||
Credit facilities | $ 200 | 199 | |||
2022 Term Loan | Loans payable | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.225% | ||||
2022 Term Loan | Loans payable | Minimum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.225% | ||||
2022 Term Loan | Loans payable | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 2.475% | ||||
2022 Term Loan | Loans payable | Maximum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.475% | ||||
Senior Notes, Due Two Thousand Twenty Two | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.69% | ||||
Credit facilities | $ 300 | 0 | |||
Senior Notes, Due Two Thousand Twenty Two | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.697% | ||||
Credit facilities | $ 300 | ||||
Senior Notes, Due Two Thousand Twenty Five | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.22% | ||||
Credit facilities | $ 1,001 | 0 | |||
Senior Notes, Due Two Thousand Twenty Five | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.23% | ||||
Credit facilities | $ 1,000 | ||||
Senior Notes, Due Two Thousand Twenty Seven | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.56% | ||||
Credit facilities | $ 1,220 | 0 | |||
Senior Notes, Due Two Thousand Twenty Seven | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.832% | ||||
Credit facilities | $ 1,200 | ||||
Senior Notes, Due Two Thousand Thirty | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 2.21% | ||||
Credit facilities | $ 1,511 | 0 | |||
Senior Notes, Due Two Thousand Thirty | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 2.30% | ||||
Credit facilities | $ 1,500 | ||||
Senior Notes, Due Two Thousand Forty | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.04% | ||||
Credit facilities | $ 775 | 0 | |||
Senior Notes, Due Two Thousand Forty | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.268% | ||||
Credit facilities | $ 750 | ||||
Senior Notes, Due Two Thousand Fifty | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.21% | ||||
Credit facilities | $ 1,574 | 0 | |||
Senior Notes, Due Two Thousand Fifty | Loans payable | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.468% | ||||
Credit facilities | $ 1,500 | ||||
2026 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Maximum ratio of net debt to EBITDA with step-downs over time | 4.75 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Third Full Fiscal Quarter | 4.50 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Sixth Full Fiscal Quarter | 3.75 | ||||
Debt Instrument, Covenant Compliance, Ratio Of Net Debt To EBITDA With Step-Downs Over Time, Ninth Full Fiscal Quarter | 3.50 | ||||
2026 Term Loan | Loans payable | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.83% | ||||
Credit facilities | $ 625 | $ 0 | |||
2026 Term Loan | Loans payable | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.125% | ||||
2026 Term Loan | Loans payable | Minimum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 0.125% | ||||
2026 Term Loan | Loans payable | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 2.375% | ||||
2026 Term Loan | Loans payable | Maximum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 1.375% | ||||
2026 Term Loan | Unsecured Debt | Nutrition & Biosciences, Inc | |||||
Debt Instrument [Line Items] | |||||
Term loan credit agreement, reduction to bridge loan commitments | $ 625 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 40 years | ||
Option to extend lease term | 5 years | ||
Operating lease liability | $ 697 | $ 265 | |
Operating lease right-of-use assets | $ 803 | $ 299 | |
Nutrition & Biosciences, Inc | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease liability | $ 530 | ||
Operating lease right-of-use assets | $ 530 |
Leases - Lease expenses (Detail
Leases - Lease expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 32 | $ 12 |
Finance Lease, Cost | $ 1 | $ 1 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 27 | $ 12 |
Financing cash flows for finance leases | 1 | 1 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 11 | 11 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 1 | $ 2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line Items] | ||
Domestic earnings repatriated | $ 57,000,000 | |
Undistributed foreign earnings | $ 0 | |
Spanish tax settlement | ||
Income Taxes [Line Items] | ||
Effective tax rate | 25.90% | 17.00% |
Foreign Tax Authority | ||
Income Taxes [Line Items] | ||
Provision for uncertain tax positions | $ 164,000,000 | |
Foreign Tax Authority | Nutrition & Biosciences, Inc | ||
Income Taxes [Line Items] | ||
Provision for uncertain tax positions | 54,000,000 | |
Other Liabilities | ||
Income Taxes [Line Items] | ||
Unrecognized tax benefits that would impact effective tax rate | 131,000,000 | |
Accrued interest and penalties | 32,000,000 | |
Other Liabilities | Nutrition & Biosciences, Inc | ||
Income Taxes [Line Items] | ||
Unrecognized tax benefits that would impact effective tax rate | 37,000,000 | |
Accrued interest and penalties | 17,000,000 | |
Other Current Liabilities | ||
Income Taxes [Line Items] | ||
Unrecognized tax benefits that would impact effective tax rate | 1,000,000 | |
Other Current Liabilities | Maximum | ||
Income Taxes [Line Items] | ||
Accrued interest and penalties | $ 1,000,000 |
Stock Compensation Plans - Stoc
Stock Compensation Plans - Stock-Based Compensation Expense and Related Tax Benefits (Detail) - USD ($) $ in Millions | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 14 | $ 8 | |
Less: Tax benefit | (3) | (1) | |
Total stock-based compensation expense, after tax | 11 | 7 | |
Nutrition & Biosciences, Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 9 | ||
Shares issued as part of merger consideration (shares) | 141,740,461 | ||
Equity issued in business combination, fair value | $ 25 | ||
Post-combination service period | 3 years | ||
Nutrition & Biosciences, Inc | Share-based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued as part of merger consideration (shares) | 335,347 | ||
Nutrition & Biosciences, Inc | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued as part of merger consideration (shares) | 258,572 | ||
Nutrition & Biosciences, Inc | Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued as part of merger consideration (shares) | 5,816 | ||
Equity-based awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 11 | 9 | |
Liability-based awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 3 | $ (1) |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021categorysegment | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of segments | segment | 4 |
Number of categories | category | 2 |
Net sales attributed to all foreign countries | Sales | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Maximum percentage of total consolidated net sales attributed to any non-U.S. country | 6.00% |
Segment Information - Reportabl
Segment Information - Reportable Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net sales: | ||
Net sales | $ 2,465 | $ 1,347 |
Segment Adjusted Operating EBITDA | ||
Operating profit | 4 | 196 |
Other Depreciation and Amortization | 242 | 81 |
Restructuring and other charges, net | (4) | (5) |
Losses on sale of assets | 0 | (1) |
Severance Costs | (3) | 0 |
Interest expense | (65) | (32) |
Other income, net | 7 | (11) |
Income before taxes | (54) | 153 |
Segment Adjusted Operating EBITDA | 569 | 303 |
Shareholder Activism Related Costs | (7) | 0 |
Corporate and Other | ||
Segment Adjusted Operating EBITDA | ||
Restructuring and other charges, net | (4) | (5) |
Losses on sale of assets | 0 | (1) |
Compliance Review and Legal Defense Costs | 0 | (1) |
Operating Segments | Nourish | ||
Net sales: | ||
Net sales | 1,308 | 772 |
Segment Adjusted Operating EBITDA | ||
Segment Adjusted Operating EBITDA | 270 | 176 |
Operating Segments | Scent | ||
Net sales: | ||
Net sales | 569 | 541 |
Segment Adjusted Operating EBITDA | ||
Segment Adjusted Operating EBITDA | 128 | 118 |
Operating Segments | Health & Biosciences | ||
Net sales: | ||
Net sales | 426 | 34 |
Segment Adjusted Operating EBITDA | ||
Segment Adjusted Operating EBITDA | 128 | 9 |
Operating Segments | Pharma Solutions | ||
Net sales: | ||
Net sales | 162 | 0 |
Segment Adjusted Operating EBITDA | ||
Segment Adjusted Operating EBITDA | 43 | 0 |
Nutrition & Biosciences, Inc | ||
Segment Adjusted Operating EBITDA | ||
Transaction related costs | (89) | |
Nutrition & Biosciences, Inc | Corporate and Other | ||
Segment Adjusted Operating EBITDA | ||
Integration-related costs | (37) | (10) |
N&B Inventory Step-Up Costs | (182) | 0 |
Transaction related costs | (89) | (5) |
Frutarom | Corporate and Other | ||
Segment Adjusted Operating EBITDA | ||
Integration-related costs | $ (1) | $ (4) |
Segment Information Segment Inf
Segment Information Segment Information - Net Sales by Destination of Product Delivery (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 2,465 | $ 1,347 |
Europe, Africa and Middle East | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 873 | 543 |
Greater Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 587 | 310 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 722 | 303 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 283 | 191 |
Geographic Concentration Risk | Net sales related to the U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 654 | 271 |
Geographic Concentration Risk | Net sales attributed to all foreign countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 1,811 | $ 1,076 |
Employee Benefits - Pension and
Employee Benefits - Pension and Other Defined Contribution Retirement Plan Expenses (Detail) - Pension Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost on projected benefit obligation | $ 3 | $ 4 |
Expected return on plan assets | (5) | (7) |
Net amortization and deferrals | 2 | 2 |
Net periodic benefit (income) cost | 0 | (1) |
Non-U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost for benefits earned | 10 | 6 |
Interest cost on projected benefit obligation | 2 | 3 |
Expected return on plan assets | (12) | (12) |
Net amortization and deferrals | 5 | 4 |
Net periodic benefit (income) cost | $ 5 | $ 1 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Assets for Plan Benefits, Defined Benefit Plan | $ 110,000,000 | $ 101,000,000 |
Defined Contribution and Other Retirement Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contribution to the plans | 1,000,000 | |
Expected contribution to the plan | 4,000,000 | |
U.S. Plans | Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contribution to the plan | 4,000,000 | |
Non-U.S. Plans | Qualified Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit payments | 0 | |
Non-U.S. Plans | Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contribution to the plan | 25,000,000 | |
Contribution to the plans | 8,000,000 | |
Non-U.S. Plans | Nonqualified Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit payments | $ 1,000,000 |
Employee Benefits - Postretirem
Employee Benefits - Postretirement Benefits Other Than Pension Expenses (Detail) - Defined Contribution and Other Retirement Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Net amortization and deferrals | $ (1) | $ (1) |
Net periodic benefit (income) cost | $ (1) | $ (1) |
Financial Instruments - Carryin
Financial Instruments - Carrying Amount and Estimated Fair Values of Financial Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 872 | $ 650 |
Credit facilities and bank overdrafts | 11 | 2 |
Derivative Asset | 3 | 1 |
Derivative Liability | 18 | 29 |
Reported Value Measurement | 2023 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 299 | 299 |
Reported Value Measurement | 2021 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Current | 353 | 368 |
Reported Value Measurement | 2024 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 587 | 614 |
Reported Value Measurement | 2026 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 936 | 978 |
Reported Value Measurement | 2028 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 397 | 397 |
Reported Value Measurement | 2048 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 786 | 786 |
Reported Value Measurement | 2047 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 494 | 494 |
Reported Value Measurement | Term loan credit agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 240 | 240 |
Reported Value Measurement | 2024 Term Loan Facility(7) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 625 | 0 |
Reported Value Measurement | Amortizing Note | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 24 | 36 |
Reported Value Measurement | Senior Notes, Due Two Thousand Twenty Two | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 300 | 0 |
Reported Value Measurement | Senior Notes, Due Two Thousand Twenty Five | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,001 | 0 |
Reported Value Measurement | Senior Notes, Due Two Thousand Twenty Seven | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,220 | 0 |
Reported Value Measurement | Senior Notes, Due Two Thousand Thirty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,511 | 0 |
Reported Value Measurement | Senior Notes, Due Two Thousand Forty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 775 | 0 |
Reported Value Measurement | Senior Notes, Due Two Thousand Fifty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,574 | 0 |
Reported Value Measurement | 2022 Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 200 | 199 |
Reported Value Measurement | 2026 Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 625 | 0 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 872 | 650 |
Credit facilities and bank overdrafts | 11 | 2 |
Derivative Asset | 3 | 1 |
Derivative Liability | 18 | 29 |
Estimate of Fair Value Measurement [Member] | 2023 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 314 | 316 |
Estimate of Fair Value Measurement [Member] | 2021 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Current | 353 | 370 |
Estimate of Fair Value Measurement [Member] | 2024 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 615 | 648 |
Estimate of Fair Value Measurement [Member] | 2026 Euro Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,008 | 1,061 |
Estimate of Fair Value Measurement [Member] | 2028 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 453 | 472 |
Estimate of Fair Value Measurement [Member] | 2048 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 984 | 1,059 |
Estimate of Fair Value Measurement [Member] | 2047 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 561 | 608 |
Estimate of Fair Value Measurement [Member] | Term loan credit agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 240 | 240 |
Estimate of Fair Value Measurement [Member] | 2024 Term Loan Facility(7) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 625 | 0 |
Estimate of Fair Value Measurement [Member] | Amortizing Note | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 25 | 37 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Twenty Two | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 300 | 0 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Twenty Five | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 982 | 0 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Twenty Seven | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,172 | 0 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Thirty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,454 | 0 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Forty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 736 | 0 |
Estimate of Fair Value Measurement [Member] | Senior Notes, Due Two Thousand Fifty | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 1,470 | 0 |
Estimate of Fair Value Measurement [Member] | 2022 Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | 200 | 200 |
Estimate of Fair Value Measurement [Member] | 2026 Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes, Noncurrent | $ 625 | $ 0 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Derivative losses included in AOCI | $ 3 | ||
Currency Swap | |||
Derivative [Line Items] | |||
Derivative instruments outstanding | $ 300 | $ 300 | |
Proceeds from current swap | $ (15) | ||
Interest receivable | $ 2 |
Financial Instruments - Derivat
Financial Instruments - Derivative Instruments Notional Amount Outstanding (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Forward Contracts | ||
Schedule Of Information By Major Category Of Credit Derivatives Contracts [Line Items] | ||
Derivative instruments outstanding | $ 121 | $ 221 |
Currency Swap | ||
Schedule Of Information By Major Category Of Credit Derivatives Contracts [Line Items] | ||
Derivative instruments outstanding | 300 | 300 |
Commodity Contract | ||
Schedule Of Information By Major Category Of Credit Derivatives Contracts [Line Items] | ||
Derivative instruments outstanding | $ 5 | $ 0 |
Financial Instruments - Deriv_2
Financial Instruments - Derivative Instruments Measured at Fair Value (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | $ 18 | $ 29 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Assets | 3 | 1 |
Total Fair Value, Derivative Liabilities | 7 | 6 |
Currency Swap | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 11 | |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 23 | |
Fair Value of Derivatives Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 11 | 29 |
Fair Value of Derivatives Designated as Hedging Instruments [Member] | Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Assets | 2 | 0 |
Total Fair Value, Derivative Liabilities | 0 | 6 |
Fair Value of Derivatives Designated as Hedging Instruments [Member] | Currency Swap | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 11 | |
Fair Value of Derivatives Designated as Hedging Instruments [Member] | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 11 | 23 |
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | 7 | 0 |
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Assets | 1 | 1 |
Total Fair Value, Derivative Liabilities | 7 | $ 0 |
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | Currency Swap | ||
Derivatives, Fair Value [Line Items] | ||
Total Fair Value, Derivative Liabilities | $ 0 |
Financial Instruments - Deriv_3
Financial Instruments - Derivative Instruments Which Were Not Designated as Hedging Instruments (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Foreign currency contracts | Other Nonoperating Income (Expense) [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (3) | $ (8) |
Financial Instruments - Deriv_4
Financial Instruments - Derivative Instruments Designated as Cash Flow and Net Investment Hedging Instruments (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | $ 78 | $ 53 |
Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | (2) | 2 |
Foreign currency contracts | Derivatives in Cash Flow Hedging Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | 4 | 1 |
Cross Currency Swaps | Derivatives in Net Investment Hedging Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | 9 | 21 |
Forward Contracts | Cost of goods sold | Derivatives in Cash Flow Hedging Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | (2) | 2 |
2024 Euro Notes | Derivatives in Net Investment Hedging Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | 20 | 10 |
Senior Notes Maturing 2021 through 2026 | Derivatives in Net Investment Hedging Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | $ 45 | $ 21 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | $ 6,310 | |
Net current period other comprehensive income (loss) | (404) | $ (447) |
Stockholders' Equity Attributable to Parent | 21,642 | |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (285) | (373) |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | (417) | (452) |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | 0 |
Net current period other comprehensive income (loss) | (417) | (452) |
Stockholders' Equity Attributable to Parent | (702) | (825) |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (7) | 2 |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 2 | 3 |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (2) | 2 |
Net current period other comprehensive income (loss) | 4 | 1 |
Stockholders' Equity Attributable to Parent | (3) | 3 |
Accumulated Defined Benefit Plans Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (406) | (346) |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 2 | 0 |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (7) | (4) |
Net current period other comprehensive income (loss) | 9 | 4 |
Stockholders' Equity Attributable to Parent | (397) | (342) |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Stockholders' Equity Attributable to Parent | (698) | (717) |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | (413) | (449) |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (9) | (2) |
Net current period other comprehensive income (loss) | (404) | (447) |
Stockholders' Equity Attributable to Parent | $ (1,102) | $ (1,164) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassifications of Accumulated Other Comprehensive Income to Consolidated Statement of Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Foreign currency contracts | $ 1,711 | $ 781 |
Interest Expense | (65) | (32) |
Tax | (14) | 26 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Tax | (1) | 0 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Foreign currency contracts | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Foreign currency contracts | (3) | 2 |
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member] | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 2 | (5) |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member] | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | (8) | 0 |
Accumulated Defined Benefit Plans Adjustment | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Tax | (1) | 1 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Total | (2) | 2 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | ||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | ||
Total | $ (7) | $ (4) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 11, 2020USD ($) | Oct. 29, 2019USD ($) | Mar. 31, 2021USD ($)Facility | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 01, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 16, 2020USD ($) | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |||||||||||
Bank guarantees related to appeals on income tax and indirect tax cases | $ 13,000,000 | ||||||||||
Available lines of credit | 6,295,000,000 | ||||||||||
Property, Plant and Equipment, Net | 4,587,000,000 | $ 1,458,000,000 | |||||||||
Bank guarantees and pledged assets to pursue defenses related to other contingencies | 20,000,000 | ||||||||||
Line of Credit Facility, Current Borrowing Amount/Total Amount Drawn Down | 109,000,000 | ||||||||||
Bank Guarantees, Amount Outstanding | 111,000,000 | ||||||||||
Commercial Guarantees, Amount Outstanding | 33,000,000 | ||||||||||
Pledged assets | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
The amount of pledged assets, principally PP&E to cover income tax and indirect tax assessments | 7,000,000 | ||||||||||
Bank Guarantees, Commercial Guarantees, Standby Letters Of Credit and Surety Bonds | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Bank Guarantees, Commercial Guarantees, Letters Of Credit and Surety Bonds Outstanding | 1,985,000,000 | ||||||||||
Zhejiang Ingredients Plant | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Gain Contingency, Expected Relocation Payments | $ 13,000,000 | $ 50,000,000 | |||||||||
Gain Contingency, Relocation Payments Received | $ 30,000,000 | ||||||||||
Minimum | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Estimation of possible loss | 0 | ||||||||||
Maximum | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Estimation of possible loss | 28,000,000 | ||||||||||
Amended credit facility | Citibank, N.A. | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 1,098,000,000 | ||||||||||
CHINA | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 289,000,000 | ||||||||||
Number of facilities | Facility | 10 | ||||||||||
CHINA | Guangzhou Flavors Plant | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 60,000,000 | ||||||||||
CHINA | Guangzhou Fragrance Plant | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 9,000,000 | ||||||||||
Nutrition & Biosciences, Inc | Senior Unsecured Term Loan Facilities | Unsecured Debt | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Debt face amount | $ 1,250,000,000 | ||||||||||
Nutrition & Biosciences, Inc | Senior Unsecured Notes | Unsecured Debt | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Debt face amount | $ 6,250,000,000 | $ 6,250,000,000 | |||||||||
BRAZIL | Foreign Tax Authority | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Proceeds from Income Tax Refunds | $ 4,000,000 | $ 8,000,000 | |||||||||
BRAZIL | Foreign Tax Authority | BRAZIL | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Proceeds from Income Tax Refunds | $ 3,000,000 | ||||||||||
Chief Executive Officer | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 20,000,000 | $ 20,000,000 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning | $ 12 | ||
Share of profit or loss attributable to redeemable noncontrolling interests | 2 | $ 3 | |
Balance at end | 39 | $ 12 | |
Payments to Acquire Additional Interest in Subsidiaries | 14 | ||
Redeemable Noncontrolling Interest | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning | 98 | 99 | 99 |
Impact of foreign exchange translation | 2 | 19 | |
Share of profit or loss attributable to redeemable noncontrolling interests | 1 | 2 | |
Redemption value adjustment for the current period | 1 | (6) | |
Measurement period adjustments | (1) | ||
Exercises of redeemable noncontrolling interests | 10 | ||
Balance at end | $ 102 | $ 103 | $ 98 |