International Flavors & Fragrances : Q1 2021 Non Gaap

International Flavors & Fragrances Inc.

GAAP to Non-GAAP Reconciliation

(Unaudited)

The following information and schedules provide reconciliation information between reported GAAP amounts and non-GAAP certain adjusted amounts. This information and schedules are not intended as, and should not be viewed as, a substitute for reported GAAP amounts or financial statements of the Company prepared and presented in accordance with GAAP.

Reconciliation of Gross Profit

First Quarter

(DOLLARS IN MILLIONS)		2021					2020
Reported (GAAP)			$	754				$	566
Frutarom Acquisition Related Costs (e)		-					1
N&B Inventory Step-Up Costs				182					-
Adjusted (Non-GAAP)		$	936			$	567
Reconciliation of Selling and Administrative Expenses
				First Quarter
(DOLLARS IN MILLIONS)		2021					2020
Reported (GAAP)			$	451			$	230
Frutarom Integration Related Costs (a)		(1)					(4)
Shareholder Activism Related Costs (c)				(7)					-
Employee Separation Costs (d)		(3)					-
Compliance Review & Legal Defense Costs (f)				-					(1)
N&B Transaction Related Costs (g)		(89)					(5)
N&B Integration Related Costs (h)				(37)					(10)
Adjusted (Non-GAAP)		$	314			$	210

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International Flavors & Fragrances Inc.

GAAP to Non-GAAP Reconciliation

(Unaudited)

The following information and schedules provide reconciliation information between reported GAAP amounts and non-GAAP certain adjusted amounts. This information and schedules are not intended as, and should not be viewed as, a substitute for reported GAAP amounts or financial statements of the Company prepared and presented in accordance with GAAP.

Reconciliation of Net (Loss) Income

												First Quarter
						2021												2020
		(Loss)			Taxes on		Net (Loss)						Income				Taxes on			Net Income
		Income				(loss)			Income
(DOLLARS IN MILLIONS EXCEPT PER		before			income		Attributable		Diluted			before				income			Attributable		Diluted
SHARE AMOUNTS)		taxes				(j)			to IFF (k)		EPS (l)			taxes					(j)				to IFF (k)		EPS (l)
Reported (GAAP)	$	(54)			$	(14)		$	(42)		$	(0.21)		$	153				$	26			$	124			$	1.15
Frutarom Integration Related Costs (a)		1				-			1			-			4					1				3				0.02
Restructuring and Other Charges, net (b)		4				1			3		0.02			5					1				4				0.03
Losses on Sale of Assets		-				-			-			-			1					1				-			-
Shareholder Activism Related Costs (c)		7				2			5		0.03			-					-				-				-
Employee Separation Costs (d)		3				-			3	0.01			-					-				-			-
Frutarom Acquisition Related Costs (e)		-				-			-			-			-					(2)				2				0.02
Compliance Review & Legal Defense		-				-			-			-			1					-				1				-
Costs (f)
N&B Inventory Step-Up Costs		182				37			145		0.70			-					-				-				-
N&B Transaction Related Costs (g)		89				18			71	0.34			5					-				5				0.05
N&B Integration Related Costs (h)		37				9			28		0.14			10					2				8				0.07
Redemption value adjustment to EPS (i)		-				-			-	0.01			-					-				-			(0.05)
Adjusted (Non-GAAP)	$	269			$	53		$	214		$	1.03		$	179			$	29			$	147			$	1.30

Reconciliation of Adjusted (Non-GAAP) EPS ex. Amortization

				First Quarter
	(DOLLARS AND SHARE AMOUNTS IN MILLIONS)		2021			2020
	Numerator
	Adjusted (Non-GAAP) Net Income		$	214		$	147
	Amortization of Acquisition related Intangible Assets		152			48
	Tax impact on Amortization of Acquisition related Intangible Assets (j)			34			11
	Amortization of Acquisition related Intangible Assets, net of tax (m)		118			37
	Adjusted (Non-GAAP) Net Income ex. Amortization			332			184
	Denominator
	Weighted average shares assuming dilution (diluted)			207			113
	Adjusted (Non-GAAP) EPS ex. Amortization	$	1.60		$	1.62

2

1. Represents costs related to the integration of the Frutarom acquisition. For 2021, costs primarily related to performance stock awards. For 2020, costs primarily related to advisory services, retention bonuses and performance stock awards.
2. For 2021, represents costs primarily related to severance as part of the Company's restructuring efforts. For 2020, represents costs primarily related to the Frutarom Integration Initiative.
3. Represents shareholder activist related costs, primarily professional fees.
4. Represents costs related to severance liabilities, including accelerated stock compensation expense, for employees who have separated from the Company.
5. Represents transaction-related costs and expenses related to the acquisition of Frutarom. For 2020, amount primarily includes earn-out payments, net of adjustments, amortization for inventory "step-up" costs and transaction costs principally related to the 2019 Acquisition Activity.

1. Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits.

1. Represents transaction costs and expenses related to the transaction with N&B, primarily includes legal and professional fees.
2. Represents costs primarily related to advisory services for the integration of the transaction with N&B, primarily consulting fees.

1. Represents the adjustment to EPS related to the excess of the redemption value of certain redeemable noncontrolling interests over their existing carrying value.
2. The income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for the relevant jurisdiction, except for those items which are non-taxable or subject to valuation allowances for which the tax expense (benefit) was calculated at 0%. The tax benefit for amortization is calculated in a similar manner as the tax effects of the non- GAAP adjustments.
3. For 2021, net loss is increased by income attributable to noncontrolling interest of $2 million. For 2020, net income is reduced by income attributable to noncontrolling interest of $3 million.

1. The sum of these items does not foot due to rounding.

(m) Represents all amortization of intangible assets acquired in connection with acquisitions, net of tax.

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International Flavors & Fragrances Inc.

Debt Covenants

(Amounts in millions)

(Unaudited)

The following information and schedules provide reconciliation information between reported GAAP amounts and non-GAAP certain adjusted amounts. This information and schedules are not intended as, and should not be viewed as, a substitute for reported GAAP amounts or financial statements of the Company prepared and presented in accordance with GAAP.

	Reconciliation of Credit Adjusted EBITDA to Net Loss
		Twelve Months Ended March
(DOLLARS IN MILLIONS)			31, 2021
Net loss		$	(286)
Interest expense			262
Income taxes			(104)
Depreciation and amortization			1,840
Specified items (1)(3)			812
Non-cash items (2)(3)			41
Credit Adjusted EBITDA		$	2,565
_______________________

1. Specified items for the 12 months ended March 31, 2021 of $812 million, consisted of Frutarom integration related costs, restructuring and other charges, net, shareholder activism related costs, employee separation costs, Frutarom acquisition related costs, compliance review & legal defense costs, N&B inventory step-up costs, N&B transaction related costs, N&B integration related costs and other N&B specified items.
2. Non-cashitems represent all other adjustments to reconcile net loss to net cash provided by operations as presented on the Statement of Cash Flows, including gain on disposal of assets and stock-based compensation.
3. Specified and non-cash items may not include all eligible add-back items from the Merger with N&B, for the purposes of the Credit Adjusted EBITDA calculation, due to availability of the information.

	Net Debt to Total Debt
(DOLLARS IN MILLIONS)			March 31, 2021
Total debt		$	11,958
Adjustments:
Cash and cash equivalents			872
Net debt		$	11,086

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International Flavors & Fragrances Inc.

Combined Business Unit Performance

(Amounts in millions)

(Unaudited)

The following information and schedule provides reconciliation information between reported GAAP amounts and non-GAAP certain adjusted amounts. This information and schedule is not intended as, and should not be viewed as, a substitute for reported GAAP amounts or financial statements of the Company prepared and presented in accordance with GAAP.

Net Sales

Nourish

Health & Biosciences

Scent

Pharma Solutions

Consolidated

Segment Adjusted Operating EBITDA

Nourish

Health & Biosciences

Scent

Pharma Solutions

Total

Depreciation & Amortization

Interest Expense

Other Income (Expense), net

Frutarom Integration Related Costs Restructuring and Other Charges, net Losses on sale of assets Shareholder Activism Related Costs

Employee Separation Costs

Compliance Review & Legal Defense Costs N&B Inventory Step-Up Costs

N&B Transaction Related Costs

N&B Integration Related Costs

Impact of Merger with N&B (1)

(Loss) Income Before Taxes

Segment Adjusted Operating EBITDA Margin

Nourish

Health & Biosciences

Scent

Pharma Solutions

Consolidated

$

$

$

$

Three Months Ended March 31,

2021					2020
1,308		$	1,276
426					427
569					541
162					152
2,465			$	2,396
270		$	255
128					131
128					118
43					42
569					546
(242)					(81)
(65)					(32)
7					(11)
(1)					(4)
(4)					(5)
-				(1)
(7)					-
(3)					-
-					(1)
(182)					-
(89)					(5)
(37)					(10)
-					(243)
(54)			$	153
20.6 %				20.0 %
30.0	%				30.7	%
22.5 %				21.8 %
26.5	%				27.6	%
23.1 %				22.8 %

______________________

1. Information related to the amounts included from merger with N&B was received directly from DuPont and management believes such information is reliable. DuPont has not provided the underlying adjustments for the amounts included, but based on management's review of financial statement and other scheduled information provided, we believe the amounts reflected are reasonable. For the three months ended March 31, 2020, amounts include N&B results for February and March, to reflect the same period N&B is included in IFF results in 2021.

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