SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 1-4858
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 13-1432060
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
521 WEST 57TH STREET, NEW YORK, N.Y. 10019
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 765-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, par value 12-1/2(cent) per share .... New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
The Registrant denies that any of its common stock is held by an
"affiliate" of the Registrant within the meaning of Rule 405 of the Securities
and Exchange Commission. See "Stock Ownership" in proxy statement incorporated
by reference herein. The aggregate market value of all of the outstanding voting
stock of Registrant as of March 20, 2000 was $3,548,163,811.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of March 20, 2000.
103,031,980 shares of Common Stock, par value 12-1/2(cent) per share
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III [Items 10, 11, 12 and 13] is hereby
incorporated by reference from the Registrant's definitive proxy statement for
the 2000 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
PART I
ITEM 1. BUSINESS.
International Flavors & Fragrances Inc., incorporated in New York in 1909,
is a leading creator and manufacturer of flavor and fragrance products used by
other manufacturers to impart or improve flavor or fragrance in a wide variety
of consumer products. Fragrance products are sold principally to manufacturers
of perfumes, cosmetics, soaps and detergents, and flavor products to
manufacturers of prepared foods, beverages, dairy foods, pharmaceuticals and
confectionery products.
The present world-wide scope of the Company's business is in part the
result of the combination in December 1958 of the business theretofore conducted
primarily in the United States by the Company under the name van
Ameringen-Haebler, Inc. ("VAH") with the business conducted primarily in Europe
by N. V. Polak & Schwarz's Essencefabrieken, a Dutch corporation ("P & S"). The
P & S enterprise, founded in Holland in 1889, was also engaged in the
manufacture and sale of flavor and fragrance products, with operations in a
number of countries where VAH was not an important factor.
The major manufacturing facilities of the Company are located in the United
States, Holland, France, Great Britain, Ireland, Spain, Switzerland, Argentina,
Brazil, Mexico, China, Hong Kong, Indonesia and Japan. Manufacturing facilities
are also located in seven other countries. The Company maintains its own sales
and distribution facilities in 34 countries and is represented by sales agents
in additional countries. The Company's principal executive offices are located
at 521 West 57th Street, New York, New York 10019 (Tel. No. 212-765-5500).
Except as the context otherwise indicates, the term "the Company" as used herein
refers to the Registrant and its subsidiaries.
MARKETS
Fragrance products are used by customers in the manufacture of such
consumer products as soaps, detergents, cosmetic creams, lotions and powders,
lipsticks, after-shave lotions, deodorants, hair preparations and air
fresheners, as well as in other consumer products designed solely to appeal to
the sense of smell, such as perfumes and colognes. The cosmetics industry,
including perfumes and toiletries, is one of the Company's two largest customer
groups. Most of the major United States companies in this industry are customers
of the Company, and five of the largest United States cosmetics companies are
among its principal customers. The household products industry, including soaps
and detergents, is the other important customer group. Four of the largest
United States household product manufacturers are major customers of the
Company. In the five years ended December 31, 1999, sales of fragrance products
accounted for approximately 57%, 57%, 58%, 58% and 59%, respectively, of the
Company's total sales.
Flavor products are sold principally to the food and beverage industries
for use in such consumer products as soft drinks, candies, baked goods,
desserts, prepared foods, dietary foods, dairy products, drink powders,
pharmaceuticals and alcoholic beverages. Two of the Company's largest customers
for flavor products are major producers of prepared foods and beverages in the
United States. In the five years ended December 31, 1999, sales of flavor
products accounted for approximately 43%, 43%, 42%, 42% and 41%, respectively,
of the Company's total sales.
PRODUCTS
The Company's principal fragrance and flavor products consist of compounds
of large numbers of ingredients blended by it under formulas created by its
perfumers and flavorists. Most of these compounds contribute the total fragrance
or flavor to the consumer products in which they are used. This fragrance or
flavor characteristic is often a major factor in the public selection and
acceptance of the consumer end product. A smaller amount of compounds is sold to
manufacturers who further blend them to achieve the finished fragrance or flavor
in their consumer products. Thousands of compounds are produced by the Company,
and new compounds are constantly being created in order to meet the many and
changing characteristics of its customers' end products. Most of the fragrance
compounds and many of the flavor compounds are created and produced for the
exclusive use of particular customers. The Company's flavor products also
include extractives, concentrated juices and concentrates derived from various
fruits, vegetables, nuts, herbs and spices as well as microbiologically derived
ingredients. The Company's products are sold in solid and liquid forms and in
amounts ranging from a few pounds to many tons, depending upon the nature of the
product.
The ingredients used by the Company in its compounds are both synthetic and
natural. Most of the synthetic ingredients are manufactured by the Company.
While the major part of the Company's production of synthetic ingre-
1
dients is used by it in its compounds, a substantial portion is sold to others.
The natural ingredients are derived from flowers, fruits and other botanical
products as well as from animal products. They contain varying numbers of
organic chemicals, which are responsible for the fragrance or flavor of the
natural product. The natural products are purchased for the larger part in
processed or semi-processed form. Some are used in compounds in the state in
which they are purchased and others after further processing. Natural products,
together with various chemicals, are also used as raw materials for the
manufacture of synthetic ingredients by chemical processes.
MARKET DEVELOPMENTS
The demand for consumer products utilizing flavors and fragrances has been
stimulated and broadened by changing social habits resulting from such factors
as increases in personal income, employment of women, teen-age population,
leisure time, health concerns and urbanization and by the continued growth in
world population. In the fragrance field, these developments have expanded the
market for colognes, toilet waters, deodorants, soaps with finer fragrance
quality, men's toiletries and other products beyond traditional luxury items
such as perfumes. In the flavor field, similar market characteristics have
stimulated the demand for such products as convenience foods, soft drinks and
low-cholesterol and low-fat food products that must conform to expected tastes.
New and improved methods of packaging, application and dispensing have been
developed for many consumer products which utilize some of the Company's flavor
or fragrance products. These developments have called for the creation by the
Company of many new compounds and ingredients compatible with the newly
introduced materials and methods of application used in consumer end products.
PRODUCT DEVELOPMENT AND RESEARCH
The development of new fragrance and flavor compounds is a complex artistic
and technical process calling upon the combined knowledge and talents of the
Company's creative perfumers and flavorists and its application chemists and
research chemists. Through long experience the perfumers and flavorists develop
and refine their skill for creating fragrances or flavors best suited to the
market requirements of the customers' products.
An important contribution to the creation of new fragrance and flavor
products is the development in the Company's research laboratories of new
ingredients having fragrance or flavor value. The principal functions of the
fragrance research program are to isolate and synthesize fragrance components
found in natural substances and through chemical synthesis to develop new
materials and better techniques for utilization of such materials. The principal
functions of the flavor research program are to isolate and produce natural
flavor ingredients utilizing improved processes.
The work of the perfumers and flavorists is conducted in 32 fragrance and
flavor laboratories in 24 countries. The Company maintains a research center at
Union Beach, New Jersey. The Company spent $103,794,000 in 1999, $98,438,000 in
1998 and $94,411,000 in 1997 on its research and development activities, all of
which were financed by the Company. These expenditures are expected to increase
in 2000 to approximately $110,000,000. Of the amount expended in 1999 on such
activities, 59% was for fragrances and the balance was for flavors. The Company
employed 884 persons in 1999 and 820 persons in 1998 in such activities.
The business of the Company is not materially dependent upon any patents,
trademarks or licenses.
DISTRIBUTION
Most of the Company's sales are made through its own sales force, operating
from eight sales offices in the United States and 44 sales offices in 33 foreign
countries. Sales in other countries are made through sales agencies. For the
year ended December 31, 1999, 32% of the Company's sales were to customers in
North America, 39% in Europe, Africa and the Middle East, 16% in Latin America
and 13% in Asia-Pacific. See Note 10 of the Notes to the Consolidated Financial
Statements for other information with respect to the Company's segment
operations.
The Company estimates that during 1999 its 30 largest customers accounted
for about 54% of its sales, its four largest customers and their affiliates
accounted for about 10%, 8%, 6% and 4%, respectively, of its sales, and no other
single customer accounted for more than 3% of sales.
GOVERNMENTAL REGULATION
Manufacture and sale of the Company's products are subject to regulation in
the United States by the Food and Drug Administration, the Agriculture
Department, the Alcohol, Tobacco and Firearms Bureau of the Treasury
2
Department, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state authorities. The foreign subsidiaries are
subject to similar regulation in a number of countries. Compliance with existing
governmental requirements regulating the discharge of materials into the
environment has not materially affected the Company's operations, earnings or
competitive position. The Company expects to spend in 2000 approximately
$2,600,000 in capital projects and $11,000,000 in operating expenses and
governmental charges for the purpose of complying with such requirements. The
Company expects that in 2001 capital expenditures, operating expenses and
governmental charges for such purpose will not be materially different.
RAW MATERIAL PURCHASES
More than 5,000 different raw materials are purchased from many sources all
over the world. The principal natural raw material purchases consist of
essential oils, extracts and concentrates derived from fruits, vegetables,
flowers, woods and other botanicals, animal products and raw fruits. The
principal synthetic raw material purchases consist of organic chemicals. The
Company believes that alternate sources of materials are available to enable it
to maintain its competitive position in the event of any interruption in the
supply of raw materials from present sources.
COMPETITION
The Company has more than 50 competitors in the United States and world
markets. While no single factor is responsible, the Company's competitive
position is based principally on the creative skills of its perfumers
and flavorists, the technological advances resulting from its research and
development and the customer service and support provided by its marketing and
application groups. Although statistics are not available, the Company believes
that it is one of the four largest companies producing and marketing on an
international basis a wide range of fragrance and flavor products of the types
manufactured by it for sale to manufacturers of consumer products. In particular
countries and localities, the Company faces the competition of numerous
companies specializing in certain product lines, among which are some larger
than the Company and some more important in a particular product line or lines.
Most of the Company's customers do not buy all their fragrance or flavor
products from the same supplier, and some customers make their own fragrance or
flavor compounds with ingredients supplied by the Company or others.
EMPLOYEE RELATIONS
The Company at December 31, 1999 employed approximately 4,680 persons, of
whom about 1,430 were employed in the United States. The Company has never
experienced a work stoppage or strike and it considers that its employee
relations are satisfactory.
3
ITEM 2. PROPERTIES.
The principal manufacturing and research properties of the Company are as
follows:
LOCATION OPERATION
-------- ---------
UNITED STATES
New York, NY ............. Fragrance laboratories.
Augusta, GA .............. Production of fragrance chemical ingredients.
Hazlet, NJ ............... Production of fragrance compounds; fragrance laboratories.
South Brunswick, NJ ...... Production of flavor ingredients and compounds and fruit
preparations; flavor laboratories.
Union Beach, NJ .......... Research and development center.
Salem, OR ................ Production of fruit and vegetable concentrates,
fruit and vegetable preparations and flavor ingredients.
Menomonee Falls, WI ...... Production of flavor compounds, flavor ingredients,
bacterial cultures and fruit preparations.
HOLLAND
Hilversum ................ Flavor and fragrance laboratories.
Tilburg .................. Production of flavor and fragrance compounds and
flavor ingredients.
FRANCE
Bois-Colombes ............ Fragrance laboratories.
Dijon .................... Production of fragrance ingredients and compounds, flavor
ingredients and compounds and fruit preparations;
flavor laboratories.
GREAT BRITAIN
Haverhill ................ Production of flavor compounds and ingredients, fruit
preparations and fragrance chemical ingredients; flavor
laboratories.
IRELAND
Drogheda ................. Production of fragrance compounds.
SPAIN
Benicarlo ................ Production of fragrance chemical ingredients.
SWITZERLAND
Reinach-Aargau ........... Production of fruit preparations and flavor ingredients
and compounds; flavor laboratories.
ARGENTINA
Garin .................... Production of fruit preparations and flavor ingredients
and compounds; production of fragrance compounds;
flavor laboratories.
BRAZIL
Rio de Janeiro ........... Production of fragrance compounds.
Sao Paulo ................ Fragrance laboratory.
Taubate .................. Production of fruit preparations and flavor
ingredients and compounds; flavor laboratories.
MEXICO
Tlalnepantla ............. Production of flavor compounds, fruit preparations and
fragrance compounds; flavor and fragrance laboratories.
4
LOCATION OPERATION
-------- ---------
CHINA
Guangzhou ................ Production of flavor and fragrance compounds; flavor
laboratories.
Xin'anjiang .............. Production of fragrance chemical ingredients.
HONG KONG .................... Production of fragrance compounds; fragrance laboratories.
INDONESIA
Jakarta .................. Production of flavor and fragrance compounds and ingredients;
flavor and fragrance laboratories.
JAPAN
Tokyo .................... Flavor and fragrance laboratories.
Gotemba .................. Production of flavor and fragrance compounds.
The principal executive offices of the Company and its New York laboratory
facilities are located at 521 West 57th Street, New York City. Such offices and
all of the above facilities of the Company are owned in fee, except those in
China, Hong Kong, and the Indonesian landsite, which are leased. The Company
believes that the remaining facilities meet its present needs, but that
additional facilities will be required to meet anticipated growth in sales.
ITEM 3. LEGAL PROCEEDINGS.
Various Federal and State authorities and private parties claim that the
Company is a potentially responsible party as a generator of waste materials for
alleged pollution at a total of 10 waste sites operated by third parties located
principally in New Jersey. The governmental authorities seek to recover costs
incurred and to be incurred to clean up the sites. In one current private suit,
a waste site's former owner/operator seeks contribution and indemnification from
generators and others for remedial action costs incurred and to be incurred at
the site.
The waste site claims and suits usually involve million dollar amounts, and
most of them are asserted against many potentially responsible parties. Remedial
activities typically consist of several phases carried out over a period of
years. Most site remedies begin with investigation and feasibility studies,
followed by physical removal, destruction, treatment or containment of
contaminated soil and debris, and sometimes by groundwater monitoring and
treatment. To date, the Company's financial responsibility for some sites has
been settled through agreements granting the Company, in exchange for one or
more cash payments made or to be made, either complete release of liability or,
for certain sites, release from further liability for early and/or later
remediation phases, subject to certain "re-opener" clauses for later-discovered
conditions. Settlements in respect of some sites involve, in part, payment by
the Company, and other parties, of a percentage of the site's future remediation
costs over a period of years.
The Company believes that the amounts it has paid and probably will have to
pay for clean-up costs and damages at all sites are and will not be material to
the Company's financial condition, results of operations or liquidity, because
of the involvement of other large potentially responsible parties at most sites,
because payment will be made over an extended time period and because, pursuant
to an agreement reached in July 1994 with three of the Company's liability
insurers, defense costs and indemnity amounts payable by the Company in respect
of the sites will be shared by the insurers up to an agreed amount.
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF REGISTRANT:
YEAR FIRST
BECAME
NAME OFFICE AND OTHER BUSINESS EXPERIENCE(3) AGE OFFICER
---- --------------------------------------- --- -----------
Richard M. Furlaud(1)(2) Chairman and Chief Executive Officer 76 1999
since December 14, 1999; Chairman Emeritus
of the Board of Trustees, The Rockefeller
University, an institution of higher
learning; Retired President, Bristol-Myers
Squibb Company
Stephen A. Block Senior Vice-President, General Counsel 55 1993
and Secretary
Robert G. Corbett Vice-President since May 1997; Director; 45 1997
employed by the Company in other positions
prior thereto
William S. Kane Vice-President since September 1999; Senior 40 1999
Vice-President Human Resources, Channel One
Network, television content provider, from
1997 to 1999; Director of Human Resources,
Frigidaire Division of Electrolux, household
products manufacturers, from 1994 to 1997
Thomas E. Kinlin Vice-President since September 1999; employed 57 1999
by the Company in other positions prior
thereto
Carlos A. Lobbosco Vice-President; Director 60 1993
Jose A. Rodriguez Vice-President since May 1998; employed by the 56 1998
Company in other positions prior thereto
Douglas J. Wetmore Vice-President and Chief Financial Officer 42 1992
since April 1998; Director; Controller prior
thereto
- ----------
(1) Chairman of Executive Committee of the Board of Directors.
(2) Mr. Furlaud was elected Chairman of the Board and Chief Executive Officer
following the resignation of Mr. Eugene P. Grisanti as Chairman of the
Board, President and Chief Executive Officer on December 14, 1999.
(3) Employed by the Company or an affiliated company for the last five years,
except as otherwise indicated.
6
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
(a) Market Information.
The Company's common stock is traded principally on the New York Stock
Exchange. The high and low stock prices for each quarter during the last two
years were:
1999 1998
----------------- -------------------
QUARTER HIGH LOW HIGH LOW
- ------- ------ ------ ------ -------
First ....................... $45.50 $34.25 $51.88 $42.06
Second ...................... 45.00 34.50 50.31 42.25
Third ....................... 48.50 33.63 44.50 32.06
Fourth ...................... 39.25 33.81 45.44 32.56
(b) Approximate Number of Equity Security Holders.
(A) (B)
NUMBER OF RECORD HOLDERS AS
TITLE OF CLASS OF DECEMBER 31, 1999
-------------- ---------------------------
Common stock, par value 12 1/2(cent) per share 4,209
(c) Dividends.
Cash dividends declared per share for each quarter since January 1998 were
as follows:
2000 1999 1998
---- ---- ----
First .................. $.38 $.38 $.37
Second ................. .38 .37
Third .................. .38 .37
Fourth ................. .38 .38
ITEM 6. SELECTED FINANCIAL DATA.
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales .......................... $1,439,499 $1,407,349 $1,426,791 $1,436,053 $1,439,487
========== ========== ========== ========== ==========
Net income(a)(b) ................... $ 162,000 $ 203,785 $ 218,229 $ 189,894 $ 248,817
========== ========== ========== ========== ==========
Earnings per share:
Net income per share--basic ........ $1.53 $1.90 $2.00 $1.71 $2.24
========== ========== ========== ========== ==========
Net income per share--diluted ...... $1.53 $1.90 $1.99 $1.70 $2.22
========== ========== ========== ========== ==========
Total assets ....................... $1,401,495 $1,388,064 $1,422,261 $1,506,913 $1,534,269
========== ========== ========== ========== ==========
Long-term debt ..................... $ 3,832 $ 4,341 $ 5,114 $ 8,289 $ 11,616
========== ========== ========== ========== ==========
Cash dividends declared per share... $1.52 $1.49 $1.45 $1.38 $1.27
========== ========== ========== ========== ==========
- -----------
(a) Reflects nonrecurring charges ($21,910 after tax) in 1999 resulting from
the Registrant's program to streamline its operations worldwide.
(b) Reflects nonrecurring charge ($31,315 after tax) in 1996 resulting from the
Registrant's program to phase out and close certain aroma chemical
operations.
7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Operations
In 1999, worldwide net sales were $1,439,499,000 compared to $1,407,349,000
and $1,426,791,000 in 1998 and 1997, respectively. Sales of fragrance products
were $849,193,000, $820,149,000 and $821,592,000 in 1999, 1998 and 1997,
respectively. Fragrance sales increased 4% in 1999 in comparison to 1998,
following flat sales in 1998 compared to 1997. Flavor sales were $590,306,000,
$587,200,000 and $605,199,000 in 1999, 1998 and 1997, respectively. Flavor sales
increased 1% in 1999 in comparison to 1998, following a decrease of 3% in 1998
compared to 1997.
Sales outside the United States represented approximately 70% of total
sales in 1999, 1998 and 1997. The following table shows sales on a geographic
basis:
PERCENT PERCENT
SALES BY DESTINATION (DOLLARS IN THOUSANDS) 1999 CHANGE 1998 CHANGE 1997
- ------------------------------------------- ---------- ------- ---------- ------- ----------
North America ......................... $ 452,569 1% $ 448,885 6% $ 423,876
Europe, Africa and the Middle East
(EAME) .............................. 565,209 1% 556,911 -4% 577,576
Latin America ......................... 232,913 -3% 239,472 8% 222,708
Asia-Pacific .......................... 188,808 16% 162,081 -20% 202,631
---------- ---------- ----------
Total net sales ................... $1,439,499 2% $1,407,349 -1% $1,426,791
========== ========== ==========
For the full year 1999, the Company's sales increased 2%. Growth was
strongest in EAME fragrances and in Asia-Pacific in flavors and fragrances.
Local currency sales in Asia-Pacific increased 12% for the year, as that region
continued its economic recovery. Local currency sales growth in EAME fragrances
totaled 6% for the year. Latin America flavor sales declined 11% as a result of
the currency and economic conditions in the region, most notably in Brazil, the
Company's largest flavor market in the area. In 1999, reported sales were
unfavorably impacted by the continued strength of the U.S. dollar, principally
against the European currencies; if the dollar exchange rates had remained the
same during 1999 and 1998, consolidated sales would have been approximately 1%
higher than reported.
During 1998, sales growth was strong in North America, in both flavors and
fragrances. Although economic difficulties unfavorably impacted Latin America
flavor sales, fragrance sales in the area achieved double-digit sales growth for
the year. Sales in Asia-Pacific, in both flavors and fragrances, were down 20%
for the year, affected by the ongoing economic disruption in Japan and Southeast
Asia. In 1998, reported sales were unfavorably impacted by the stronger U.S.
dollar, most notably against the major European currencies; had the dollar
exchange rates remained the same during 1998 and 1997, sales would have been
approximately 2% higher than reported.
Although the Company's reported sales and earnings are affected by the
weakening or strengthening of the U.S. dollar, this has no long-term effect on
the underlying strength of our business.
The percentage relationship of cost of goods sold and other operating
expenses to sales was as follows:
1999 1998 1997
----- ----- -----
Cost of goods sold ........................ 55.0% 54.2% 54.2%
Research and development expenses ......... 7.2% 7.0% 6.6%
Selling and administrative expenses ....... 18.2% 17.0% 15.9%
Cost of goods sold, which includes cost of materials and internal
manufacturing expenses, has remained fairly constant as a percentage of sales
for the past several years. The moderate increase in 1999 was primarily due to
the impact of the currency devaluation and economic disruption in Brazil, which
impacted the Company's near-term ability to pass on price increases to its
customers in that market.
Research and development expenses have consistently approximated 7% of
sales. The expenses are for the development of new and improved products,
technical product support, compliance with governmental regulations and help in
maintaining our relationships with our customers who are often dependent on
technical advances. These activities contribute in a significant way to the
Company's business.
8
Selling and administrative expenses are necessary to support the Company's
sales and operating levels. Selling and administrative expenses increased as a
percentage of sales primarily due to the costs of the Company's Y2K program; in
1999 and 1998, the costs for this program were $14,200,000 and $12,500,000,
respectively. There were no comparable costs incurred in 1997. In 1999,
administrative expenses also included approximately $6,000,000 in costs
associated with the final settlement of certain employment contracts and
$2,315,000 relating to the nonrecurring charges (discussed below).
Administrative expenses for 1999 and 1998 also included certain costs incurred
in connection with the Company's project to implement the enterprise
requirements planning ("ERP") software package, SAP. Excluding these costs,
selling and administrative expenses would have represented approximately 16.5%
and 15.9% of sales in 1999 and 1998, respectively, in line with 1997 levels.
Operating profit, as shown in Note 10 of the Notes to the Consolidated
Financial Statements, was $321,428,000 in 1999, $335,248,000 in 1998 and
$355,748,000 in 1997. In 1999, operating profit declined primarily due to the
decline in gross margin on sales, charges of $3,499,000 and increased research
and development expenditures. Operating profit decreased in 1998 in comparison
to 1997 as a result of the level of sales achieved. In 1999 and 1998, operating
profit reflected the effects of the Year 2000 related expenses. Operating profit
in 1999 excludes nonrecurring charges of $32,948,000.
Interest expense amounted to $5,154,000, $2,042,000 and $2,420,000 in 1999,
1998 and 1997, respectively. This expense relates primarily to bank loans taken
out by some of the Company's subsidiaries and can be significantly affected by
high interest rates in countries where local bank borrowing is used as a hedge
against devaluations. In addition, in October 1999, the Company established a
$300,000,000 commercial paper program; at December 31, 1999, $63,200,000 of
commercial paper was outstanding. Interest expense increased in 1999 compared to
1998 mainly due to higher average borrowing levels during the year; the decrease
in 1998 compared to 1997 was due to lower average borrowing levels. More details
on bank loans, commercial paper and long-term debt are contained in Note 6 of
the Notes to the Consolidated Financial Statements.
Other income was $291,000 in 1999, compared to $6,356,000 in 1998 and
$10,442,000 in 1997. The decrease in other income in 1999 compared to 1998, was
primarily due to facility closure costs (discussed below). Also, interest income
decreased in 1999 compared to 1998, and 1998 compared to 1997, primarily due to
lower average interest rates and lower levels of investments.
In June 1999, the Company announced a program to streamline the Company's
operations worldwide by improving operating efficiencies and asset utilization,
enabling significant cost savings and enhanced profitability. The program
includes the closure of selected manufacturing, distribution and sales
facilities in all geographic areas in which the Company operates. In addition,
the Company will further consolidate and align production in its remaining
manufacturing locations.
Once completed, the program will result in total pretax charges
approximating $50,000,000 ($33,000,000 after tax, or approximately $.32 per
share). The Company anticipates realizing annual savings on completion of this
program of approximately $15,000,000; approximately $5,000,000 in savings from
the program were realized in the second half of 1999.
As a result of this program, in 1999 the Company recorded total pretax
charges of $40,900,000 ($27,200,000 after tax, or approximately $.26 per share);
non-cash charges approximated $11,700,000.
Certain elements of the charges, relating primarily to accelerated
depreciation on assets to be disposed of, have been recognized in cost of goods
sold ($1,184,000) and selling and administrative expenses ($2,315,000). In
addition, $4,480,000 associated primarily with facility closure is included in
other income and expense. The balance of the charges, representing employee
separation and asset-related costs, are recorded as nonrecurring charges in the
Consolidated Statement of Income. Movements in the reserve resulting from the
nonrecurring charges were as follows:
EMPLOYEE- ASSET-
(DOLLARS IN THOUSANDS) RELATED RELATED TOTAL
---------------------- --------- -------- -------
Original reserve ................... $22,951 $9,997 $32,948
Utilized in 1999 ................... 13,329 8,411 21,740
------- ------ -------
Balance December 31, 1999 .......... $ 9,622 $1,586 $11,208
======= ====== =======
9
The balance of the reserve is expected to be utilized in 2000 in connection
with the final decommissioning and disposal of affected equipment and as
severance obligations to affected employees are satisfied. In excess of 200
employees will be affected by the program; at December 31, 1999, 170 employees
had left the Company.
Of the total pretax charges in 1999, approximately $29,400,000 were for
EAME, principally employee separation costs associated with the rationalization
of certain operations and facilities in the United Kingdom, the Netherlands and
France.
For North America, Latin America and Asia-Pacific, 1999 charges totaled
$5,600,000, $2,900,000 and $3,000,000, respectively, and relate to employee
separations and closure of operations.
During 1996, the Company undertook a program to phase out and close certain
aroma chemical operations. At December 31, 1998, unutilized reserves totaled
$2,721,000 relating to remaining decommissioning and disposal of plant
equipment, and severance obligations. At December 31, 1999, the reserves under
this program had been fully utilized; costs of completing the program
approximated the original estimate.
Effective January 1, 1998, the Company adopted Statement of Position 98-1
(SOP 98-1), Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use. SOP 98-1 establishes guidance on when costs incurred for
internal-use software are capitalized. The Company capitalized approximately
$24,800,000 and $28,000,000 in 1999 and 1998, respectively, related to the
acquisition and development of the SAP software package.
Effective January 1, 1999, the Company adopted Statement of Position 98-5
(SOP 98-5), Reporting on the Costs of Start-Up Activities, which is effective
for fiscal years beginning after December 15, 1998. SOP 98-5 requires that costs
of start-up activities, including organization costs, be expensed as incurred.
The impact of adopting this Standard was not material.
Statement of Financial Accounting Standards No. 133 (FAS 133), Accounting
for Derivative Instruments and Hedging Activities, was issued in June 1998. In
June 1999, the Financial Accounting Standards Board issued FAS 137 which defers
the effective date of FAS 133 to fiscal years beginning after June 15, 2000. FAS
133 establishes accounting and reporting standards for derivative instruments,
and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and
measure those instruments at fair value. The Company is currently evaluating the
Standard, and the accounting and reporting implications thereof.
Compliance with existing governmental requirements regulating the discharge
of materials into the environment has not materially affected the Company's
operations, earnings or competitive position. In 1999, the Company spent
approximately $1,200,000 on capital projects and about $10,800,000 in operating
expenses and governmental charges for the purpose of complying with such
regulations. Expenditures for these purposes will continue for the foreseeable
future. In addition, the Company is party to a number of proceedings brought
under the Comprehensive Environmental Response, Compensation and Liability Act
or similar state statutes. It is expected that the impact of any judgements in
or voluntary settlements of such proceedings will not be material to the
Company's financial condition, results of operations or liquidity.
Financial Condition
The financial condition of the Company remained strong during 1999. Cash,
cash equivalents and short-term investments totaled $62,971,000 at December 31,
1999, compared to $115,999,000 and $260,446,000 at December 31, 1998 and 1997,
respectively. Short-term investments are high-quality, readily marketable
instruments. Working capital totaled $465,712,000 at year-end 1999, compared to
$575,120,000 and $670,598,000 at December 31, 1998 and 1997, respectively. Gross
additions to property, plant and equipment were $103,835,000, $91,690,000 and
$59,284,000 in 1999, 1998 and 1997, respectively, and are expected to
approximate $75,000,000 in 2000.
Notwithstanding its current strong financial condition, the Company
established a $300,000,000 commercial paper program, which was put in place in
October 1999. Proceeds from the commercial paper program will be used for
general corporate purposes.
In September 1996, the Company announced a plan to repurchase an additional
7.5 million shares of its common stock. An existing program to purchase 7.5
million shares, in effect since 1992, was completed in 1997. Repurchases
10
will be made from time to time on the open market or through private
transactions as market and business conditions warrant. The repurchased shares
will be available for use in connection with the Company's employee benefit
plans and for other general corporate purposes. At December 31, 1999,
approximately 5.6 million shares of common stock had been repurchased under the
1996 program. Under these plans, the Company purchased $46,298,000, $134,448,000
and $70,988,000 of treasury stock in 1999, 1998 and 1997, respectively.
The Company anticipates that its growth, capital spending and share
repurchase plan will be funded from internal sources and credit facilities
currently in place.
The Company paid dividends to shareholders totaling $161,249,000,
$159,619,000 and $157,674,000 in 1999, 1998 and 1997, respectively. The dividend
rate per share in 1999, 1998 and 1997 was, respectively, $1.52, $1.48 and $1.44.
Year 2000 Issue
This Year 2000 statement is designated a Year 2000 Readiness Disclosure
within the meaning of the United States Year 2000 Information and Readiness
Disclosure Act of 1998.
The Company's comprehensive program to address its "Year 2000" needs (the
"Y2K Program") was completed prior to January 1, 2000. The Y2K program was
designed to evaluate and, if necessary, repair or replace those computer
programs and embedded computer chips that are significant to the Company and
that use only the last two digits to refer to a year ("Y2K Code"), so that such
Y2K Code would be "Year 2000 Capable," that is, would recognize dates beginning
in the Year 2000. For purposes of the Y2K Program, Y2K Code is that which the
Company concluded could, if not made Year 2000 Capable, materially affect the
Company's operations and ability to service its customers, or create a safety or
environmental risk. In addition to dealing with the Company's Y2K Code, the Y2K
Program also was designed to identify and evaluate the Year 2000 readiness of
the Company's key suppliers of inventory and non-inventory goods and services,
and of the Company's significant customers.
The failure to make Y2K Code Year 2000 Capable could result in an
interruption in, or failure of, certain business activities or operations, which
could materially and adversely affect the Company's results of operations,
liquidity and/or financial condition. As of January 1, 2000, and through the end
of February 2000, significant computer systems have operated without Year 2000
related problems and appear to be Year 2000 Capable. The Company is not aware of
any of its major customers or third-party suppliers having experienced
significant Year 2000 related problems. However, due to the general uncertainty
about the overall extent of the Year 2000 problem, including, but not limited
to, uncertainty about the extent of Year 2000 capability of the Company's
suppliers and customers, there is no guarantee that all potential Year 2000
problems have been identified.
Subject to the above uncertainties, however, the Company believes that,
given the completion of the Y2K Program and the lack of known significant Year
2000 problems as of and since January 1, 2000, the likelihood of material
interruptions of the Company's normal business are remote. Should a Year 2000
problem arise, the Company has contingency plans for the critical aspects of its
operations. These contingency plans include, but are not limited to, increasing
on-site and standby staffing, adjustment of raw material and product inventory
levels, alternate sources of transportation and raw materials, alternate
production plans, backup power supplies, utilities and communications, and
emergency response and security procedures. Such plans are designed to avoid or
mitigate potential serious disruptions in the Company's business.
At December 31, 1999 the total cost of the Company's Y2K Program was
approximately $48,700,000. Of those costs, approximately $22,000,000 represented
capital expenditures associated with replacement hardware, software and
associated items. The remaining amount, totaling $26,700,000, was expensed as
incurred and represented the costs of repair, testing and related efforts. These
amounts do not include the cost of the SAP project. The Company does not
anticipate any material costs related to the Y2K Program in 2000.
Euro Currency Adoption
As part of the European Economic and Monetary Union, a single currency (the
"Euro") will replace the national currencies of many of the European countries
in which the Company conducts business. The conversion rates between the Euro
and the participating nations' currencies were fixed irrevocably as of January
1, 1999, with the participating national currencies scheduled to be removed from
circulation between January 1, and June 30, 2002, and replaced by Euro notes and
coinage. During the transition period, from January 1, 1999 through December 31,
11
2001, public and private entities as well as individuals may pay for goods and
services using either checks, drafts, or wire transfers denominated in Euros or
the participating country's national currency. The Company's systems and
processes were "Euro Capable" (able to enter into Euro-denominated transactions)
on January 1, 1999. The effects of the Euro conversion on the Company's
revenues, costs and competitive position have not been significant. The costs of
the systems and business process conversions were not material.
Subsequent Events
In January 2000, in connection with the Company's program to streamline
operations, the Company initiated a Voluntary Retirement Incentive Program for
United States-based employees meeting certain eligibility requirements. Those
eligible employees electing to take the incentive will receive additional
credit, for pension purposes, in terms of age and years of service, as well as
certain other benefits. It is expected that the early retirement plan will
result in a charge to 2000 earnings of approximately $10,000,000.
Cautionary Statement Under the Private Securities Litigation Reform Act of
1995
Statements in this Management's Discussion and Analysis which are not
historical facts or information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, and are subject
to risks and uncertainties that could cause the Company's actual results to
differ materially from those expressed or implied by such forward-looking
statements. Risks and uncertainties with respect to the Company's business
include general economic and business conditions, the price and availability of
raw materials, the ability of the Company and third parties, including customers
and suppliers, to adequately address the Year 2000 Issue, and political and
economic uncertainties, including the fluctuation or devaluation of currencies
in countries in which the Company does business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See Note 12 of the Notes to the Consolidated Financial Statements for a
discussion of the Company's exposure to, and management of, market risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS:
PAGE NO.
--------
Consolidated Statements of Income and Retained Earnings for
the three years ended December 31, 1999 ...................... 14
Consolidated Balance Sheet--December 31, 1999 and 1998 ......... 15
Consolidated Statement of Cash Flows for the three years
ended December 31, 1999 ...................................... 16
Notes to Consolidated Financial Statements ..................... 17
Report of Independent Accountants .............................. 30
Financial Statement Schedules:
II--Valuation and Qualifying Accounts and Reserves for the
three years ended December 31, 1999 ........................ S-1
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
12
QUARTERLY FINANCIAL DATA (UNAUDITED)
NET INCOME PER SHARE
-------------------------------
NET SALES GROSS PROFIT NET INCOME* BASIC DILUTED
------------------------ -------------------- -------------------- ------------- --------------
QUARTER 1999 1998 1999 1998 1999 1998 1999 1998 1999 1998
- ------- ---------- ---------- -------- -------- -------- -------- ----- ----- ----- -----
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
First ..... $ 367,765 $ 373,411 $161,296 $175,204 $ 48,780 $ 62,626 $0.46 $0.58 $0.46 $0.58
Second .... 371,079 365,253 165,869 169,983 27,434 55,907 0.26 0.52 0.26 0.52
Third ..... 364,674 349,846 165,242 156,670 49,155 50,249 0.46 0.47 0.46 0.47
Fourth .... 335,981 318,839 155,305 142,010 36,631 35,003 0.35 0.33 0.35 0.33
---------- ---------- -------- -------- -------- -------- ----- ----- ----- -----
$1,439,499 $1,407,349 $647,712 $643,867 $162,000 $203,785 $1.53 $1.90 $1.53 $1.90
========== ========== ======== ======== ======== ======== ===== ===== ===== =====
- ----------
* Net income for the 1999 second, third and fourth quarters includes the
after-tax effects of certain charges of $23,145, $1,748 and $2,289,
respectively. See Note 2 of the Notes to Consolidated Financial Statements
for further discussion.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
13
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
(DOLLARS IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
CONSOLIDATED STATEMENT OF INCOME
Net sales ........................................ $1,439,499 $1,407,349 $1,426,791
---------- ---------- ----------
Cost of goods sold ............................... 791,787 763,482 773,145
Research and development expenses ................ 103,794 98,438 94,411
Selling and administrative expenses .............. 262,642 238,675 227,066
Nonrecurring charges ............................. 32,948 -- --
Interest expense ................................. 5,154 2,042 2,420
Other (income) expense, net ...................... (291) (6,356) (10,442)
---------- ---------- ----------
1,196,034 1,096,281 1,086,600
---------- ---------- ----------
Income before taxes on income .................... 243,465 311,068 340,191
Taxes on income .................................. 81,465 107,283 121,962
---------- ---------- ----------
NET INCOME ..................................... 162,000 203,785 218,229
Other comprehensive income:
Foreign currency translation adjustments ..... (48,005) 27,721 (84,406)
---------- ---------- ----------
COMPREHENSIVE INCOME ........................... $ 113,995 $ 231,506 $ 133,823
========== ========== ==========
NET INCOME PER SHARE--BASIC .................... $1.53 $1.90 $2.00
========== ========== ==========
NET INCOME PER SHARE--DILUTED .................. $1.53 $1.90 $1.99
========== ========== ==========
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
At beginning of year ............................. $1,210,620 $1,166,348 $1,106,572
Net income ....................................... 162,000 203,785 218,229
---------- ---------- ----------
1,372,620 1,370,133 1,324,801
Cash dividends declared .......................... 160,830 159,513 158,453
---------- ---------- ----------
At end of year ................................... $1,211,790 $1,210,620 $1,166,348
========== ========== ==========
See Notes to Consolidated Financial Statements
14
CONSOLIDATED BALANCE SHEET
ASSETS
DECEMBER 31,
-----------------------
1999 1998
---------- ----------
(DOLLARS IN THOUSANDS)
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 62,135 $ 114,960
Short-term investments ......................... 836 1,039
Receivables:
Trade ........................................ 290,118 264,352
Allowance for doubtful accounts .............. (10,013) (9,517)
Other ........................................ 23,313 28,645
Inventories .................................... 415,269 403,961
Prepaid and deferred charges ................... 53,756 44,588
---------- ----------
Total Current Assets ......................... 835,414 848,028
PROPERTY, PLANT AND EQUIPMENT, NET ............... 523,916 498,784
OTHER ASSETS ..................................... 42,165 41,252
---------- ----------
TOTAL ASSETS ..................................... $1,401,495 $1,388,064
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank loans ..................................... $ 29,274 $ 29,072
Commercial paper ............................... 63,200 --
Accounts payable ............................... 71,989 60,331
Accrued payrolls and bonuses ................... 18,527 16,507
Dividends payable .............................. 39,882 40,301
Income taxes ................................... 54,497 46,647
Other current liabilities ...................... 92,333 80,050
---------- ----------
Total Current Liabilities .................... 369,702 272,908
---------- ----------
OTHER LIABILITIES:
Long-term debt ................................. 3,832 4,341
Deferred income taxes .......................... 32,785 30,730
Retirement and other liabilities ............... 136,679 135,034
---------- ----------
Total Other Liabilities ...................... 173,296 170,105
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock 12-1/2(cent) par value;
authorized 500,000,000 shares;
issued 115,761,840 shares .................... 14,470 14,470
Capital in excess of par value ................. 134,480 136,443
Restricted stock ............................... -- (6,750)
Retained earnings .............................. 1,211,790 1,210,620
Accumulated other comprehensive income:
Cumulative translation adjustment ............ (57,135) (9,130)
---------- ----------
1,303,605 1,345,653
Treasury stock, at cost--10,939,915 shares
in 1999 and 9,715,775 shares in 1998 ......... (445,108) (400,602)
---------- ----------
Total Shareholders' Equity ................... 858,497 945,051
---------- ----------
Total Liabilities and Shareholders' Equity ....... $1,401,495 $1,388,064
========== ==========
See Notes to Consolidated Financial Statements
15
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31,
---------------------------------------
1999 1998 1997
--------- --------- ---------
(DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................... $ 162,000 $ 203,785 $ 218,229
Adjustments to reconcile to net cash
provided by operations:
Depreciation ................................... 56,369 49,006 50,278
Deferred income taxes .......................... (4,191) 15,877 8,201
Changes in assets and liabilities:
Current receivables .......................... (35,354) (3,887) (32,949)
Inventories .................................. (33,955) (31,354) (20,524)
Current payables ............................. 40,719 (15,816) 11,473
Other, net ................................... 10,230 (1,185) 4,440
--------- --------- ---------
Net cash provided by operations .................... 195,818 216,426 239,148
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales/maturities
of short-term investments ....................... 1,073 41,766 23,056
Purchases of short-term investments .............. (955) -- (9,851)
Additions to property, plant and
equipment, net of minor disposals ............... (101,910) (89,741) (58,211)
--------- --------- ---------
Net cash used in investing activities .............. (101,792) (47,975) (45,006)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid to shareholders .............. (161,249) (159,619) (157,674)
Increase (decrease) in bank loans ................ 1,599 16,570 (7,305)
Proceeds from issuance of commercial paper ....... 63,200 -- --
Decrease in long-term debt ....................... (859) (1,380) (2,357)
Proceeds from issuance of stock
under stock option plans ........................ 4,290 4,569 15,356
Purchase of treasury stock ....................... (46,298) (134,448) (70,988)
--------- --------- ---------
Net cash used in financing activities .............. (139,317) (274,308) (222,968)
--------- --------- ---------
Effect of exchange rate changes on
cash and cash equivalents ......................... (7,534) 3,823 (15,550)
--------- --------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS ............ (52,825) (102,034) (44,376)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ..... 114,960 216,994 261,370
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ........... $ 62,135 $ 114,960 $ 216,994
========= ========= =========
See Notes to Consolidated Financial Statements
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company is the leading creator and manufacturer of flavors and
fragrances used by others to impart or improve flavor or fragrance in a wide
variety of consumer products. The Company's 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, confectionery, sweet and baked goods, and
pharmaceutical and oral care products.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and all subsidiaries.
CURRENCY TRANSLATION
The assets and liabilities of non-U.S. subsidiaries which operate in a
local currency environment are translated into U.S. dollars at year-end exchange
rates. Income and expense items are translated at average exchange rates during
the year. Cumulative translation adjustments are shown as a separate component
of shareholders' equity.
For those subsidiaries which operate in U.S. dollars, or which operate in a
highly inflationary environment, inventory and property, plant and equipment are
translated using the approximate exchange rates at the time of acquisition. All
other assets and liabilities are translated at year-end exchange rates. Except
for inventories charged to cost of goods sold and depreciation, which are
remeasured for historical rates of exchange, all income and expense items are
translated at average exchange rates during the year. Gains and losses as a
result of remeasurements are included in income.
INVENTORIES
Inventories are stated at the lower of cost (generally on an average basis)
or market.
CASH EQUIVALENTS
Highly liquid investments with maturities of three months or less at date
of purchase are considered to be cash equivalents.
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, 10 to 30 years; machinery, equipment
and software, 3 to 10 years; and leasehold improvements, the shorter of 10 years
or the remaining life of the lease.
When properties are retired or otherwise disposed of, the asset and related
accumulated depreciation are removed from the accounts and the resultant gain or
loss is included in income.
Long-lived assets are reviewed for impairment when events or changes in
business conditions indicate that their full carrying value may not be
recovered. Assets are considered to be impaired and written down to estimated
fair value if expected associated cash flows are less than the carrying amounts.
INCOME TAXES
Deferred income taxes reflect the impact of temporary differences between
the amount of assets and liabilities recognized for financial reporting purposes
and such amounts recognized for tax purposes, based on tax laws as currently
enacted. Additional taxes which would result from dividend distributions by
subsidiary companies to the parent company are provided to the extent such
dividends are anticipated. No provision is made for additional taxes on
undistributed earnings of subsidiary companies which are intended to be
permanently invested in such subsidiaries. As a result, no income tax effect is
attributable to the currency translation component of other comprehensive
income.
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
RETIREMENT BENEFITS
Current service costs of retirement plans and postretirement health care
and life insurance benefits are accrued currently. Prior service costs resulting
from improvements in these plans are amortized over periods ranging from 10 to
20 years.
FINANCIAL INSTRUMENTS
The fair value of financial instruments is determined by reference to
various market data and other valuation techniques, as appropriate. Unless
otherwise disclosed, the fair values of financial instruments approximate their
recorded values.
RISKS AND UNCERTAINTIES
The diversity of the Company's products, customers and geographic
operations significantly reduces the risk that a severe impact will occur in the
near term as a result of changes in its customer base, competition, sources of
supply or markets. It is unlikely that any one event would have a severe impact
on the Company's operating results.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses. Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Position 98-1
(SOP 98-1), Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use. SOP 98-1 establishes guidance on when costs incurred for
internal-use software are capitalized.
Effective January 1, 1999, the Company adopted Statement of Position 98-5
(SOP 98-5), Reporting on the Costs of Start-Up Activities, which is effective
for fiscal years beginning after December 15, 1998. SOP 98-5 requires that costs
of start-up activities, including organization costs, be expensed as incurred.
The impact of adopting this Standard was not material.
Statement of Financial Accounting Standards No. 133 (FAS 133), Accounting
for Derivative Instruments and Hedging Activities, was issued in June 1998. In
June 1999, the Financial Accounting Standards Board issued FAS 137 which defers
the effective date of FAS 133 to fiscal years beginning after June 15, 2000. FAS
133 establishes accounting and reporting standards for derivative instruments,
and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and
measure those instruments at fair value. The Company is currently evaluating the
Standard, and the accounting and reporting implications thereof.
NET INCOME PER SHARE
Net income per share is based on the weighted average number of shares
outstanding. A reconciliation of the number of shares used in the computations
for basic and diluted net income per share is as follows:
NUMBER OF SHARES
--------------------------------
(SHARES IN THOUSANDS) 1999 1998 1997
--------------------- ------- ------- -------
Basic EPS .......................... 105,748 107,122 109,065
Dilution under stock plans ......... 195 308 560
------- ------- -------
Diluted EPS ........................ 105,943 107,430 109,625
======= ======= =======
Net income used in the computation of basic and diluted net income per
share is not affected by the assumed issuance of stock under the Company's stock
plans.
Options to purchase 2,946,607, 2,295,667 and 944,959 shares were
outstanding in 1999, 1998 and 1997, respectively, but were not included in the
computation of diluted net income per share because the options' exercise prices
were greater than the average market price of the common shares in the
respective years.
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. NONRECURRING AND OTHER CHARGES
In June 1999, the Company announced a program to streamline the Company's
operations worldwide by improving operating efficiencies and asset utilization,
enabling significant cost savings and enhanced profitability. The program
includes the closure of selected manufacturing, distribution and sales
facilities in all geographic areas in which the Company operates. In addition,
the Company will further consolidate and align production in its remaining
manufacturing locations.
Once completed, the program will result in total pretax charges
approximating $50,000,000 ($33,000,000 after tax). The Company anticipates
realizing annual savings on completion of this program of approximately
$15,000,000; approximately $5,000,000 in savings from the program were realized
in the second half of 1999.
As a result of this program, in 1999 the Company recorded total pretax
charges of $40,900,000 ($27,200,000 after tax); non-cash charges approximated
$11,700,000.
Certain elements of the charges, relating primarily to accelerated
depreciation on assets to be disposed of, have been recognized in cost of goods
sold ($1,184,000) and selling and administrative expenses ($2,315,000). In
addition, $4,480,000 associated primarily with facility closure is included in
other income and expense. The balance of the charges, representing employee
separation and asset-related costs, are recorded as nonrecurring charges in the
Consolidated Statement of Income. Movements in the reserve resulting from the
nonrecurring charges were as follows:
EMPLOYEE- ASSET-
(DOLLARS IN THOUSANDS) RELATED RELATED TOTAL
---------------------- ------- ------ -------
Original reserve ................ $22,951 $9,997 $32,948
Utilized in 1999 ................ 13,329 8,411 21,740
------- ------ -------
Balance December 31, 1999 ....... $ 9,622 $1,586 $11,208
======= ====== =======
The balance of the reserve is expected to be utilized in 2000 in connection
with the final decommissioning and disposal of affected equipment and as
severance obligations to affected employees are satisfied. In excess of 200
employees will be affected by the program; at December 31, 1999, 170 employees
had left the Company.
Of the total pretax charges in 1999, approximately $29,400,000 were for
EAME, principally employee separation costs associated with the rationalization
of certain operations and facilities in the United Kingdom, the Netherlands and
France.
For North America, Latin America and Asia-Pacific, 1999 charges totaled
$5,600,000, $2,900,000 and $3,000,000, respectively, and relate to employee
separations and closure of operations.
During 1996, the Company undertook a program to phase out and close certain
aroma chemical operations. At December 31, 1998, unutilized reserves totaled
$2,721,000 relating to remaining decommissioning and disposal of plant
equipment, and severance obligations. At December 31, 1999, the reserves under
this program had been fully utilized; costs of completing the program
approximated the original estimate.
NOTE 3. MARKETABLE SECURITIES
Marketable securities are included in cash equivalents and short-term
investments, as appropriate. At December 31, 1999 and 1998, marketable
securities totaling $1,614,000 and $2,655,000, respectively, were available for
sale and recorded at fair value which approximated cost. Realized gains and
losses on the sale of marketable securities were not material.
NOTE 4. INVENTORIES
DECEMBER 31,
------------------------
1999 1998
-------- --------
(DOLLARS IN THOUSANDS)
Raw materials ...................... $229,896 $235,552
Work in process .................... 7,423 8,251
Finished goods ..................... 177,950 160,158
-------- --------
$415,269 $403,961
======== ========
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET
DECEMBER 31,
----------------------
1999 1998
-------- --------
(DOLLARS IN THOUSANDS)
Land ........................................ $ 34,205 $ 33,784
Buildings and improvements .................. 291,244 284,861
Machinery, equipment and software ........... 572,181 526,859
Construction in progress .................... 51,290 67,893
-------- --------
948,920 913,397
Accumulated depreciation .................... 425,004 414,613
-------- --------
$523,916 $498,784
======== ========
NOTE 6. BORROWINGS
Bank loans averaged $58,005,000 in 1999, $16,912,000 in 1998 and
$19,639,000 in 1997. The highest levels were $84,942,000 in 1999, $29,636,000 in
1998 and $28,736,000 in 1997. The 1999 weighted average annual interest rate on
these loans (based on balances outstanding at the end of each month) was
approximately 9% and the average rate on loans outstanding at December 31, 1999
was 8%. These rates compare to 8% and 7%, respectively, in 1998, and 7% and 10%,
respectively, in 1997.
At December 31, 1999, the Company had commercial paper outstanding of
$63,200,000. The average interest rate on this commercial paper was 6.0%.
Commercial paper maturities did not extend beyond March 31, 2000.
In addition, the Company maintained a revolving credit facility of
$300,000,000 as a backstop for the commercial paper program. There were no
amounts drawn on this facility at December 31, 1999. The Company compensates the
banks participating in the credit facility in the form of fees, the amounts of
which were not significant.
Long-term debt (all foreign) consists of a loan from a financial
institution with an interest rate of 2.5%, and with an original term of seven
years. Aggregate payments for the next five years of long-term debt outstanding
at December 31, 1999 are $983,000 annually through 2003 and $883,000 in 2004. At
December 31, 1999 and 1998, the estimated fair value of long-term debt, based on
borrowing rates currently available to the Company with similar terms and
maturities, approximated the recorded amount.
Cash payments for interest were $4,606,000 in 1999, $1,774,000 in 1998 and
$2,330,000 in 1997.
At December 31, 1999, the Company and its subsidiaries had available unused
lines of bank credit approximating $68,000,000.
NOTE 7. INCOME TAXES
1999 1998 1997
-------- -------- --------
(DOLLARS IN THOUSANDS)
U.S. income before taxes ......... $ 19,061 $ 54,745 $ 63,719
Foreign income before taxes ...... 224,404 256,323 276,472
-------- -------- --------
Total income before taxes ........ $243,465 $311,068 $340,191
======== ======== ========
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table shows the components of current and deferred income tax
expense by taxing jurisdiction, both domestic and foreign:
1999 1998 1997
------- -------- --------
(DOLLARS IN THOUSANDS)
Current
Federal ....................... $ 5,064 $ 4,830 $ 18,149
State and local ............... 204 578 2,210
Foreign ....................... 80,388 85,998 93,402
------- -------- --------
85,656 91,406 113,761
------- -------- --------
Deferred
Federal ....................... (8,773) 13,350 6,478
State and local ............... 546 1,847 235
Foreign ....................... 4,036 680 1,488
------- -------- --------
(4,191) 15,877 8,201
------- -------- --------
Total income taxes .............. $81,465 $107,283 $121,962
======= ======== ========
At December 31, 1999 and 1998, gross deferred tax assets were $63,900,000
and $56,000,000, respectively; gross deferred tax liabilities were $67,700,000
and $64,800,000, respectively. No valuation allowance was required for deferred
tax assets. The principal components of deferred tax assets (liabilities) were:
1999 1998
-------- --------
(DOLLARS IN THOUSANDS)
Employee and retiree benefits ................ $ 34,300 $ 33,000
Inventory .................................... 12,400 8,200
Property, plant and equipment ................ (40,500) (34,800)
Other, net ................................... (10,000) (15,200)
-------- --------
$ (3,800) $ (8,800)
======== ========
A reconciliation between the U.S. federal income tax rate and the effective
tax rate is:
1999 1998 1997
---- ---- ----
Statutory tax rate ........................... 35.0% 35.0% 35.0%
Difference in effective tax
rate on foreign earnings
and remittances ............................ (1.0) (0.5) 0.8
State and local taxes ........................ 0.2 0.5 0.5
Other, net ................................... (0.7) (0.5) (0.4)
---- ---- ----
Effective tax rate ........................... 33.5% 34.5% 35.9%
==== ==== ====
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Income taxes paid were $74,794,000 in 1999, $99,894,000 in 1998 and
$110,594,000 in 1997.
Undistributed earnings of foreign subsidiaries for which no deferred taxes
have been provided approximated $522,000,000 at December 31, 1999. Any
additional U.S. taxes payable on these foreign earnings, if remitted, would be
substantially offset by credits for foreign taxes already paid.
NOTE 8. SHAREHOLDERS' EQUITY
Transactions in treasury shares resulted in net charges to capital in
excess of par value of $1,062,000, $975,000 and $1,963,000 in 1997, 1998 and
1999, respectively.
The following table shows treasury shares acquired and, as appropriate, the
use of treasury shares for stock plans:
NUMBER
OF
SHARES AMOUNT
---------- --------
(DOLLARS IN THOUSANDS)
Balance January 1, 1997 ................ 5,790,323 $230,540
Acquisitions ........................... 1,633,034 73,869
Used for stock plans ................... (792,446) (32,512)
---------- --------
Balance December 31, 1997 .............. 6,630,911 271,897
Acquisitions ........................... 3,222,900 134,448
Used for stock plans ................... (138,036) (5,743)
---------- --------
Balance December 31, 1998 .............. 9,715,775 400,602
Acquisitions ........................... 1,268,633 46,473
Used for stock plans ................... (144,493) (5,948)
Return of restricted stock ............. 100,000 3,981
---------- --------
Balance December 31, 1999 .............. 10,939,915 $445,108
========== ========
Under an employment contract dated January 1, 1997, the Company awarded
250,000 restricted shares of the Company's common stock. Under that contract,
the restrictions would expire, subject to performance goals, over a five-year
period; compensation expense was recognized over the restricted period. As a
result of the termination of that contract, those shares for which restrictions
would have lapsed in 2000-2001 were forfeited and have been returned to treasury
stock.
Changes in the cumulative translation adjustment, included in other
comprehensive income, were (in thousands):
Balance January 1, 1997 ..................... $ 47,555
Translation adjustments ..................... (84,406)
--------
Balance December 31, 1997 ................... (36,851)
Translation adjustments ..................... 27,721
--------
Balance December 31, 1998 ................... (9,130)
Translation adjustments ..................... (48,005)
--------
Balance December 31, 1999 ................... $(57,135)
========
On February 13, 1990, the Company adopted a shareholder protection rights
agreement (the "Rights Agreement") and declared a dividend of one right on each
share of common stock outstanding on February 28, 1990 or issued thereafter.
Under the Rights Agreement, as amended, until a person or group acquired
20% or more of the Company's common stock or commenced a tender offer that would
result in such person or group owning 20% or more, the rights
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
would be evidenced by the common stock certificates, would automatically trade
with the common stock and would not be exercisable.
Thereafter, or if the Company were involved in a merger or sold more than
50% of its assets or earning power, each right entitled its holder to purchase a
certain amount of shares for a specified exercise price. Also, under certain
circumstances, the Company's Board of Directors had the option to redeem or
exchange one share of common stock for each right. The Rights Agreement expired
on February 20, 2000. On March 9, 2000, the Company adopted a new shareholder
rights protection agreement, the provisions of which are essentially identical
with those of the agreement outlined above. The new agreement will expire in
March 2010.
Dividends paid per share were $1.52, $1.48 and $1.44 in 1999, 1998 and
1997, respectively.
NOTE 9. STOCK OPTIONS
The Company has various stock option plans under which the Company's
officers, directors and key employees may be granted options to purchase the
Company's common stock at 100% of the market price on the day the option is
granted.
Except for certain options granted to foreign employees which can be
exercised immediately, options generally become exercisable no earlier than two
years from the date of grant. All options expire ten years after date of grant.
During 1999, options to purchase common stock were granted at exercise
prices ranging from $34.94 to $41.19 per share. At December 31, 1999, the price
range for shares under option was $19.30 to $49.88; options for 2,350,022 shares
were exercisable at that date. During 1999, 144,493 shares of common stock under
option were exercised at prices ranging from $19.30 to $43.25.
Stock option transactions were:
SHARES OF COMMON STOCK WEIGHTED
------------------------ AVERAGE
AVAILABLE UNDER EXERCISE
FOR OPTION OPTION PRICE
---------- --------- --------
Balance January 1, 1997 ................ 237,094 3,486,355 $39.98
Granted ................................ (781,250) 781,250 43.38
Exercised .............................. -- (542,446) 33.61
Terminated ............................. 94,485 (94,485) 39.67
1997 Plan Increase ..................... 3,500,000 -- --
--------- ---------
Balance December 31, 1997 .............. 3,050,329 3,630,674 41.67
Granted ................................ (941,000) 941,000 48.93
Exercised .............................. -- (138,036) 33.10
Terminated ............................. 397,719 (397,719) 46.26
--------- ---------
Balance December 31, 1998 .............. 2,507,048 4,035,919 43.21
Granted ................................ (846,000) 846,000 38.99
Exercised .............................. -- (144,493) 30.89
Terminated ............................. 157,252 (157,252) 45.36
Lapsed ................................. (160,296) -- --
--------- ---------
Balance December 31, 1999 .............. 1,658,004 4,580,174 $42.69
========= =========
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table summarizes information concerning currently outstanding
and exercisable options:
RANGE OF EXERCISE PRICES
------------------------
$10-$30 $30-$50
------- ---------
Number outstanding ......................... 177,548 4,402,626
Weighted average remaining
contractual life, in years ............... 0.8 6.8
Weighted average exercise price ............ $24.94 $43.41
Number exercisable ......................... 177,548 2,172,474
Weighted average exercise price ............ $24.94 $42.80
The Company applies Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting for its
plans. Had compensation cost for the Company's stock option plans been
determined based upon the fair value at the grant date, consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation, the Company's net income and basic
earnings per share would have been reduced by approximately $5,400,000 ($.05 per
share) in 1999, $4,700,000 ($.04 per share) in 1998 and $3,500,000 ($.03 per
share) in 1997. These pro forma amounts may not be representative of future
disclosures because the estimated fair value of stock options is amortized to
expense over the vesting period, and additional options may be granted in future
years.
Using the Black-Scholes option valuation model, the estimated fair values
of options granted during 1999, 1998 and 1997 were $7.65, $9.74 and $8.19,
respectively. The Black-Scholes model was developed for use in estimating the
fair value of traded options which have no vesting restrictions. In addition,
such models require the use of subjective assumptions, including expected stock
price volatility. In management's opinion, such valuation models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.
Principal assumptions used in applying the Black-Scholes model were as
follows:
1999 1998 1997
----- ----- -----
Risk-free interest rate ................. 5.7% 5.6% 6.6%
Expected life, in years ................. 5 5 5
Expected volatility ..................... 22.5% 19.5% 16.4%
Expected dividend yield ................. 3.8% 3.0% 3.3%
NOTE 10. SEGMENT INFORMATION
The Company manages its operations by major geographical area. The flavor
and fragrance divisions have similar economic and operational characteristics
including research and development, the nature of the creative and production
processes, the type of customers, and the methods by which products are
distributed. Accounting policies used for segment reporting are the same as
those described in Note 1. The Company evaluates the performance of its
geographic areas based on operating profit, excluding interest expense, other
income and expense, certain unallocated expenses, the effects of nonrecurring
items and accounting changes, and income tax expense. Transfers between
geographic areas are accounted for at prices which approximate arm's length
market prices. The North America area includes the United States and Canada, and
the EAME area includes Europe, Africa and the Middle East. Unallocated assets
are principally cash, short-term investments and other corporate assets. Certain
prior year amounts have been reclassified for comparability purposes.
24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1999 (DOLLARS IN THOUSANDS)
-----------------------------------------------------------------------
NORTH LATIN ASIA-
AMERICA EAME AMERICA PACIFIC ELIMINATIONS CONSOLIDATED
-------- -------- -------- -------- ------------ ------------
Sales to unaffiliated customers ...... $476,496 $574,835 $212,770 $175,398 $ -- $1,439,499
Transfers between areas .............. 62,432 124,927 756 13,540 (201,655) --
-------- -------- -------- -------- --------- ----------
Total sales ...................... $538,928 $699,762 $213,526 $188,938 $(201,655) $1,439,499
======== ======== ======== ======== ========= ==========
Operating profit ..................... $ 69,555 $177,643 $ 41,288 $ 31,503 $ 1,439 $ 321,428
======== ======== ======== ======== =========
Corporate and other unallocated
expenses ........................... (40,152)
Nonrecurring charges ................. (32,948)
Interest expense ..................... (5,154)
Other income (expense), net .......... 291
----------
Income before taxes on income .... $ 243,465
==========
Segment assets ....................... $519,054 $487,261 $194,140 $176,222 $ (61,314) $1,315,363
======== ======== ======== ======== =========
Unallocated assets ................... 86,132
----------
Total assets ..................... $1,401,495
==========
1998 (DOLLARS IN THOUSANDS)
-----------------------------------------------------------------------
NORTH LATIN ASIA-
AMERICA EAME AMERICA PACIFIC ELIMINATIONS CONSOLIDATED
-------- -------- -------- -------- ------------ ------------
Sales to unaffiliated customers ...... $474,481 $569,894 $211,235 $151,739 $ -- $1,407,349
Transfers between areas .............. 58,355 114,258 841 14,626 (188,080) --
-------- -------- -------- -------- --------- ----------
Total sales ...................... $532,836 $684,152 $212,076 $166,365 $(188,080) $1,407,349
======== ======== ======== ======== ========= ==========
Operating profit ..................... $ 88,727 $172,392 $ 47,005 $ 26,954 $ 170 $ 335,248
======== ======== ======== ======== =========
Corporate and other unallocated
expenses ........................... (28,494)
Interest expense ..................... (2,042)
Other income (expense), net .......... 6,356
----------
Income before taxes on income .... $ 311,068
==========
Segment assets ....................... $463,289 $509,006 $164,434 $166,915 $ (50,008) $1,253,636
======== ======== ======== ======== =========
Unallocated assets ................... 134,428
----------
Total assets ..................... $1,388,064
==========
1997 (DOLLARS IN THOUSANDS)
-----------------------------------------------------------------------
NORTH LATIN ASIA-
AMERICA EAME AMERICA PACIFIC ELIMINATIONS CONSOLIDATED
-------- -------- -------- -------- ------------ ------------
Sales to unaffiliated customers ...... $449,671 $589,308 $197,165 $190,647 $ -- $1,426,791
Transfers between areas .............. 68,188 101,922 1,205 15,789 (187,104) --
-------- -------- -------- -------- --------- ----------
Total sales ...................... $517,859 $691,230 $198,370 $206,436 $(187,104) $1,426,791
======== ======== ======== ======== ========= ==========
Operating profit ..................... $ 90,629 $186,113 $ 43,219 $ 36,663 $ (876) $ 355,748
======== ======== ======== ======== =========
Corporate and other unallocated
expenses ........................... (23,579)
Interest expense ..................... (2,420)
Other income (expense), net .......... 10,442
----------
Income before taxes on income .... $ 340,191
==========
Segment assets ....................... $416,067 $451,784 $153,698 $159,725 $ (36,356) $1,144,918
======== ======== ======== ======== =========
Unallocated assets ................... 277,343
----------
Total assets ..................... $1,422,261
==========
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CAPITAL EXPENDITURES DEPRECIATION
------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
-------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
North America ............ $ 57,306 $ 46,114 $ 13,773 $ 16,811 $ 16,774 $ 18,673
EAME ..................... 21,227 29,424 29,024 25,274 21,026 20,983
Latin America ............ 14,585 10,130 8,617 6,322 4,077 3,415
Asia-Pacific ............. 7,595 4,399 4,919 5,353 4,651 4,625
Unallocated assets ....... 3,122 1,623 2,951 2,609 2,478 2,582
-------- -------- -------- -------- -------- --------
Consolidated ......... $103,835 $ 91,690 $ 59,284 $ 56,369 $ 49,006 $ 50,278
======== ======== ======== ======== ======== ========
EAME operating profit for 1999 includes charges totaling $3,499,000
relating to accelerated depreciation on assets to be disposed. In 1999,
corporate and other unallocated expenses include approximately $6,000,000 in
costs associated with the final settlement of certain employment contracts.
Sales of fragrance products were $849,193,000, $820,149,000 and
$821,592,000 in 1999, 1998 and 1997, respectively. Sales of flavor products were
$590,306,000, $587,200,000 and $605,199,000 in 1999, 1998 and 1997,
respectively. Sales in the United States, based on the final country of
destination of the Company's products, were $434,641,000, $432,035,000 and
$407,824,000 in 1999, 1998 and 1997, respectively. No other individual country
of destination exceeded 8% of consolidated sales. Sales to the Company's largest
customer in 1999, 1998 and 1997 accounted for 10%, 11% and 11% of worldwide net
sales, respectively. Total long-lived assets consist of net property, plant and
equipment and amounted to $523,916,000, $498,784,000 and $446,509,000 at
December 31, 1999, 1998 and 1997, respectively; of the respective totals
$238,786,000, $204,430,000 and $186,888,000 were located in the United States.
No other individual country had long-lived assets that exceeded 10% of total
long-lived assets.
Net foreign exchange gains of $622,000 in 1999, $943,000 in 1998 and
$1,231,000 in 1997 are included in other income.
NOTE 11. RETIREMENT BENEFITS
The Company and most of its subsidiaries have pension and/or other
retirement benefit plans covering substantially all employees. Pension benefits
are generally based on years of service and on compensation during the final
years of employment. Plan assets consist primarily of equity securities and
corporate and government fixed income securities. Substantially all pension
benefit costs are funded as accrued; however, such funding is limited, where
applicable, to amounts deductible for income tax purposes. Certain other
retirement benefits are provided by balance sheet accruals. Contributions to
defined contribution plans are mainly determined as a percentage of profits.
In addition to pension benefits, certain health care and life insurance
benefits are provided to qualifying United States employees upon retirement from
the Company. Such coverage is provided through insurance plans with premiums
based on benefits paid. The Company does not generally provide health care and
life insurance coverage for retired employees of foreign subsidiaries; however,
such benefits are provided in most foreign countries by government-sponsored
plans, and the cost of these programs is not significant to the Company.
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Pension expense included the following components:
U.S. PLANS NON-U.S. PLANS
---------------------------------- ----------------------------------
1999 1998 1997 1999 1998 1997
-------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
Service cost for benefits earned ... $ 6,384 $ 5,886 $ 3,914 $ 6,687 $ 6,137 $ 5,819
Interest cost on projected
benefit obligation ............... 12,832 11,690 10,623 9,084 10,116 9,989
Expected return on plan assets ..... (14,614) (12,972) (11,383) (11,086) (11,980) (10,621)
Net amortization and deferrals ..... (15) (98) (231) 665 712 495
-------- -------- -------- -------- -------- --------
Defined benefit plans .............. 4,587 4,506 2,923 5,350 4,985 5,682
Defined contribution and other
retirement plans ................. 2,386 2,386 2,360 2,357 2,121 1,655
-------- -------- -------- -------- -------- --------
Total pension expense .............. $ 6,973 $ 6,892 $ 5,283 $ 7,707 $ 7,106 $ 7,337
======== ======== ======== ======== ======== ========
Expense recognized for postretirement benefits included the following
components:
1999 1998 1997
------ ------ ------
(DOLLARS IN THOUSANDS)
Service cost for benefits earned ...... $1,832 $1,505 $1,070
Interest on benefit obligation ........ 3,672 3,371 3,097
Net amortization and deferrals ........ 33 28 (9)
------ ------ ------
Total postretirement benefit expense .. $5,537 $4,904 $4,158
====== ====== ======
Changes in pension and postretirement benefit obligations were:
U.S. Pension Plans Non-U.S. Pension Plans Postretirement Benefits
---------------------- ---------------------- -----------------------
1999 1998 1999 1998 1999 1998
--------- --------- --------- --------- --------- ----------
(DOLLARS IN THOUSANDS)
Benefit obligation at beginning
of year .......................... $ 188,095 $ 158,736 $ 184,910 $ 153,758 $ 55,933 $ 46,808
Service cost for benefits earned ... 6,384 5,886 6,687 6,137 1,832 1,505
Interest cost on projected
benefit obligation ............... 12,832 11,690 9,084 10,116 3,672 3,371
Actuarial (gain) loss .............. (25,658) 18,623 (1,765) 10,999 (8,255) 5,953
Curtailments ....................... -- -- 265 -- -- --
Plan participants' contributions ... -- -- 281 88 -- --
Benefits paid ...................... (7,418) (6,840) (6,381) (6,253) (2,837) (1,704)
Translation adjustments ............ -- -- (19,325) 10,065 -- --
--------- --------- --------- --------- --------- ---------
Benefit obligation at end of year .. $ 174,235 $ 188,095 $ 173,756 $ 184,910 $ 50,345 $ 55,933
========= ========= ========= ========= ========= =========
Changes in pension plan assets were:
U.S. PLANS NON-U.S. PLANS
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Fair value of plan assets at beginning of year .. $ 236,468 $ 202,417 $ 164,803 $ 148,067
Actual return on plan assets .................... 37,593 38,044 19,005 8,341
Employer contributions .......................... 841 2,847 5,083 5,551
Plan participants' contributions ................ -- -- 281 88
Benefits paid ................................... (7,418) (6,840) (6,381) (6,253)
Translation adjustments ......................... -- -- (17,879) 9,009
--------- --------- --------- ---------
Fair value of plan assets at end of year ........ $ 267,484 $ 236,468 $ 164,912 $ 164,803
========= ========= ========= =========
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The funded status of pension and postretirement plans at December 31 was:
U.S. Pension Plans Non-U.S. Pension Plans Postretirement Benefits
---------------------- ---------------------- ----------------------
1999 1998 1999 1998 1999 1998
--------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Plan assets in excess of (less than)
projected benefit obligation ....... $ 93,249 $ 48,373 $(8,844) $(20,107) $(50,345) $(55,933)
Remaining balance of unrecognized
net (asset) liability established
at adoption of FAS 87 .............. (2,214) (2,856) 1,235 1,589 -- --
Unrecognized prior service cost ...... 4,107 4,505 5,230 6,371 161 174
Unrecognized net (gain) loss ......... (94,252) (45,384) 1,804 10,996 (1,927) 6,348
-------- -------- ------- -------- -------- --------
Net asset (liability) ................ $ 890 $ 4,638 $ (575) $ (1,151) $(52,111) $(49,411)
======== ======== ======= ======== ======== ========
Pension assets and liabilities included in the Consolidated Balance Sheet at
December 31 were:
U.S. PLANS NON-U.S. PLANS
--------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Prepaid benefit cost $ 18,875 $ 20,331 $ 5,855 $ 6,191
Accrued benefit liability (17,985) (15,693) (6,430) (7,342)
Principal weighted average actuarial assumptions used to determine the above
pension data were:
U.S. PLANS NON-U.S. PLANS
--------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Discount rate ................ 7.7% 6.7% 5.9% 5.3%
Weighted average rate of
compensation increase ...... 4.5% 4.5% 3.1% 2.8%
Long-term rate of return
on plan assets ............. 8.0% 8.0% 7.6% 7.3%
Principal actuarial assumptions used to determine the above postretirement
data were:
1999 1998
---- ----
Discount rate .......................... 7.7% 6.7%
Initial medical cost trend rate ........ 6.5% 7.0%
Ultimate medical cost trend rate ....... 5.0% 5.0%
Medical cost trend rate decreases to
ultimate rate in year ................ 2003 2003
The effect of a 1% increase in the assumed medical rate of inflation would
increase the accumulated postretirement benefit obligation, and the annual
postretirement expense, by approximately $8,624,000 and $1,259,000,
respectively; a 1% decrease in the rate would decrease the obligation and
expense by approximately $6,806,000 and $955,000, respectively.
NOTE 12. FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
The Company uses forward exchange contracts to reduce its exposure to
fluctuations in foreign currency exchange rates. These contracts, the
counterparties to which are major international financial institutions,
generally involve the exchange of one currency for a second currency at a future
date, and have maturities which do not exceed six months. Gains and losses on
such contracts are recognized in income as incurred, effectively offsetting the
losses and gains on the foreign currency transactions that are hedged. At
December 31, 1999 and 1998, the value of outstanding foreign currency exchange
contracts was not material.
The Company has no significant concentrations of risk in financial
instruments. Temporary cash investments are made in a well-diversified portfolio
of high-quality, liquid obligations of government, corporate and financial
institutions. There are also limited concentrations of credit risk with respect
to trade receivables because of the large number of customers spread across many
industries and geographic areas.
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
NOTE 13. CONTINGENT LIABILITIES
There are various lawsuits and claims pending against the Company.
Management believes that any liability resulting from those actions or claims
will not have a material adverse effect on the Company's financial condition,
results of operations or liquidity.
NOTE 14. SUBSEQUENT EVENTS
In January 2000, in connection with the Company's program to streamline
operations, the Company initiated a Voluntary Retirement Incentive Program for
United States-based employees meeting certain eligibility requirements. Those
eligible employees electing to take the incentive will receive additional
credit, for pension purposes, in terms of age and years of service, as well as
certain other benefits. It is expected that the early retirement plan will
result in a charge to 2000 earnings of approximately $10,000,000.
29
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
INTERNATIONAL FLAVORS & FRAGRANCES INC.
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of International Flavors & Fragrances Inc. and its subsidiaries at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
1301 Avenue of the Americas
New York, New York 10019
January 27, 2000
30
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) See Item 8 on page 12.
(b) No report on Form 8-K was filed during the last quarter of the year
ended December 31, 1999.
(c) Exhibits.
(d) Not applicable.
NUMBER
------
2 Not applicable.
3 Restated Certificate of Incorporation of Registrant,
incorporated by reference to Exhibit 3 to Registrant's Report
on Form 10-K for fiscal year ended December 31, 1993 (File No.
1-4858).
3(b) By-laws of Registrant, incorporated by reference to Exhibit
3(b) to Registrant's Report on Form 10-K for fiscal year ended
December 31, 1993 (File No. 1-4858).
3(c) Amendment to By-laws adopted December 12, 1996, incorporated
by reference to Exhibit 3(c) to Registrant's Report on Form
10-K for the fiscal year ended December 31, 1996 (File No.
1-4858).
3(d) Amendment to By-laws adopted May 8, 1997, incorporated by
reference to Exhibit 3(a) to Registrant's Report on Form 10-Q
dated August 13, 1997 (File No. 1-4858).
3(e) Amendments to By-laws adopted March 10, 1998, incorporated by
reference to Exhibit 3(a) to Registrant's Report on Form 10-Q
dated May 14, 1998 (File No. 1-4858).
3(f) Amendments to By-laws adopted January 27, 2000 and December
14, 1999.
4(a) Shareholder Protection Rights Agreement dated as of February
20, 1990 between Registrant and The Bank of New York, as
Rights Agent, incorporated by reference to Exhibit 4(a) to
Registrant's Report on Form 10-Q dated May 14, 1997 (File No.
1-4858).
4(b) Amendment No. 1 dated as of April 6, 1990 to Shareholder
Protection Rights Agreement, incorporated by reference to
Exhibit 4(b) to Registrant's Report on Form 10-Q dated May 14,
1997 (File No. 1-4858).
4(c) Amendment No. 2 dated as of March 8, 1994 to Shareholder
Protection Rights Agreement, incorporated by reference to
Exhibit 4(c) to Registrant's Report on Form 10-K for fiscal
year ended December 31, 1993 (File No. 1-4858).
4(cc) Amended and Restated Shareholder Protection Rights Agreement
dated as of September 25, 1998, incorporated by reference to
Exhibit (4) to Registrant's Report on Form 8-K dated September
25, 1998.
4(ccc) First Amendment dated as of March 9, 1999 to the Amended and
Restated Shareholder Protection Rights Agreement, incorporated
by reference to Exhibit 4(ccc) to Registrant's Report on Form
10-K for the fiscal year ended December 31, 1999 (File No.
1-4858).
4(d) Specimen certificates of Registrant's Common Stock bearing
legend notifying of Shareholder Protection Rights Agreement,
incorporated by reference to Exhibit 4(d) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
9 Not applicable.
10(a) Agreement dated as of January 1, 1997 between Registrant and
Eugene P. Grisanti, Chairman and President of Registrant,
incorporated by reference to Exhibit 10(a) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(b) Form of Executive Severance Agreement approved by Registrant's
Board of Directors on February 14, 1989 incorporated by
reference to Exhibit 10(b) to Registrant's Report on Form 10-Q
dated May 14, 1997 (File No. 1-4858).
10(c) Registrant's Executive Death Benefit Plan effective July 1,
1990, incorporated by reference to Exhibit 10(c) to
Registrant's Report on Form 10-Q dated May 14, 1997 (File No.
1-4858).
10(d) Supplemental Retirement Investment Plan adopted by
Registrant's Board of Directors on November 14, 1989
incorporated by reference to Exhibit 10(d) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
31
NUMBER
------
10(e) Supplemental Retirement Plan adopted by Board of Directors on
October 29, 1986, incorporated by reference to Exhibit 10(e)
to Registrant's Report on Form 10-Q dated May 14, 1997 (File
No. 1-4858).
10(f) Restated Management Incentive Compensation Plan of Registrant,
incorporated by reference to Exhibit A to the Registrant's
Proxy Statement dated March 28, 1995 (File No. 1-4858).
10(ff) 2000 Stock Award and Incentive Plan adopted by Registrant's
Board of Directors on March 9, 2000, incorporated by reference
to the Registrant's Proxy Statement dated March 29, 2000 (File
No. 1-4858).
10(h) Stock Option Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10(h) to Registrant's Report on Form 10-Q
dated May 14, 1997 (File No. 1-4858).
10(hh) 2000 Stock Option Plan for Non-Employee Directors adopted by
Registrant's Board of Directors on February 8, 2000,
incorporated by reference to the Registrant's Proxy Statement
dated March 29, 2000 (File No. 1-4858).
10(i) Registrant's Directors' Deferred Compensation Plan adopted by
Registrant's Board of Directors on September 15, 1981,
incorporated by reference to Exhibit 10(i) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(j) Director Charitable Contribution Program adopted by the Board
of Directors on February 14, 1995 incorporated by reference to
Exhibit 10(j) to Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 1-4858).
10(k) 364-day Credit Agreement dated as of June 1, 1999 among
Registrant as Borrower, certain Initial Lenders, Citibank,
N.A. as Agent and Salomon Smith Barney Inc. as Arranger,
incorporated by reference to Exhibit 10(a) to Registrant's
Report on Form 10-Q dated August 13, 1999 (File No. 1-4858).
10(l) 1997 Employee Stock Option Plan, incorporated by reference to
Exhibit A to the Registrant's Proxy Statement dated March 27,
1997 (File No. 1-4858).
10(ll) Amendments to 1997 Employee Stock Option Plan adopted by
Registrant's Board of Directors on February 8, 2000.
10(m) Agreement dated July 27, 1998 between Registrant and Stuart R.
Maconochie, Vice-President of Registrant, incorporated by
reference to Exhibit 10(b) to Registrant's Report on Form 10-Q
dated November 13, 1998 (File No. 1-4858).
10(n) Agreement dated June 23, 1998 between Registrant and Carlos A.
Lobbosco, Vice-President of Registrant, incorporated by
reference to Exhibit 10(a) to Registrant's Report on Form 10-Q
dated November 13, 1998 (File No. 1-4858).
10(o) Agreement dated as of October 1, 1999 between Registrant and
Carlos A. Lobbosco, Vice-President of Registrant.
11 Not applicable.
12 Not applicable.
13 Not applicable.
16 Not applicable.
18 Not applicable.
21 List of Principal Subsidiaries. See page E-1 of this
Form 10-K.
22 Not applicable.
23 Consent of PricewaterhouseCoopers LLP. See page 34 of this
Form 10-K.
24 Powers of Attorney authorizing George Rowe, Jr. and Stephen A.
Block to sign this report and amendments thereto on behalf of
certain directors and officers of the Registrant.
27 Financial Data Schedule (EDGAR version only).
28 Not applicable.
99 None.
32
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(REGISTRANT)
By /s/ DOUGLAS J. WETMORE
------------------------------------------
DOUGLAS J. WETMORE
VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER
Dated: March 30, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED:
PRINCIPAL EXECUTIVE OFFICER:
RICHARD M. FURLAUD
Chairman of the Board
and Chief Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
By /S/ STEPHEN A. BLOCK
-----------------------------
DOUGLAS J. WETMORE STEPHEN A. BLOCK
Vice-President and Chief Financial Officer ATTORNEY-IN-FACT
and Director
DIRECTORS:
MARGARET HAYES ADAME
ROBERT G. CORBETT March 30, 2000
ROBIN CHANDLER DUKE
PETER A. GEORGESCU
CARLOS A. LOBBOSCO
GEORGE ROWE, JR.
HENRY P. VAN AMERINGEN
WILLIAM D. VAN DYKE, III
ORIGINAL POWERS OF ATTORNEY AUTHORIZING GEORGE ROWE, JR. AND STEPHEN A.
BLOCK, AND EACH OF THEM, TO SIGN THIS REPORT ON BEHALF OF CERTAIN DIRECTORS AND
OFFICERS OF THE REGISTRANT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
33
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-59689, No. 33-66756 and No. 33-47856) and the
Registration Statement on Form S-8 (No. 33-54423) of International Flavors &
Fragrances Inc. of our report dated January 27, 2000 relating to the financial
statements and financial statement schedules, which appears on page 30 of this
Form 10-K.
PRICEWATERHOUSECOOPERS LLP
1301 Avenue of the Americas
New York, New York 10019
March 27, 2000
34
SCHEDULE II
INTERNATIONAL FLAVORS & FRAGRANCES INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS OF DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 1999
ADDITIONS TRANS-
BALANCE AT CHARGED TO LATION BALANCE
BEGINNING COSTS AND ACCOUNTS ADJUST- AT END
OF PERIOD EXPENSES WRITTEN OFF MENTS OF PERIOD
------ ------ ------ ------- -------
Allowance for doubtful accounts ............. $9,517 $1,645 $ 668 ($ 481) $10,013
====== ====== ====== ====== =======
FOR THE YEAR ENDED DECEMBER 31, 1998
ADDITIONS TRANS-
BALANCE AT CHARGED TO LATION BALANCE
BEGINNING COSTS AND ACCOUNTS ADJUST- AT END
OF PERIOD EXPENSES WRITTEN OFF MENTS OF PERIOD
------ ------ ------ ------- -------
Allowance for doubtful accounts ............. $8,101 $2,228 $1,053 $ 241 $ 9,517
====== ====== ====== ====== =======
FOR THE YEAR ENDED DECEMBER 31, 1997
ADDITIONS TRANS-
BALANCE AT CHARGED TO LATION BALANCE
BEGINNING COSTS AND ACCOUNTS ADJUST- AT END
OF PERIOD EXPENSES WRITTEN OFF MENTS OF PERIOD
------ ------ ------ ------- -------
Allowance for doubtful accounts ............. $8,733 $1,506 $1,304 ($ 834) $ 8,101
====== ====== ====== ====== =======
S-1
EXHIBIT 21
LIST OF REGISTRANT'S PRINCIPAL SUBSIDIARIES
There is furnished below a list of the principal subsidiaries of
Registrant. All the voting stock of each subsidiary, other than directors'
qualifying shares, if any, is wholly owned by Registrant or a subsidiary of
Registrant, except that International Flavors & Fragrances I.F.F. (France)
S.a.r.1. is owned 70% by International Flavors & Fragrances I.F.F. (Nederland)
B.V. and 30% by Registrant, I.F.F. Essencias e Fragrancias Ltda. is owned 63% by
Registrant and 37% by International Flavors & Fragrances I.F.F. (Nederland)
B.V., and International Flavours & Fragrances I.F.F. (Great Britain) Ltd. is
owned 49% by International Flavors & Fragrances I.F.F. (Nederland) B.V. and 51%
by Aromatics Holdings Limited.
ORGANIZED UNDER
NAME OF COMPANY LAWS OF
--------------- ---------------
International Flavors & Fragrances Inc. ...................................... New York
International Flavors & Fragrances I.F.F. (Nederland) B.V. ................. The Netherlands
Aromatics Holdings Limited ............................................... Ireland
IFF-Benicarlo, S.A. .................................................. Spain
International Flavours & Fragrances (China) Ltd. ..................... China
Irish Flavours and Fragrances Limited ................................ Ireland
International Flavours & Fragrances I.F.F. (Great Britain) Ltd. ...... England
International Flavors & Fragrances I.F.F. (Italia) S.r.l. ............ Italy
International Flavors & Fragrances I.F.F. (Deutschland)
G.m.b.H. ............................................................... Germany
International Flavors & Fragrances I.F.F. (Switzerland) A.G. ............. Switzerland
International Flavors & Fragrances I.F.F. (France) S.a.r.l. .............. France
International Flavors & Fragrances (Hong Kong) Ltd. ...................... Hong Kong
International Flavors & Fragrances (Japan) Ltd. .......................... Japan
International Flavors & Fragrances S.A.C.I. ................................ Argentina
I.F.F. Essencias e Fragrancias Ltda. ....................................... Brazil
International Flavours & Fragrances (Australia) Pty. Ltd. .................. Australia
P.T. Essence Indonesia ..................................................... Indonesia
International Flavors & Fragrances (Mexico) S.A. de C.V. ................... Mexico
International Flavors & Fragrances I.F.F. (Espana) S.A. .................... Spain
ALVA Insurance Limited ..................................................... Bermuda
E-1
EXHIBIT INDEX
EXHIBIT
-------
2 Not applicable.
3 Restated Certificate of Incorporation of Registrant,
incorporated by reference to Exhibit 3 to Registrant's Report
on Form 10-K for fiscal year ended December 31, 1993 (File No.
1-4858).
3(b) By-laws of Registrant, incorporated by reference to Exhibit
3(b) to Registrant's Report on Form 10-K for fiscal year ended
December 31, 1993 (File No. 1-4858).
3(c) Amendment to By-laws adopted December 12, 1996, incorporated
by reference to Exhibit 3(c) to Registrant's Report on Form
10-K for the fiscal year ended December 31, 1996 (File No.
1-4858).
3(d) Amendment to By-laws adopted May 8, 1997, incorporated by
reference to Exhibit 3(a) to Registrant's Report on Form 10-Q
dated August 13, 1997 (File No. 1-4858).
3(e) Amendments to By-laws adopted March 10, 1998, incorporated by
reference to Exhibit 3(a) to Registrant's Report on Form 10-Q
dated May 14, 1998 (File No. 1-4858).
3(f) Amendments to By-laws adopted January 27, 2000 and December
14, 1999.
4(a) Shareholder Protection Rights Agreement dated as of February
20, 1990 between Registrant and The Bank of New York, as
Rights Agent, incorporated by reference to Exhibit 4(a) to
Registrant's Report on Form 10-Q dated May 14, 1997 (File No.
1-4858).
4(b) Amendment No. 1 dated as of April 6, 1990 to Shareholder
Protection Rights Agreement, incorporated by reference to
Exhibit 4(b) to Registrant's Report on Form 10-Q dated May 14,
1997 (File No. 1-4858).
4(c) Amendment No. 2 dated as of March 8, 1994 to Shareholder
Protection Rights Agreement, incorporated by reference to
Exhibit 4(c) to Registrant's Report on Form 10-K for fiscal
year ended December 31, 1993 (File No. 1-4858).
4(cc) Amended and Restated Shareholder Protection Rights Agreement
dated as of September 25, 1998, incorporated by reference to
Exhibit (4) to Registrant's Report on Form 8-K dated September
25, 1998.
4(ccc) First Amendment dated as of March 9, 1999 to the Amended and
Restated Shareholder Protection Rights Agreement, incorporated
by reference to Exhibit 4(ccc) to Registrant's Report on Form
10-K for the fiscal year ended December 31, 1999 (File No.
1-4858).
4(d) Specimen certificates of Registrant's Common Stock bearing
legend notifying of Shareholder Protection Rights Agreement,
incorporated by reference to Exhibit 4(d) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
9 Not applicable.
10(a) Agreement dated as of January 1, 1997 between Registrant and
Eugene P. Grisanti, Chairman and President of Registrant,
incorporated by reference to Exhibit 10(a) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(b) Form of Executive Severance Agreement approved by Registrant's
Board of Directors on February 14, 1989 incorporated by
reference to Exhibit 10(b) to Registrant's Report on Form 10-Q
dated May 14, 1997 (File No. 1-4858).
10(c) Registrant's Executive Death Benefit Plan effective July 1,
1990, incorporated by reference to Exhibit 10(c) to
Registrant's Report on Form 10-Q dated May 14, 1997 (File No.
1-4858).
10(d) Supplemental Retirement Investment Plan adopted by
Registrant's Board of Directors on November 14, 1989
incorporated by reference to Exhibit 10(d) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
EXHIBIT
-------
10(e) Supplemental Retirement Plan adopted by Board of Directors on
October 29, 1986, incorporated by reference to Exhibit 10(e)
to Registrant's Report on Form 10-Q dated May 14, 1997 (File
No. 1-4858).
10(f) Restated Management Incentive Compensation Plan of Registrant,
incorporated by reference to Exhibit A to the Registrant's
Proxy Statement dated March 28, 1995 (File No. 1-4858).
10(ff) 2000 Stock Award and Incentive Plan adopted by Registrant's
Board of Directors on March 9, 2000, incorporated by reference
to the Registrant's Proxy Statement dated March 29, 2000 (File
No. 1-4858).
10(h) Stock Option Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10(h) to Registrant's Report on Form 10-Q
dated May 14, 1997 (File No. 1-4858).
10(hh) 2000 Stock Option Plan for Non-Employee Directors adopted by
Registrant's Board of Directors on February 8, 2000,
incorporated by reference to the Registrant's Proxy Statement
dated March 29, 2000 (File No. 1-4858).
10(i) Registrant's Directors' Deferred Compensation Plan adopted by
Registrant's Board of Directors on September 15, 1981,
incorporated by reference to Exhibit 10(i) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(j) Director Charitable Contribution Program adopted by the Board
of Directors on February 14, 1995 incorporated by reference to
Exhibit 10(j) to Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 1-4858).
10(k) 364-day Credit Agreement dated as of June 1, 1999 among
Registrant as Borrower, certain Initial Lenders, Citibank,
N.A. as Agent and Salomon Smith Barney Inc. as Arranger,
incorporated by reference to Exhibit 10(a) to Registrant's
Report on Form 10-Q dated August 13, 1999 (File No. 1-4858).
10(l) 1997 Employee Stock Option Plan, incorporated by reference to
Exhibit A to the Registrant's Proxy Statement dated March 27,
1997 (File No. 1-4858).
10(ll) Amendments to 1997 Employee Stock Option Plan adopted by
Registrant's Board of Directors on February 8, 2000.
10(m) Agreement dated July 27, 1998 between Registrant and Stuart R.
Maconochie, Vice-President of Registrant, incorporated by
reference to Exhibit 10(b) to Registrant's Report on Form 10-Q
dated November 13, 1998 (File No. 1-4858).
10(n) Agreement dated June 23, 1998 between Registrant and Carlos A.
Lobbosco, Vice-President of Registrant, incorporated by
reference to Exhibit 10(a) to Registrant's Report on Form 10-Q
dated November 13, 1998 (File No. 1-4858).
10(o) Agreement dated as of October 1, 1999 between Registrant and
Carlos A. Lobbosco, Vice-President of Registrant.
11 Not applicable.
12 Not applicable.
13 Not applicable.
16 Not applicable.
18 Not applicable.
21 List of Principal Subsidiaries. See page E-1 of this
Form 10-K.
22 Not applicable.
23 Consent of PricewaterhouseCoopers LLP. See page 34 of this
Form 10-K.
24 Powers of Attorney authorizing George Rowe, Jr. and Stephen A.
Block to sign this report and amendments thereto on behalf of
certain directors and officers of the Registrant.
27 Financial Data Schedule (EDGAR version only).
28 Not applicable.
99 None.