SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 30, 2008
-----------------------------
INTERNATIONAL FLAVORS & FRAGRANCES INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
-----------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of International Flavors & Fragrances Inc. ("IFF" or the "Company") dated
January 30, 2008 reporting IFF's financial results for the quarter and year
ended December 31, 2007.
Non-GAAP financial measures: To supplement the Company's financial results
presented in accordance with U.S. Generally Accepted Accounting Principles
("GAAP"), the Company uses, and has also included in the attached press release
and as part of its web cast, certain non-GAAP financial measures. These non-GAAP
financial measures should not be considered in isolation, or as a substitute
for, or superior to, financial measures calculated in accordance with GAAP.
These non-GAAP financial measures as disclosed by the Company may also be
calculated differently from similar measures disclosed by other companies. To
ease the use and understanding of our supplemental non-GAAP financial measures,
the Company includes the most directly comparable GAAP financial measure.
The Company discloses, and management internally monitors, the sales performance
of international operations on a basis that eliminates the positive or negative
effects that result from translating foreign currency sales into U.S. dollars.
Management uses this constant dollar measure because it believes that it
enhances management's and our investors' assessment of the sales performance of
the Company's international operations and comparability between reporting
periods.
The Company uses certain non-GAAP financial operating measures in connection
with the fourth quarter results which exclude, as applicable, (i) gain on
dispositions of assets in each of the 2007 and 2006 periods, (ii) restructuring
charge in the 2006 period, and (iii) benefit of a favorable tax ruling in the
2006 period, relating to years prior to 2006.
In connection with the full year results, the Company uses certain non-GAAP
financial operating measures which exclude (i) gains on disposition of assets in
2007 (ii) a 2007 curtailment charge resulting from changes made to the Company's
U.S. defined benefit pension plan, (iii) benefit of a favorable tax ruling in
each of the 2007 and 2006 periods, (iv) Other income in 2006 that primarily
consists of gains on asset disposals, (v) a 2006 insurance recovery relating to
a product contamination issue and (vi) restructuring charges in 2006. Management
uses these financial measures in preparing operating plans, evaluating actual
performance, assessing historical performance over reporting periods, assessing
management performance, and assessing operating performance against other
companies. This information may also aid investors in further understanding and
evaluating the Company's period to period operating performance and financial
results. A material limitation of these financial measures is that such measures
do not reflect actual GAAP amounts, an asset disposition gain and an insurance
recovery include actual cash inflows; restructuring charges include in part
actual cash outlays; and benefits from favorable tax rulings reflect actual
accounting and cash benefit realized. Management compensates for these
limitations by clarifying that these measures are only one operating metric used
for internal financial analysis and planning purposes and should not be
considered in isolation, and by providing the directly comparable GAAP financial
measure.
1
The Company also uses a non-GAAP effective tax rate which excludes the benefit
of the favorable tax ruling in the 2006 fourth quarter, and for each of the 2007
and 2006 full years excludes the benefit of the favorable tax ruling in each of
the 2007 and 2006 periods. The Company uses these non-GAAP financial measures
which exclude the benefit of these favorable tax rulings because, given the
unique nature of these benefits, including information without the impact of
these tax benefits may be more representative of the Company's effective tax
rate and may assist investors in evaluating the Company's period to period
effective tax rate, in a manner consistent with how management evaluates this
financial measure. A material limitation of this financial measure is that tax
benefits reflect actual accounting and cash benefits realized and do not reflect
the actual GAAP amount. Management compensates for such limitation by clarifying
that this measure is only one operating metric and is used for internal
financial analysis and planning purposes and should not be considered in
isolation, and by providing the directly comparable GAAP financial measure.
The Company also uses a non-GAAP financial measure which excludes the effect in
2005 of the American Jobs Creation Act of 2004 (AJCA). Management believes that
given the unique nature of this item, including this information without the
impact of such repatriation, is more representative of the Company's operational
performance and effective tax rate and may assist investors in evaluating the
Company's period to period financial results, in a manner consistent with how
management has evaluated such performance.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of International Flavors & Fragrances Inc., dated
January 30, 2008.
2
SIGNATURE
Pursuant to the requirements 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.
Dated: January 30, 2008 By: /s/ Douglas J. Wetmore
--------------------------------
Name: Douglas J. Wetmore
Title: Senior Vice President and
Chief Financial Officer
3