NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
International Flavors & Fragrances Inc. and its subsidiaries (the “Registrant,” “IFF,” “the Company,” “we,” “us” and “our”) is a leading creator and manufacturer of food, beverage, health & biosciences, scent and pharma solutions and complementary adjacent products, including cosmetic active and natural health ingredients, which are used in a wide variety of consumer products. Our products are sold principally to manufacturers of perfumes and cosmetics, hair and other personal care products, soaps and detergents, cleaning products, dairy, meat and other processed foods, beverages, snacks and savory foods, sweet and baked goods, sweeteners, dietary supplements, food protection, infant and elderly nutrition, functional food, and pharmaceutical excipients and oral care products.
Basis of Presentation
The accompanying interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes included in our 2021 Annual Report on Form 10-K (“2021 Form 10-K”).
The interim Consolidated Financial Statements are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted, if not materially different from the 2021 Form 10-K. The year-end balance sheet data included in this Form 10-Q was derived from the audited financial statements. In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim Consolidated Financial Statements, have been made.
On February 1, 2021 (the “Closing Date”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), the Company completed the combination (the “Merger”) of IFF and DuPont de Nemours, 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 and six months ended June 30, 2022 reflect the results of N&B for the full three and six months in the period ended June 30, 2022, respectively, whereas the three and six months ended June 30, 2021 reflect three and five months of results of N&B in the period ended June 30, 2021, respectively.
Reporting Periods
The Company uses a calendar year of the twelve-month period from January 1 to December 31.
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”) and the impairment of assets arising from the recent events in Russia and Ukraine 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
Cash, cash equivalents and restricted cash reported in the Company's balance sheet as of June 30, 2022, December 31, 2021, June 30, 2021 and December 31, 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | June 30, 2022 | | December 31, 2021 | | June 30, 2021 | | December 31, 2020 |
Current assets | | | | | | | |
Cash and cash equivalents | $ | 569 | | | $ | 711 | | | $ | 935 | | | $ | 650 | |
Restricted cash | 4 | | | 4 | | | 7 | | | 7 | |
Noncurrent assets | | | | | | | |
Restricted cash included in Other assets | — | | | 1 | | | 1 | | | 3 | |
Cash, cash equivalents and restricted cash | $ | 573 | | | $ | 716 | | | $ | 943 | | | $ | 660 | |
Accounts Receivable
The Company has various factoring agreements in the U.S. and The Netherlands under which it can factor up to approximately $250 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 Sheets when the cash proceeds are received by the Company.
The impact on cash flows from operating activities from participating in these programs was a decrease of approximately $59 million for the six months ended June 30, 2022 and an increase of approximately $46 million for the six months ended June 30, 2021. The cost of participating in these programs was approximately $2 million for the three months ended June 30, 2022 and 2021 and $3 million for the six months ended June 30, 2022 and 2021.
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 and Liabilities
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.
As of June 30, 2022 and December 31, 2021, the Company's gross accounts receivable was $2.244 billion and $1.952 billion, respectively. The Company's contract assets and contract liabilities as of June 30, 2022 and December 31, 2021 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 June 30, 2022, the Company reported $2.180 billion of trade receivables, net of allowances of $64 million. Based on the aging analysis as of June 30, 2022, approximately 91% of the Company's accounts receivable were current based on the payment terms of the invoice. Receivables that were past due by over 365 days account for approximately 1% of the Company's accounts receivable.
The following is a rollforward of the Company's allowances for bad debts for the six months ended June 30, 2022:
| | | | | |
(DOLLARS IN MILLIONS) | Allowances for Bad Debts |
Balance at December 31, 2021 | $ | 46 | |
Bad debt expense(1) | 20 | |
Write-offs | (1) | |
| |
Foreign exchange | (1) | |
Balance at June 30, 2022 | $ | 64 | |
_______________________
(1)The bad debt expense included approximately $11 million related to expected credit losses on receivables from customers located in Russia and Ukraine (for export and domestic sales) due to recent events in those countries. The Company will continue to evaluate its credit exposure related to Russia and Ukraine.
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, 10 to 27 years; patents, 11 to 15 years; trade names, 4 to 28 years; and technological know-how, 5 to 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 Events in Russia and Ukraine
The Company maintains operations in both Russia and Ukraine and, additionally, exports products to customers in Russia and Ukraine from operations outside the region. In response to the events in Ukraine, the Company has limited the production and supply of ingredients in and to Russia to only those that meet the essential needs of people, including food, hygiene and medicine.
Impairment of Long-Lived Assets
During the second quarter of 2022, the sales and margins declined for certain entities within Russia due to supply chain issues, reduced product demand and exchange rate volatility. Further, it was determined that such declines in operating performance were not expected to reverse in the near future. Additionally, future expected growth is expected to be limited given operating conditions in Russia, which inhibit the required future investment.
In connection with uncertainties related to the Company’s operations in Russia and Ukraine, the Company updated its analysis of the undiscounted cash flows of the applicable asset groups to determine if the cash flows exceeded the carrying values of the applicable asset groups. With respect to an asset group in the Nourish segment, that manufactures and sells in Russia and related markets, it was determined that the undiscounted cash flows were insufficient to cover the carrying value and that an impairment charge was required to write-down the long-lived assets to their fair values. The fair value of such asset group was determined based on a discounted cash flow approach which involved estimating the future cash flows for the business discount to their present values. The discount rate used in the determination of such fair value was based on consideration of the risks inherent in the cash flows and market as of the valuation date.
As a result of this assessment, the Company recognized an impairment charge of $120 million in the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income during the three and six months ended June 30, 2022, which was allocated pro rata to intangible assets and property, plant and equipment within the asset group in the amounts of approximately $92 million and $28 million, respectively.
Allowances for Bad Debts
As indicated above, during the six months ended June 30, 2022, the Company also recorded a charge of approximately $11 million related to expected credit losses on receivables from customers located in Russia and Ukraine (for export and domestic sales) due to recent events in those countries. The Company will continue to evaluate its credit exposure related to Russia and Ukraine.
Recent Accounting Pronouncements
In November 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This guidance is effective for all entities for annual periods beginning after December 15, 2021 and early adoption is permitted. 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 October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU is intended to provide specific guidance on how to recognize and measure acquired contract assets and liabilities from revenue contracts in a business combination. An acquirer needs to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted, including adoption in an interim period. The Company early adopted ASU 2021-08 during the second quarter of 2022. The adoption of the guidance did not have a material impact on the Consolidated Financial Statements.
In January 2021, the FASB issued 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. This guidance was adopted and did not have a material impact on the Company's Consolidated Financial Statements.
NOTE 2. NET INCOME (LOSS) PER SHARE
A reconciliation of the shares used in the computation of basic and diluted net income (loss) per share is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) | 2022 | | 2021 | | 2022 | | 2021 |
Net Income (Loss) | | | | | | | |
Net income (loss) attributable to IFF shareholders | $ | 107 | | | $ | 28 | | | $ | 351 | | | $ | (14) | |
Adjustment related to (increase) decrease in redemption value of redeemable noncontrolling interests in excess of earnings allocated | 2 | | | 1 | | | 2 | | | — | |
Net income (loss) available to IFF shareholders | $ | 109 | | | $ | 29 | | | $ | 353 | | | $ | (14) | |
Shares | | | | | | | |
Weighted average common shares outstanding (basic)(1) | 255 | | | 254 | | | 255 | | | 230 | |
Adjustment for assumed dilution(2): | | | | | | | |
| | | | | | | |
SPC portion of TEUs | — | | | 1 | | | — | | | — | |
Weighted average shares assuming dilution (diluted) | 255 | | | 255 | | | 255 | | | 230 | |
| | | | | | | |
Net Income (Loss) per Share | | | | | | | |
Net income (loss) per share - basic | $ | 0.43 | | | $ | 0.11 | | | $ | 1.38 | | | $ | (0.06) | |
Net income (loss) per share - diluted | 0.43 | | | 0.11 | | | 1.38 | | | (0.06) | |
_______________________(1)On September 15, 2021, additional shares of IFF's common stock were issued in settlement of the stock purchase contract (“SPC”) portion of the tangible equity units (“TEUs”). For the three and six months ended June 30, 2021, the TEUs were assumed to be outstanding at the minimum settlement amount for basic earnings per share (“EPS”). See below for additional information.
(2)Effect of dilutive securities includes dilution under stock plans and incremental impact of TEUs. See below for additional information.
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 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 $0.79 and $0.77 per share for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, the Company declared quarterly dividends to its shareholders totaling $1.58 and $1.54, respectively.
There were no stock options or stock-settled appreciation rights (“SSARs”) excluded from the computation of diluted net income per share for the three and six months ended June 30, 2022 and three months ended June 30, 2021.
There were approximately one million potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the six months ended June 30, 2021 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.
The Company issued 16,500,000 TEUs, consisting of a prepaid SPC and a senior amortizing note, for net proceeds of $800 million on September 17, 2018. On September 14, 2021, the Company notified holders of the TEUs that the final settlement rate in respect of each SPC was 0.330911 shares of IFF's common stock. On September 15, 2021, 5,460,031 shares of IFF's common stock were issued in settlement of the SPCs. The SPC conversion factor is based on the 20 day volume-weighted average price (“VWAP”) per share of the Company’s common stock. For purposes of calculating basic net income (loss) per share, the minimum settlement rate of 0.313400 shares per SPC on June 30, 2021 was used. For purposes of calculating diluted earnings per share, the SPCs were assumed to be settled at a conversion factor not to exceed 0.341100 shares per SPC on June 30, 2021.
The Company has issued shares of purchased restricted common stock units (“PRSUs”) which contain rights to nonforfeitable dividends while these shares are outstanding and thus are considered participating securities. Such securities are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method.
The Company did not present the two-class method since there was no difference between basic net income (loss) per share for both unrestricted common shareholders and PRSU shareholders for the three and six months ended June 30, 2022 and 2021. The difference between diluted net income per share for both unrestricted common shareholders and PRSU shareholders for the three and six months ended June 30, 2022 and three months ended June 30, 2021 was less than $0.01 per share and there was no difference between diluted net income (loss) per share for both unrestricted common shareholders and PRSU shareholders for the six months ended June 30, 2021. In addition, the number of PRSUs outstanding as of June 30, 2022 and 2021 was not material. Net income allocated to such PRSUs was not material for the three and six months ended June 30, 2022 and three months ended June 30, 2021. Net loss allocated to such PRSUs was not material for the six months ended June 30, 2021.
NOTE 3. ACQUISITIONS
Acquisition of Health Wright Products
On April 1, 2022 (“Acquisition Date”), the Company completed its acquisition of Health Wright Products, Inc. (“Health Wright”). IFF acquired 100% of the equity of Health Wright pursuant to a purchase agreement entered into on February 16, 2022. Health Wright is known in the consumer Health and Nutrition industries for providing high quality nutritional supplements. The acquisition was made in order to strengthen formulation and finished format capabilities to IFF’s Health & Biosciences probiotics, natural extracts and botanical businesses.
The acquisition was accounted for under the purchase method. The fair value of consideration transferred was approximately $157 million, including cash and estimated contingent consideration of $31 million. The preliminary purchase price allocation has been performed and resulted in intangible assets of approximately $75 million, and approximately $45 million of goodwill (which is deductible for tax purposes). The intangible assets primarily consisted of customer relationships of approximately $74 million that have been fair valued using the Multi-Period Excess Earning Method and which are being amortized over a period of approximately 19 years. The purchase price allocation is preliminary and is expected to be completed within the measurement period.
No pro forma information for 2022 was presented as the acquisition was not material to the Consolidated Financial Statements.
Transaction with N&B
On February 1, 2021, IFF completed the Merger with N&B. The aggregate purchase price consideration paid to acquire N&B was $15.942 billion. Refer to Note 3 of the Company's 2021 Form 10-K for additional information.
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 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 six months ended June 30, 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 six months ended June 30, 2021 were as follows:
| | | | | |
(DOLLARS IN MILLIONS) | Six Months Ended June 30, 2021 |
Unaudited pro forma net sales | $ | 6,061 | |
Unaudited pro forma net income attributable to the Company | 406 | |
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.
NOTE 4. RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges primarily consist of separation costs for employees including severance, outplacement and other employee benefit costs (“Severance”), charges related to the write-down of fixed assets of plants to be closed (“Fixed asset write-down”) and all other related restructuring (“Other”) costs. All restructuring and other charges are separately stated on the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income.
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 now expects to close approximately 30 manufacturing sites with all closures targeted to occur by 2023. Since the inception of the initiative through June 30, 2022, the Company has closed 22 sites and expensed total costs of approximately $38 million. Total costs for the program are expected to be approximately $42 million including cash and non-cash items.
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 $20 million to date.
N&B Merger Restructuring Liability
For the six months ended June 30, 2022, the Company incurred approximately $8 million of charges primarily related to severance. Since the inception of the restructuring activities, there have been approximately 270 headcount reductions and the Company has expensed approximately $38 million.
Changes in Restructuring Liabilities
Changes in restructuring liabilities during the six months ended June 30, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Balance at December 31, 2021 | | Additional Charges (Reversals), Net | | Non-Cash Charges | | Cash Payments | | | | Balance at June 30, 2022 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Frutarom Integration Initiative | | | | | | | | | | | |
Severance | $ | 5 | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 5 | |
Fixed asset write down | — | | | 1 | | | (1) | | | — | | | | | — | |
Other | 3 | | | — | | | — | | | (1) | | | | | 2 | |
2019 Severance Program | | | | | | | | | | | |
Severance | 5 | | | — | | | — | | | — | | | | | 5 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other Restructuring Charges | | | | | | | | | | | |
Severance | 1 | | | — | | | — | | | — | | | | | 1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
N&B Merger Restructuring Liability | | | | | | | | | | | |
Severance | 15 | | | 6 | | | — | | | (8) | | | | | 13 | |
| | | | | | | | | | | |
Other | — | | | 2 | | | — | | | (2) | | | | | — | |
Total restructuring and other charges | $ | 29 | | | $ | 9 | | | $ | (1) | | | $ | (11) | | | | | $ | 26 | |
Restructuring liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
Charges by Segment
The following table summarizes the total amount of costs incurred in connection with these restructuring programs and activities by segment:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
Nourish | $ | 1 | | | $ | 17 | | | $ | 3 | | | $ | 20 | |
Health & Biosciences | 1 | | | 4 | | | 1 | | | 4 | |
Scent | 5 | | | 2 | | | 5 | | | 3 | |
Pharma Solutions | — | | | 1 | | | — | | | 1 | |
| | | | | | | |
Total Restructuring and other charges | $ | 7 | | | $ | 24 | | | $ | 9 | | | $ | 28 | |
NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
Movements in goodwill attributable to each reportable segment for the six months ended June 30, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Nourish | | Health & Biosciences | | Scent | | Pharma Solutions | | | | Total |
Balance at December 31, 2021 | $ | 6,555 | | | $ | 6,749 | | | $ | 1,828 | | | $ | 1,282 | | | | | $ | 16,414 | |
Acquisitions | — | | | 45 | | | — | | | — | | | | | 45 | |
| | | | | | | | | | | |
Transferred to assets held for sale | — | | | 11 | | | — | | | — | | | | | 11 | |
Foreign exchange | (131) | | | (179) | | | (42) | | | (47) | | | | | (399) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance at June 30, 2022 | $ | 6,424 | | | $ | 6,626 | | | $ | 1,786 | | | $ | 1,235 | | | | | $ | 16,071 | |
Other Intangible Assets
Other intangible assets, net consisted of the following amounts:
| | | | | | | | | | | |
| June 30, | | December 31, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Asset Type | | | |
Customer relationships | $ | 8,794 | | | $ | 8,935 | |
Technological know-how | 2,430 | | | 2,494 | |
Trade names & patents | 399 | | | 411 | |
| | | |
Other | 48 | | | 50 | |
Total carrying value | 11,671 | | | 11,890 | |
Accumulated Amortization | | | |
Customer relationships | (1,162) | | | (887) | |
Technological know-how | (505) | | | (388) | |
Trade names & patents | (90) | | | (68) | |
| | | |
Other | (47) | | | (41) | |
Total accumulated amortization | (1,804) | | | (1,384) | |
| | | |
Other intangible assets, net | $ | 9,867 | | | $ | 10,506 | |
Impairment of Intangible Assets
As discussed in Note 1, an impairment charge of approximately $92 million has been recorded in connection with intangible assets of an asset group that operates primarily in Russia.
Amortization
Amortization expense was $184 million and $200 million for the three months ended June 30, 2022 and 2021, respectively, and $370 million and $352 million for the six months ended June 30, 2022 and 2021, respectively.
Amortization expense for the next five years is expected to be as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
(DOLLARS IN MILLIONS) | 2022 | | 2023 | | 2024 | | 2025 | | 2026 |
Estimated future intangible amortization expense | $ | 372 | | | $ | 738 | | | $ | 737 | | | $ | 734 | | | $ | 732 | |
NOTE 6. OTHER CURRENT ASSETS AND LIABILITIES, AND OTHER ASSETS
Prepaid expenses and other current assets consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | June 30, 2022 | | December 31, 2021 |
Value-added tax receivable | $ | 192 | | | $ | 178 | |
Income tax receivable | 104 | | | 131 | |
Prepaid expenses | 344 | | | 288 | |
| | | |
Other | 138 | | | 131 | |
Total | $ | 778 | | | $ | 728 | |
Other assets consisted of the following amounts:
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(DOLLARS IN MILLIONS) | June 30, 2022 | | December 31, 2021 |
| | | |
Finance lease right-of-use assets | $ | 41 | | | $ | 21 | |
Deferred income taxes | 130 | | | 82 | |
Overfunded pension plans | 138 | | | 136 | |
Cash surrender value of life insurance contracts | 45 | | | 52 | |
Equity method investments | 84 | | | 86 | |
| | | |
Other(1) | 288 | | | 239 | |
Total | $ | 726 | | | $ | 616 | |
_______________________(1)Includes land usage rights in China, long-term deposits and receivables on certain derivative instruments.
Other current liabilities consisted of the following amounts:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | June 30, 2022 | | December 31, 2021 |
Rebates and incentives payable | $ | 96 | | | $ | 113 | |
Value-added tax payable | 44 | | | 50 | |
Interest payable | 47 | | | 48 | |
Current pension and other postretirement benefit obligation | 7 | | | 11 | |
Accrued insurance (including workers’ compensation) | 9 | | | 10 | |
| | | |
Restructuring and other charges | 26 | | | 29 | |
Current operating lease obligation | 98 | | | 109 | |
Current financing lease obligation | 6 | | | 5 | |
| | | |
Accrued income taxes | 165 | | | 94 | |
| | | |
Other accounts payable and accrued expenses payable | 254 | | | 270 | |
Other | 114 | | | 93 | |
Total | $ | 866 | | | $ | 832 | |
NOTE 7. DEBT
Debt consisted of the following:
| | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Effective Interest Rate | | June 30, 2022 | | December 31, 2021 |
| | | | | |
| | | | | |
2022 Notes | 0.69 | % | | $ | 300 | | | $ | 300 | |
2023 Notes(1) | 3.30 | % | | 300 | | | 300 | |
2024 Euro Notes(1) | 1.88 | % | | 526 | | | 565 | |
2025 Notes | 1.22 | % | | 1,000 | | | 1,001 | |
2026 Euro Notes(1) | 1.93 | % | | 837 | | | 900 | |
2027 Notes | 1.56 | % | | 1,217 | | | 1,218 | |
2028 Notes(1) | 4.57 | % | | 398 | | | 397 | |
2030 Notes | 2.21 | % | | 1,510 | | | 1,511 | |
2040 Notes | 3.04 | % | | 774 | | | 775 | |
2047 Notes(1) | 4.44 | % | | 495 | | | 494 | |
2048 Notes(1) | 5.12 | % | | 787 | | | 786 | |
2050 Notes | 3.21 | % | | 1,572 | | | 1,572 | |
| | | | | |
| | | | | |
2024 Term Loan Facility | 2.58 | % | | 625 | | | 625 | |
2026 Term Loan Facility | 2.96 | % | | 625 | | | 625 | |
| | | | | |
Amended Revolving Credit Facility(2) | | | 350 | | | — | |
Commercial paper(3) | | | 792 | | | 324 | |
Bank overdrafts and other | | | 4 | | | 7 | |
| | | | | |
Total debt | | | 12,112 | | | 11,400 | |
Less: Short-term borrowings(4) | | | (1,749) | | | (632) | |
Total Long-term debt | | | $ | 10,363 | | | $ | 10,768 | |
_______________________
(1)Amount is net of unamortized discount and debt issuance costs.
(2)The interest rate on the Amended Revolving Credit Facility is, at the applicable borrower's option, a per annum rate equal to either (x) an eurocurrency rate plus an applicable margin varying from 1.000% to 1.625% or (y) a base rate plus an applicable margin varying from 0.000% to 0.625%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.
(3)The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Additionally, the effective interest rate of commercial paper is not meaningful as issuances do not materially differ from short-term interest rates.
(4)Includes bank borrowings, commercial paper, overdrafts and current portions of long-term debt.
Commercial Paper
In 2022, the Company had gross issuances of $3.646 billion and repayments of $3.178 billion under the Commercial Paper Program. The commercial paper issued had original maturities of less than 124 days. There were no commercial paper issuances or repayments during the 2021 period.
The Commercial Paper Program is backed by the borrowing capacity available under the Revolving Credit Facility. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.
Amended Revolving Credit Facility
In 2022, the Company had borrowings of $350 million, classified as short-term borrowings on the Consolidated Balance Sheets, under the $2.000 billion Amended Revolving Credit Facility. There were no borrowings under the Amended Revolving Credit Facility in the 2021 period.
The amount that we are able to draw down under the Amended Revolving Credit Facility is limited by financial covenants. Refer to Note 9 in the 2021 Form 10-K for additional information. As of June 30, 2022, the Company was in compliance with all covenants under the Amended Revolving Credit Facility.
NOTE 8. LEASES
The Company has leases for corporate offices, manufacturing facilities, research and development facilities, and certain transportation and office equipment. The Company's leases have remaining lease terms of up to 50 years, some of which include options to extend the leases for up to 5 years.
The components of lease expense were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
(DOLLARS IN MILLIONS) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Operating lease cost | $ | 45 | | | $ | 46 | | | $ | 92 | | | $ | 78 | |
Finance lease cost | 2 | | | 1 | | | 4 | | | 2 | |
Supplemental cash flow information related to leases was as follows:
| | | | | | | | | | | |
| Six Months Ended | Six Months Ended |
(DOLLARS IN MILLIONS) | June 30, 2022 | | June 30, 2021 |
Cash paid for amounts included in the measurement of lease liabilities | | | |
Operating cash flows for operating leases | $ | 70 | | | $ | 60 | |
| | | |
Financing cash flows for finance leases | 3 | | | 2 | |
Right-of-use assets obtained in exchange for lease obligations | | | |
Operating leases | 30 | | | 31 | |
Finance leases | 2 | | | 15 | |
As a result of the Company's acquisition of Health Wright, there was an increase of approximately $22 million in both financing lease right-of-use assets and financing lease liabilities as of the Acquisition Date.
Operating lease right-of-use assets are presented in “Operating lease right-of-use assets” and financing lease right-of-use assets are presented in “Other assets” on the Consolidated Balance Sheets. Operating lease liabilities are presented in “Operating lease liabilities” and financing lease liabilities are presented in “Other liabilities” on the Consolidated Balance Sheets. Any other current liabilities related to operating and financing lease liabilities are presented in “Other current liabilities” on the Consolidated Balance Sheets.
NOTE 9. INCOME TAXES
Uncertain Tax Positions
As of June 30, 2022, the Company had approximately $123 million of unrecognized tax benefits recorded in Other liabilities and no amounts recorded to Other current liabilities. If these unrecognized tax benefits were recognized, the effective tax rate would be affected.
As of June 30, 2022, the Company had accrued interest and penalties of approximately $38 million classified in Other liabilities and no amounts classified in Other current liabilities.
As of June 30, 2022, the Company’s aggregate provisions for uncertain tax positions, including interest and penalties, was approximately $161 million associated with tax positions asserted in various jurisdictions.
The Company regularly repatriates earnings from non-U.S. subsidiaries. As the Company repatriates these funds to the U.S., 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 June 30, 2022, the Company had a deferred tax liability of approximately $92 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 2012 to 2021. 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 June 30, 2022 was 16.2% compared to 31.8% for the three months ended June 30, 2021. The quarter-over-quarter decrease was primarily due to the release of uncertain tax positions in connection to an audit settlement, a favorable mix of earnings and the impact of a one-time non-cash United Kingdom rate change from the prior year period.
The effective tax rate for the six months ended June 30, 2022 was 14.5% compared to 0% for the six months ended June 30, 2021. The year-over-year increase was primarily due to the release of uncertain tax positions in connection to an audit settlement, changes in the mix of earnings and a one-time benefit to record a receivable associated with the proceedings of a bi-lateral advance pricing agreement, partially offset by the impact of a one-time non-cash United Kingdom rate change from the prior year period.
NOTE 10. 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 June 30, | | Six Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
Equity-based awards | $ | 16 | | | $ | 16 | | | $ | 25 | | | $ | 27 | |
Liability-based awards | 1 | | | 3 | | | 1 | | | 6 | |
Total stock-based compensation expense | 17 | | | 19 | | | 26 | | | 33 | |
Less: Tax benefit | (3) | | | (4) | | | (5) | | | (7) | |
Total stock-based compensation expense, after tax | $ | 14 | | | $ | 15 | | | $ | 21 | | | $ | 26 | |
As of June 30, 2022, there was approximately $92 million of total unrecognized compensation cost related to non-vested awards granted under the equity incentive plans.
NOTE 11. SEGMENT INFORMATION
The Company is 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 segments.
Nourish is comprised of three business units, 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 business units, 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 business unit'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 fragrance 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 a vast portfolio including cellulosics and seaweed-based pharmaceutical 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 pharmaceutical finished dosage formats. Pharma Solutions excipients are used in prescription and over-the-counter pharmaceuticals and dietary supplements. Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture, and consumer products.
Reportable segment information was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
Net sales: | | | | | | | |
Nourish | $ | 1,818 | | | $ | 1,668 | | | $ | 3,549 | | | $ | 2,976 | |
Health & Biosciences | 665 | | | 639 | | | 1,326 | | | 1,065 | |
Scent | 580 | | | 550 | | | 1,165 | | | 1,119 | |
Pharma Solutions | 244 | | | 232 | | | 493 | | | 394 | |
Consolidated | $ | 3,307 | | | $ | 3,089 | | | $ | 6,533 | | | $ | 5,554 | |
Segment Adjusted Operating EBITDA: | | | | | | | |
Nourish | $ | 365 | | | $ | 324 | | | $ | 694 | | | $ | 594 | |
Health & Biosciences | 184 | | | 190 | | | 376 | | | 318 | |
Scent | 93 | | | 117 | | | 209 | | | 245 | |
Pharma Solutions | 58 | | | 48 | | | 123 | | | 91 | |
Total | 700 | | | 679 | | | 1,402 | | | 1,248 | |
Depreciation & Amortization | (301) | | | (322) | | | (604) | | | (564) | |
Interest Expense | (77) | | | (77) | | | (149) | | | (142) | |
Other (Expense) Income, net | (6) | | | 11 | | | 10 | | | 18 | |
Acquisition Related Costs (a) | (1) | | | — | | | (1) | | | — | |
Restructuring and Other Charges | (7) | | | (24) | | | (9) | | | (28) | |
Gains on sales of fixed assets | 2 | | | — | | | 2 | | | — | |
Impairment of Long-Lived Assets (b) | (120) | | | — | | | (120) | | | — | |
Shareholder Activism Related Costs (c) | — | | | — | | | (3) | | | (7) | |
Business Divestiture Costs (d) | (30) | | | (5) | | | (60) | | | (5) | |
Employee Separation Costs (e) | — | | | (3) | | | (4) | | | (6) | |
Frutarom Acquisition Related Costs (f) | — | | | — | | | (1) | | | — | |
N&B Inventory Step-Up Costs | — | | | (195) | | | — | | | (377) | |
N&B Transaction Related Costs (g) | — | | | (2) | | | — | | | (91) | |
Integration Related Costs (h) | (30) | | | (18) | | | (48) | | | (56) | |
| | | | | | | |
| | | | | | | |
Income (Loss) Before Taxes | $ | 130 | | | $ | 44 | | | $ | 415 | | | $ | (10) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
_______________________
| | | | | |
(a) | Represents costs related to the acquisition of Health Wright Products, primarily consulting and legal fees. |
(b) | Represents costs related to the impairment of intangible and fixed assets of an asset group that operates primarily in Russia. |
(c) | Represents shareholder activist related costs, primarily professional fees. |
(d) | Represents costs related to the Company's planned sales of businesses, primarily legal and professional fees. |
(e) | Represents costs related to severance, including accelerated stock compensation expense, for certain employees and executives who have been separated or will separate from the Company. |
(f) | Represents transaction-related costs and expenses related to the acquisition of Frutarom. |
(g) | Represents transaction costs and expenses related to the transaction with N&B, primarily includes legal and professional fees. |
(h) | Represents costs related to integration activities since 2018, primarily for Frutarom and N&B. For 2022, represents costs primarily related to external consulting fees and internal integration costs, including salaries of individuals who are fully dedicated to integration efforts. For 2021, represents costs primarily related to performance stock awards and consulting fees for advisory services. |
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Net sales, which are attributed to individual regions based upon the destination of product delivery, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
Europe, Africa and Middle East | $ | 1,100 | | | $ | 1,084 | | | $ | 2,228 | | | $ | 1,957 | |
Greater Asia | 755 | | | 707 | | | 1,499 | | | 1,294 | |
North America | 1,065 | | | 961 | | | 2,067 | | | 1,683 | |
Latin America | 387 | | | 337 | | | 739 | | | 620 | |
Consolidated | $ | 3,307 | | | $ | 3,089 | | | $ | 6,533 | | | $ | 5,554 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
Net sales related to the U.S. | $ | 978 | | | $ | 876 | | | $ | 1,879 | | | $ | 1,530 | |
Net sales attributed to all foreign countries | 2,329 | | | 2,213 | | | 4,654 | | | 4,024 | |
No non-U.S. country had net sales greater than 6% of total consolidated net sales for the three and six months ended June 30, 2022, and 7% and 6% of total consolidated net sales for the three and six months ended June 30, 2021, respectively.
NOTE 12. EMPLOYEE BENEFITS
Pension and other defined contribution retirement plan expenses included the following components:
| | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | U.S. Plans |
Three Months Ended June 30, | | Six Months Ended June 30, |
2022 | | 2021 | | 2022 | | 2021 |
Service cost for benefits earned(1) | $ | — | | | $ | 1 | | | $ | — | | | $ | 1 | |
Interest cost on projected benefit obligation(2) | 4 | | | 3 | | | 8 | | | 6 | |
Expected return on plan assets(2) | (6) | | | (5) | | | (11) | | | (10) | |
Net amortization and deferrals(2) | 2 | | | 2 | | | 4 | | | 4 | |
Net periodic benefit (income) cost | $ | — | | | $ | 1 | | | $ | 1 | | | $ | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Non-U.S. Plans |
Three Months Ended June 30, | | Six Months Ended June 30, |
2022 | | 2021 | | 2022 | | 2021 |
Service cost for benefits earned(1) | $ | 10 | | | $ | 12 | | | $ | 19 | | | $ | 22 | |
Interest cost on projected benefit obligation(2) | 4 | | | 3 | | | 9 | | | 5 | |
Expected return on plan assets(2) | (11) | | | (13) | | | (22) | | | (25) | |
Net amortization and deferrals(2) | 3 | | | 5 | | | 6 | | | 10 | |
| | | | | | | |
Net periodic benefit (income) cost | $ | 6 | | | $ | 7 | | | $ | 12 | | | $ | 12 | |
_______________________
(1)Included as a component of Operating profit.
(2)Included as a component of Other expense (income), net.
The Company expects to contribute a total of $5 million to its U.S. pension plans and a total of $33 million to its non-U.S. pension plans during 2022. During the six months ended June 30, 2022, no contributions were made to the qualified U.S. pension plans, $15 million of contributions were made to the non-U.S. pension plans, and $2 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 June 30, | | Six Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
Interest cost on projected benefit obligation | $ | 1 | | | $ | 1 | | | $ | 1 | | | $ | 1 | |
Net amortization and deferrals | (1) | | | (1) | | | (2) | | | (2) | |
Total postretirement benefit (income) expense | $ | — | | | $ | — | | | $ | (1) | | | $ | (1) | |
The Company expects to contribute $4 million to its postretirement benefits other than pension plans during 2022. In the six months ended June 30, 2022, $1 million of contributions were made.
NOTE 13. 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 15 of the Company's 2021 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 June 30, 2022.
The carrying values and the estimated fair values of financial instruments at June 30, 2022 and December 31, 2021 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
(DOLLARS IN MILLIONS) | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
LEVEL 1 | | | | | | | |
Cash and cash equivalents(1) | $ | 569 | | | $ | 569 | | | $ | 711 | | | $ | 711 | |
2025 Notes(2) | 1,000 | | | 896 | | | 1,001 | | | 968 | |
2027 Notes(2) | 1,217 | | | 1,023 | | | 1,218 | | | 1,180 | |
2030 Notes(2) | 1,510 | | | 1,215 | | | 1,511 | | | 1,466 | |
2040 Notes(2) | 774 | | | 562 | | | 775 | | | 762 | |
2050 Notes(2) | 1,572 | | | 1,074 | | | 1,572 | | | 1,556 | |
LEVEL 2 | | | | | | | |
Credit facilities and bank overdrafts(3) | 354 | | | 354 | | | 7 | | | 7 | |
Derivatives | | | | | | | |
Derivative assets(4) | 68 | | | 68 | | | — | | | — | |
Derivative liabilities(4) | 7 | | | 7 | | | 7 | | | 7 | |
Commercial paper(3) | 792 | | | 792 | | | 324 | | | 324 | |
Long-term debt:(5) | | | | | | | |
| | | | | | | |
| | | | | | | |
2022 Notes | 300 | | | 298 | | | 300 | | | 300 | |
2023 Notes | 300 | | | 299 | | | 300 | | | 308 | |
2024 Euro Notes | 526 | | | 522 | | | 565 | | | 585 | |
2026 Euro Notes | 837 | | | 788 | | | 900 | | | 960 | |
2028 Notes | 398 | | | 387 | | | 397 | | | 452 | |
2047 Notes | 495 | | | 416 | | | 494 | | | 585 | |
2048 Notes | 787 | | | 733 | | | 786 | | | 1,026 | |
| | | | | | | |
| | | | | | | |
2024 Term Loan Facility(6) | 625 | | | 625 | | | 625 | | | 625 | |
2026 Term Loan Facility(6) | 625 | | | 625 | | | 625 | | | 625 | |
| | | | | | | |
_______________________
(1)The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.
(2)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.
(3)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.
(4)The carrying amount approximates fair value as the instruments are marked-to-market and held at fair value on the Consolidated Balance Sheets.
(5)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.
(6)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 other comprehensive income (“OCI”) as a component of Gains on derivatives qualifying as hedges in the accompanying Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income. Realized gains/(losses) in accumulated other comprehensive income (“AOCI”) related to cash flow hedges of raw material purchases are recognized as a component of Cost of goods sold in the accompanying Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income in the same period as the related costs are recognized.
Hedges Related to Issuances of Debt
As of June 30, 2022, the Company designated approximately $1.363 billion of Euro Notes as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements is recorded in OCI as a component of foreign currency translation adjustments in the accompanying Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income.
Cross Currency Swaps
During the first quarter of 2022, the Company entered into twelve EUR/USD cross currency swaps, with a notional value of $1.400 billion that mature through November 2030. The swaps all qualified as net investment hedges in order to mitigate a portion of the Company's net European investments from foreign currency risk. As of June 30, 2022, the fourteen remaining swaps were in a net asset position with an aggregate fair value of $57 million, which were classified as Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheets based on their respective maturity dates. 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 June 30, 2022 and December 31, 2021:
| | | | | | | | | | | |
(DOLLARS IN MILLIONS) | June 30, 2022 | | December 31, 2021 |
Foreign currency contracts | $ | 55 | | | $ | 46 | |
Commodity contracts | 3 | | | 10 | |
Cross currency swaps | 1,700 | | | 300 | |
The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected on the Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | |
| June 30, 2022 |
(DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | | Fair Value of Derivatives Not Designated as Hedging Instruments | | Total Fair Value |
Derivative assets(1) | | | | | |
Foreign currency contracts | $ | — | | | $ | 5 | | | $ | 5 | |
Cross currency swaps | 63 | | | — | | | 63 | |
| | | | | |
Total derivative assets | $ | 63 | | | $ | 5 | | | $ | 68 | |
Derivative liabilities(2) | | | | | |
Foreign currency contract | $ | — | | | $ | 1 | | | $ | 1 | |
Cross currency swaps | 6 | | | — | | | 6 | |
Total derivative liabilities | $ | 6 | | | $ | 1 | | | $ | 7 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2021 |
(DOLLARS IN MILLIONS) | Fair Value of Derivatives Designated as Hedging Instruments | | Fair Value of Derivatives Not Designated as Hedging Instruments | | Total Fair Value |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Derivative liabilities(2) | | | | | |
Foreign currency contracts | $ | — | | | $ | 2 | | | $ | 2 | |
Cross currency swaps | 5 | | | — | | | 5 | |
Total derivative liabilities | $ | 5 | | | $ | 2 | | | $ | 7 | |
_______________________(1)Derivative assets are recorded to Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheets based on their respective maturity dates.
(2)Derivative liabilities are recorded to Other current liabilities on the Consolidated Balance Sheets.
The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| Amount of Gain (Loss) | | Location of Gain (Loss) Recognized in Income on Derivative |
(DOLLARS IN MILLIONS) | Three Months Ended June 30, | |
2022 | | 2021 | |
Foreign currency contracts(1) | $ | — | | | $ | 8 | | | Other expense (income), net |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Amount of Gain (Loss) | | Location of Gain (Loss) Recognized in Income on Derivative |
(DOLLARS IN MILLIONS) | Six Months Ended June 30, | |
2022 | | 2021 | |
Foreign currency contracts(1) | $ | 2 | | | $ | 5 | | | Other expense (income), 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 Statements of Income (Loss) and Comprehensive (Loss) Income for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in OCI on Derivative | | Location of Gain (Loss) Reclassified from AOCI into Income | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income |
| Three Months Ended June 30, | | | Three Months Ended June 30, |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | | | 2022 | | 2021 |
Derivatives in Cash Flow Hedging Relationships: | | | | | | | | | |
Foreign currency contracts | $ | — | | | $ | 2 | | | Cost of goods sold | | $ | — | | | $ | (2) | |
| | | | | | | | | |
Derivatives in Net Investment Hedging Relationships: | | | | | | | | | |
| | | | | | | | | |
Cross currency swaps | 49 | | | (3) | | | N/A | | — | | | — | |
Non-Derivatives in Net Investment Hedging Relationships: | | | | | | | | | |
2024 Euro Notes | 21 | | | (6) | | | N/A | | — | | | — | |
2021 Euro Notes & 2026 Euro Notes | 34 | | | (13) | | | N/A | | — | | | — | |
Total | $ | 104 | | | $ | (20) | | | | | $ | — | | | $ | (2) | |
| | | | | | | | | |
| Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
| Six Months Ended June 30, | | | Six Months Ended June 30, |
| 2022 | | 2021 | | | 2022 | | 2021 |
Derivatives in Cash Flow Hedging Relationships: | | | | | | | | | |
Foreign currency contracts | $ | — | | | $ | 6 | | | Cost of goods sold | | $ | — | | | $ | (4) | |
| | | | | | | | | |
Derivatives in Net Investment Hedging Relationships: | | | | | | | | | |
| | | | | | | | | |
Cross currency swaps | 48 | | | 6 | | | N/A | | — | | | — | |
Non-Derivatives in Net Investment Hedging Relationships: | | | | | | | | | |
2024 Euro Notes | 30 | | | 14 | | | N/A | | — | | | — | |
2021 Euro Notes & 2026 Euro Notes | 48 | | | 32 | | | N/A | | — | | | — | |
Total | $ | 126 | | | $ | 58 | | | | | $ | — | | | $ | (4) | |
The ineffective portion of the above noted cash flow hedges was not material during the three and six months ended June 30, 2022 and 2021.
At June 30, 2022, based on current market rates, the Company does not expect any derivative losses (net of tax), included in AOCI, to be reclassified into earnings within the next 12 months.
NOTE 14. 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 Currency Translation Adjustments | | Gains (Losses) on Derivatives Qualifying as Hedges | | Pension and Postretirement Liability Adjustment | | Total |
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2021 | $ | (1,133) | | | $ | 1 | | | $ | (291) | | | $ | (1,423) | |
OCI before reclassifications | (788) | | | — | | | (5) | | | (793) | |
Amounts reclassified from AOCI | — | | | — | | | 6 | | | 6 | |
Net current period other comprehensive income (loss) | (788) | | | — | | | 1 | | | (787) | |
Accumulated other comprehensive (loss) income, net of tax, as of June 30, 2022 | $ | (1,921) | | | $ | 1 | | | $ | (290) | | | $ | (2,210) | |
| | | | | | | | | | | | | | | | | | | | | | | |
(DOLLARS IN MILLIONS) | Foreign Currency Translation Adjustments | | Gains (Losses) on Derivatives Qualifying as Hedges | | Pension and Postretirement Liability Adjustment | | Total |
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2020 | $ | (285) | | | $ | (7) | | | $ | (406) | | | $ | (698) | |
OCI before reclassifications | (154) | | | 2 | | | 1 | | | (151) | |
Amounts reclassified from AOCI | — | | | 4 | | | 11 | | | 15 | |
Net current period other comprehensive income (loss) | (154) | | | 6 | | | 12 | | | (136) | |
Accumulated other comprehensive (loss) income, net of tax, as of June 30, 2021 | $ | (439) | | | $ | (1) | | | $ | (394) | | | $ | (834) | |
The following table provides details about reclassifications out of Accumulated other comprehensive loss to the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income:
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Affected Line Item in the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income |
(DOLLARS IN MILLIONS) | 2022 | | 2021 | |
Gains (losses) on derivatives qualifying as hedges | | | | | |
| | | | | |
Foreign currency contracts | $ | — | | | $ | (5) | | | Cost of goods sold |
| | | | | |
Tax | — | | | 1 | | | Provision for income taxes |
Total | $ | — | | | $ | (4) | | | Total, net of income taxes |
Losses on pension and postretirement liability adjustments | | | | | |
| | | | | |
Prior service cost | $ | 3 | | | $ | 3 | | | (1) |
Actuarial losses | (10) | | | (15) | | | (1) |
| | | | | |
Tax | 1 | | | 1 | | | Provision for income taxes |
Total | $ | (6) | | | $ | (11) | | | 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 15 of the Company's 2021 Form 10-K for additional information regarding net periodic benefit cost.
NOTE 15. 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 June 30, 2022, the Company had total bank guarantees, commercial guarantees, standby letters of credit and surety bonds of approximately $415 million with various financial institutions. Included in the above aggregate amount was a total of $14 million for other assessments in Brazil for various income tax and indirect tax disputes related to fiscal years 1998-2011. There was a total of approximately $25 million outstanding under the bank guarantees and standby letters of credit and approximately $103 million outstanding under the commercial guarantees as of June 30, 2022.
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 approximately $8 million as of June 30, 2022.
Lines of Credit
The Company has various lines of credit which are available to support its ongoing business operations. As of June 30, 2022, the Company had available lines of credit of approximately $1.863 billion with various financial institutions, in addition to the $317 million of capacity under the Credit Facility. There were total draw downs of approximately $1.153 billion pursuant to these lines of credit as of June 30, 2022, including approximately $792 million related to the issuance of commercial paper and $350 million related to borrowings under the Amended Revolving Credit Facility. Refer to Note 7 for additional information.
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 March 16, 2020, an amended complaint was filed, 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, which was granted on March 30, 2021. On April 28, 2021, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. Lead plaintiffs are pursuing the appeal only against Frutarom and certain former officers of Frutarom. The parties have submitted their briefs to the Court of Appeals. The Second Circuit held oral argument on February 10, 2022, and the Court has not yet ruled.
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. On June 15, 2021, August 11, 2021, November 9, 2021, January 9, 2022, April 7, 2022 and July 10, 2022, the U.S. lead plaintiffs filed update notices with the Israeli court regarding the appeal in the U.S. proceeding. The other motion (“Oman”) (following an initial amendment) asserted claims under the Israeli Securities Act-1968 against IFF, its former 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 February 17, 2021, the court granted a motion by the Oman plaintiff to remove IFF and its officers from the motion and to add factual allegations from the US amended complaint. The amended Oman motion was filed on July 4, 2021. On August 29, 2021, the former Frutarom officers and certain former Frutarom directors filed a motion to dismiss the case. On September 30, 2021, Frutarom notified the court that it joins the legal arguments made in the motion to dismiss. On February 22, 2022, the court denied the motion to dismiss. On July 14, 2022, the court approved the parties' motion to mediate the dispute, which postpones all case deadlines until after the mediation.
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, and a court decision is pending with regard to the order in which this claim and the class action described below will be heard.
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. On July 27, 2021, counsel to the movant in the class action filed a notice with the court that the mediation process ended without an agreement. On August 26, 2021, a motion to dismiss the class action application was filed by Yehudai and certain former directors of Frutarom. On September 9, 2021, an additional motion to dismiss was filed by other former directors of Frutarom together with ICC Industries, Inc. and its affiliates. On December 9, 2021, the court denied the motions to dismiss. Responses to the class action motion were filed in May 2022.
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. As part of the investigation, the National Fraud Investigation Unit and the Israeli Securities Authority have provided IFF and Frutarom with various orders, mainly requesting that IFF and Frutarom provide certain documents and materials. In addition, a seizure of assets was imposed on Frutarom and certain of its affiliates. IFF has been working to ensure compliance with such orders, all in accordance with, and subject to, Israeli law. On August 25, 2021, the Israeli Police informed Frutarom that they have decided to remove the temporary criminal seizure of assets order from the real estate assets of Frutarom and its related companies, which was done in parallel with the transfer of the case to the District Attorney's Office in Israel.
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 been transferring certain production capabilities from the Guangzhou Taste plant to a newly built facility in Zhangjiagang.
The net book value of the Guangzhou Taste plant was approximately $55 million as of June 30, 2022.
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 Guangzhou Scent plant was approximately $8 million as of June 30, 2022.
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 plants in China was approximately $257 million as of June 30, 2022.
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 $22 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 issue was made by the Brazilian Supreme Court who affirmed the use of the gross calculation with respect to claims submitted prior to March 2017. Although the Company had not submitted a claim until after March 2017, the Company believes that the Supreme Court, whilst confirming the use of the gross method of calculation, does not override the January 2020 ruling by the Brazilian tax authorities with respect to the timeframe for the calculation.
Avicel® PH NF (Pharma Solutions)
The Company has determined that certain grades of microcrystalline cellulose (Avicel® PH 101, 102, and 200 NF and Avicel® RC-591 NF) were found to be out-of-specification (collectively, “OOS Avicel® NF”). The Company does not expect this issue to affect the functionality of Avicel® NF grades or to pose a human health hazard. Corrective actions have been implemented to improve operational and laboratory conditions. Based on the information available, as of June 30, 2022, payments associated with the issue were approximately $33 million, and the Company has a current accrual of approximately $25 million. The total amount of exposure may increase as additional customers present claims or other exposures are identified.
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 $40 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.
NOTE 16. REDEEMABLE NONCONTROLLING INTERESTS
Through certain subsidiaries of the Company's 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, in most cases, similar price and conditions of exercise, and will be settled on a pre-agreed formula based on a 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 Noncontrolling Interests |
Balance at December 31, 2020 | $ | 98 | |
| |
Impact of foreign exchange translation | (1) | |
Share of profit or loss attributable to redeemable noncontrolling interests | 3 | |
| |
| |
| |
| |
Balance at June 30, 2021 | $ | 100 | |
| |
Balance at December 31, 2021 | $ | 105 | |
| |
Impact of foreign exchange translation | (1) | |
Share of profit or loss attributable to redeemable noncontrolling interests | 2 | |
Redemption value adjustment for the current period | (2) | |
| |
| |
Exercises of redeemable noncontrolling interests | (18) | |
Balance at June 30, 2022 | $ | 86 | |
NOTE 17. ASSETS AND LIABILITIES HELD FOR SALE
Microbial Control
During the third quarter of 2021, the Company announced it had entered into an agreement to sell its Microbial Control business unit, which is a part of the Health & Biosciences segment. The Company acquired the Microbial Control business unit as part of the Merger with N&B.
The Company classifies assets as “held for sale” when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. Pursuant to ASC 360, assets held for sale were recorded at the lower of carrying value or the fair market value, less costs to sell. The sale does not constitute a strategic shift of the Company’s operations and does not, and will not, have major effects on the Company’s operations and financial results; therefore, the transaction does not meet the discontinued operations criteria.
Based on the agreement to sell, it was determined that the assets and liabilities of the Microbial Control business unit met the criteria to be presented as “held for sale” and such assets and liabilities were classified as held for sale and are reported on the Consolidated Balance Sheets.
Included in the Company's Consolidated Balance Sheets as of June 30, 2022 are the following carrying amounts of the assets and liabilities held for sale:
| | | | | |
(DOLLARS IN MILLIONS) | June 30, 2022 |
Assets | |
Cash and cash equivalents | $ | 49 | |
Trade receivables, net | 79 | |
Inventories | 134 | |
Property, plant and equipment, net | 31 | |
Goodwill | 525 | |
Other intangible assets, net | 342 | |
Operating lease right-of-use assets | 4 | |
Deferred tax assets | 3 | |
Other assets | 39 | |
Total assets held-for-sale | $ | 1,206 | |
Liabilities | |
Accounts payable | $ | 50 | |
Deferred tax liability | 9 | |
Other liabilities | 16 | |
Total liabilities held-for-sale | $ | 75 | |
In addition to these assets classified as held for sale, the Microbial Control business unit also includes an equity method investment with a carrying value of approximately $74 million, which was sold as part of the divestiture. The equity method investment is presented in Other assets on the Consolidated Balance Sheets as of June 30, 2022.
NOTE 18. SUBSEQUENT EVENT
Sale of Microbial Control
The Company completed the divestiture of the Microbial Control business unit on July 1, 2022.
Upon closing, the Company received net cash proceeds of approximately $1.277 billion, adjusted for the preliminary estimates of certain closing adjustments. Finalization of such closing adjustments may result in additional cash receipt or payment. Approximately $15 million of cash proceeds were held in escrow and will be released to the Company upon satisfaction of certain conditions.
The Company also entered into transition services agreements with the buyer for the Company to provide certain general accounting, information technology and other services up to 19 months following the date of the sale for minimal consideration.
In connection with the proceeds received from the divestiture, on July 6, 2022, the Company repaid the $350 million outstanding borrowings under the Amended Revolving Credit Facility. In addition, as of August 5, 2022, the Company repaid approximately $900 million under the Commercial Paper Program.
Amendment to Existing Debt Agreements
On August 4, 2022, IFF amended its existing Term Loan Credit Agreement and Revolving Credit Agreement, which delays certain step downs from the maximum permitted leverage ratio of 4.50 to 1.0, stepping down to 3.50 to 1.0 over time, with the first step-down now occurring at the end of the third quarter 2023 versus the end of the fourth quarter 2022 previously.