þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
New York
|
|
13-1432060
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
þ
|
Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
¨
|
|
1
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
272,276
|
|
|
$
|
478,573
|
|
Trade receivables (net of allowances of $8,217 and $9,147, respectively)
|
|
569,608
|
|
|
493,768
|
|
||
Inventories: Raw materials
|
|
284,503
|
|
|
275,161
|
|
||
Work in process
|
|
19,338
|
|
|
17,705
|
|
||
Finished goods
|
|
285,622
|
|
|
275,863
|
|
||
Total Inventories
|
|
589,463
|
|
|
568,729
|
|
||
Deferred income taxes
|
|
12,586
|
|
|
27,709
|
|
||
Prepaid expenses and other current assets
|
|
194,818
|
|
|
141,248
|
|
||
Total Current Assets
|
|
1,638,751
|
|
|
1,710,027
|
|
||
Property, plant and equipment, at cost
|
|
1,779,422
|
|
|
1,766,746
|
|
||
Accumulated depreciation
|
|
(1,070,520
|
)
|
|
(1,046,478
|
)
|
||
|
|
708,902
|
|
|
720,268
|
|
||
Goodwill
|
|
932,307
|
|
|
675,484
|
|
||
Other intangible assets, net
|
|
323,054
|
|
|
76,557
|
|
||
Deferred income taxes
|
|
179,447
|
|
|
183,047
|
|
||
Other assets
|
|
129,224
|
|
|
129,238
|
|
||
Total Assets
|
|
$
|
3,911,685
|
|
|
$
|
3,494,621
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Bank borrowings and overdrafts and current portion of long-term debt
|
|
$
|
133,056
|
|
|
$
|
8,090
|
|
Accounts payable
|
|
254,344
|
|
|
216,038
|
|
||
Accrued payroll and bonus
|
|
55,228
|
|
|
71,264
|
|
||
Dividends payable
|
|
44,995
|
|
|
37,968
|
|
||
Other current liabilities
|
|
199,697
|
|
|
185,448
|
|
||
Total Current Liabilities
|
|
687,320
|
|
|
518,808
|
|
||
Long-term debt
|
|
1,057,992
|
|
|
934,232
|
|
||
Deferred gains
|
|
44,154
|
|
|
46,535
|
|
||
Retirement liabilities
|
|
354,507
|
|
|
354,333
|
|
||
Other liabilities
|
|
171,563
|
|
|
118,024
|
|
||
Total Other Liabilities
|
|
1,628,216
|
|
|
1,453,124
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
|
||||
Common stock 12 1/2¢ par value; authorized 500,000,000 shares; issued 115,858,190 shares as of September 30, 2015 and December 31, 2014 and outstanding 80,356,014 and 80,777,590 shares as of September 30, 2015 and December 31, 2014
|
|
14,470
|
|
|
14,470
|
|
||
Capital in excess of par value
|
|
136,786
|
|
|
140,008
|
|
||
Retained earnings
|
|
3,569,911
|
|
|
3,350,734
|
|
||
Accumulated other comprehensive loss
|
|
(611,636
|
)
|
|
(540,430
|
)
|
||
Treasury stock, at cost - 35,502,176 shares as of September 30, 2015 and 35,080,600 shares as of December 31, 2014
|
|
(1,517,659
|
)
|
|
(1,446,221
|
)
|
||
Total Shareholders’ Equity
|
|
1,591,872
|
|
|
1,518,561
|
|
||
Noncontrolling interest
|
|
4,277
|
|
|
4,128
|
|
||
Total Shareholders’ Equity including noncontrolling interest
|
|
1,596,149
|
|
|
1,522,689
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$
|
3,911,685
|
|
|
$
|
3,494,621
|
|
|
2
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
|
$
|
765,092
|
|
|
$
|
773,813
|
|
|
$
|
2,307,540
|
|
|
$
|
2,332,451
|
|
Cost of goods sold
|
|
417,966
|
|
|
433,702
|
|
|
1,269,097
|
|
|
1,298,281
|
|
||||
Gross profit
|
|
347,126
|
|
|
340,111
|
|
|
1,038,443
|
|
|
1,034,170
|
|
||||
Research and development expenses
|
|
62,750
|
|
|
63,701
|
|
|
188,725
|
|
|
191,635
|
|
||||
Selling and administrative expenses
|
|
127,663
|
|
|
123,212
|
|
|
382,560
|
|
|
379,864
|
|
||||
Restructuring and other charges, net
|
|
—
|
|
|
608
|
|
|
(170
|
)
|
|
912
|
|
||||
Operating profit
|
|
156,713
|
|
|
152,590
|
|
|
467,328
|
|
|
461,759
|
|
||||
Interest expense
|
|
11,855
|
|
|
10,968
|
|
|
34,357
|
|
|
34,048
|
|
||||
Other expense (income), net
|
|
1,959
|
|
|
(563
|
)
|
|
(3,315
|
)
|
|
(3,761
|
)
|
||||
Income before taxes
|
|
142,899
|
|
|
142,185
|
|
|
436,286
|
|
|
431,472
|
|
||||
Taxes on income
|
|
36,452
|
|
|
34,770
|
|
|
96,206
|
|
|
107,064
|
|
||||
Net income
|
|
106,447
|
|
|
107,415
|
|
|
340,080
|
|
|
324,408
|
|
||||
Other comprehensive income (loss), after tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(48,368
|
)
|
|
(25,046
|
)
|
|
(81,326
|
)
|
|
(26,872
|
)
|
||||
(Losses) gains on derivatives qualifying as hedges
|
|
(12,498
|
)
|
|
5,748
|
|
|
(6,381
|
)
|
|
7,806
|
|
||||
Pension and postretirement net liability
|
|
5,478
|
|
|
3,951
|
|
|
16,501
|
|
|
12,716
|
|
||||
Other comprehensive loss
|
|
(55,388
|
)
|
|
(15,347
|
)
|
|
(71,206
|
)
|
|
(6,350
|
)
|
||||
Total comprehensive income
|
|
$
|
51,059
|
|
|
$
|
92,068
|
|
|
$
|
268,874
|
|
|
$
|
318,058
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
|
$
|
1.32
|
|
|
$
|
1.32
|
|
|
$
|
4.20
|
|
|
$
|
3.98
|
|
Net income per share - diluted
|
|
$
|
1.31
|
|
|
$
|
1.31
|
|
|
$
|
4.18
|
|
|
$
|
3.95
|
|
Average number of shares outstanding - basic
|
|
80,330
|
|
|
80,942
|
|
|
80,602
|
|
|
80,981
|
|
||||
Average number of shares outstanding - diluted
|
|
80,737
|
|
|
81,508
|
|
|
81,052
|
|
|
81,556
|
|
||||
Dividends declared per share
|
|
$
|
0.56
|
|
|
$
|
0.47
|
|
|
$
|
1.50
|
|
|
$
|
1.25
|
|
|
3
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
340,080
|
|
|
$
|
324,408
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
65,099
|
|
|
68,678
|
|
||
Deferred income taxes
|
|
13,134
|
|
|
7,496
|
|
||
Gain on disposal of assets
|
|
(341
|
)
|
|
(2,351
|
)
|
||
Stock-based compensation
|
|
18,355
|
|
|
19,627
|
|
||
Pension contributions
|
|
(61,125
|
)
|
|
(34,493
|
)
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Trade receivables
|
|
(108,563
|
)
|
|
(47,929
|
)
|
||
Inventories
|
|
(31,655
|
)
|
|
(21,609
|
)
|
||
Accounts payable
|
|
54,482
|
|
|
(2,459
|
)
|
||
Accruals for incentive compensation
|
|
(13,781
|
)
|
|
(45,482
|
)
|
||
Other current payables and accrued expenses
|
|
34,585
|
|
|
(977
|
)
|
||
Other assets/liabilities, net
|
|
(15,575
|
)
|
|
52,594
|
|
||
Net cash provided by operating activities
|
|
294,695
|
|
|
317,503
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Cash paid for acquisitions, net of cash received (including $15 million of contingent consideration related to the Aromor acquisition in 2014)
|
|
(493,469
|
)
|
|
(102,500
|
)
|
||
Additions to property, plant and equipment
|
|
(66,632
|
)
|
|
(97,820
|
)
|
||
Proceeds from life insurance contracts
|
|
868
|
|
|
17,750
|
|
||
Maturity of net investment hedges
|
|
9,735
|
|
|
(472
|
)
|
||
Proceeds from disposal of assets
|
|
3,431
|
|
|
2,506
|
|
||
Net cash used in investing activities
|
|
(546,067
|
)
|
|
(180,536
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Cash dividends paid to shareholders
|
|
(113,875
|
)
|
|
(95,113
|
)
|
||
Net change in bank borrowings and overdrafts
|
|
—
|
|
|
8,926
|
|
||
Deferred financing costs
|
|
—
|
|
|
(1,023
|
)
|
||
Repayments of debt
|
|
(30,000
|
)
|
|
—
|
|
||
Proceeds from issuance or drawdown of long-term debt
|
|
279,998
|
|
|
4,100
|
|
||
Proceeds from issuance of stock under stock plans
|
|
288
|
|
|
1,361
|
|
||
Excess tax benefits on stock-based payments
|
|
11,704
|
|
|
6,080
|
|
||
Purchase of treasury stock
|
|
(81,237
|
)
|
|
(52,453
|
)
|
||
Net cash provided by (used in) financing activities
|
|
66,878
|
|
|
(128,122
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(21,803
|
)
|
|
(9,514
|
)
|
||
Net change in cash and cash equivalents
|
|
(206,297
|
)
|
|
(669
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
478,573
|
|
|
405,505
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
272,276
|
|
|
$
|
404,836
|
|
Interest paid, net of amounts capitalized
|
|
$
|
42,871
|
|
|
$
|
26,407
|
|
Income taxes paid
|
|
$
|
71,167
|
|
|
$
|
63,007
|
|
|
4
|
|
|
5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(SHARES IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Basic
|
80,330
|
|
|
80,942
|
|
|
80,602
|
|
|
80,981
|
|
Assumed dilution under stock plans
|
407
|
|
|
566
|
|
|
450
|
|
|
575
|
|
Diluted
|
80,737
|
|
|
81,508
|
|
|
81,052
|
|
|
81,556
|
|
|
6
|
|
(DOLLARS IN THOUSANDS)
|
Employee-Related Costs
|
|
Other
|
|
Total
|
||||||
December 31, 2014
|
$
|
759
|
|
|
$
|
—
|
|
|
$
|
759
|
|
Additional charges (reversals), net
|
(357
|
)
|
|
187
|
|
|
(170
|
)
|
|||
Payments and other costs
|
(282
|
)
|
|
(187
|
)
|
|
(469
|
)
|
|||
September 30, 2015
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
September 30,
|
|
December 31,
|
||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Gross carrying value
(1)
|
$
|
475,473
|
|
|
$
|
218,676
|
|
Accumulated amortization
|
(152,419
|
)
|
|
(142,119
|
)
|
||
Total
|
$
|
323,054
|
|
|
$
|
76,557
|
|
(1)
|
Includes patents, trademarks, technological know-how and other intellectual property, valued at acquisition.
|
|
7
|
|
(DOLLARS IN THOUSANDS)
|
Rate
|
|
Maturities
|
|
September 30, 2015
|
|
December 31, 2014
|
|||||
Senior notes - 2007
|
6.40
|
%
|
|
2017-27
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Senior notes - 2006
|
6.14
|
%
|
|
2016
|
|
125,000
|
|
|
125,000
|
|
||
Senior notes - 2013
|
3.20
|
%
|
|
2023
|
|
299,802
|
|
|
299,782
|
|
||
Credit facility
|
1.31
|
%
|
|
2019
|
|
247,655
|
|
|
—
|
|
||
Bank overdrafts and other
|
|
|
|
|
14,866
|
|
|
12,335
|
|
|||
Deferred realized gains on interest rate swaps
|
|
|
|
|
3,725
|
|
|
5,205
|
|
|||
|
|
|
|
|
1,191,048
|
|
|
942,322
|
|
|||
Less: Current portion of long-term debt
|
|
|
|
|
(133,056
|
)
|
|
(8,090
|
)
|
|||
|
|
|
|
|
$
|
1,057,992
|
|
|
$
|
934,232
|
|
|
8
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Equity-based awards
|
$
|
5,495
|
|
|
$
|
5,593
|
|
|
$
|
18,355
|
|
|
$
|
19,627
|
|
Liability-based awards
|
782
|
|
|
452
|
|
|
3,355
|
|
|
3,216
|
|
||||
Total stock-based compensation expense
|
6,277
|
|
|
6,045
|
|
|
21,710
|
|
|
22,843
|
|
||||
Less: tax benefit
|
(1,914
|
)
|
|
(1,899
|
)
|
|
(6,326
|
)
|
|
(6,970
|
)
|
||||
Total stock-based compensation expense, after tax
|
$
|
4,363
|
|
|
$
|
4,146
|
|
|
$
|
15,384
|
|
|
$
|
15,873
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Flavors
|
$
|
359,103
|
|
|
$
|
358,708
|
|
|
$
|
1,108,689
|
|
|
$
|
1,100,726
|
|
Fragrances
|
405,989
|
|
|
415,105
|
|
|
1,198,851
|
|
|
1,231,725
|
|
||||
Consolidated
|
$
|
765,092
|
|
|
$
|
773,813
|
|
|
$
|
2,307,540
|
|
|
$
|
2,332,451
|
|
Segment profit:
|
|
|
|
|
|
|
|
||||||||
Flavors
|
$
|
79,803
|
|
|
$
|
79,747
|
|
|
$
|
256,546
|
|
|
$
|
258,614
|
|
Fragrances
|
90,893
|
|
|
86,615
|
|
|
252,416
|
|
|
259,253
|
|
||||
Global expenses
|
(6,874
|
)
|
|
(12,882
|
)
|
|
(27,067
|
)
|
|
(49,182
|
)
|
||||
Restructuring and other charges, net
|
—
|
|
|
(608
|
)
|
|
170
|
|
|
(912
|
)
|
||||
Acquisition and related costs (1)
|
(6,830
|
)
|
|
—
|
|
|
(13,896
|
)
|
|
—
|
|
||||
Operational improvement initiative costs (2)
|
(279
|
)
|
|
(282
|
)
|
|
(841
|
)
|
|
(6,014
|
)
|
||||
Operating profit
|
156,713
|
|
|
152,590
|
|
|
467,328
|
|
|
461,759
|
|
||||
Interest expense
|
(11,855
|
)
|
|
(10,968
|
)
|
|
(34,357
|
)
|
|
(34,048
|
)
|
||||
Other (expense) income, net
|
(1,959
|
)
|
|
563
|
|
|
3,315
|
|
|
3,761
|
|
||||
Income before taxes
|
$
|
142,899
|
|
|
$
|
142,185
|
|
|
$
|
436,286
|
|
|
$
|
431,472
|
|
|
9
|
|
(1)
|
Acquisition and related costs are associated with the acquisitions of Ottens Flavors and Lucas Meyer as discussed in Note 3, including inventory step-up charges related to the inventory acquired.
|
(2)
|
Operational improvement initiative costs relate to the closing of a smaller facility in Europe in the 2014 period and certain manufacturing activities in Asia in both the 2015 and 2014 periods, while transferring production to larger facilities in each respective region.
|
U.S. Plans
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
984
|
|
|
$
|
530
|
|
|
$
|
2,952
|
|
|
$
|
2,299
|
|
Interest cost on projected benefit obligation
|
5,954
|
|
|
6,349
|
|
|
17,860
|
|
|
18,812
|
|
||||
Expected return on plan assets
|
(8,083
|
)
|
|
(6,906
|
)
|
|
(24,248
|
)
|
|
(20,732
|
)
|
||||
Net amortization and deferrals
|
5,203
|
|
|
4,720
|
|
|
15,607
|
|
|
13,229
|
|
||||
Net periodic benefit cost
|
4,058
|
|
|
4,693
|
|
|
12,171
|
|
|
13,608
|
|
||||
Defined contribution and other retirement plans
|
1,847
|
|
|
1,964
|
|
|
6,075
|
|
|
5,866
|
|
||||
Total expense
|
$
|
5,905
|
|
|
$
|
6,657
|
|
|
$
|
18,246
|
|
|
$
|
19,474
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Plans
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
4,220
|
|
|
$
|
2,772
|
|
|
$
|
12,659
|
|
|
$
|
10,722
|
|
Interest cost on projected benefit obligation
|
6,283
|
|
|
8,298
|
|
|
18,848
|
|
|
25,250
|
|
||||
Expected return on plan assets
|
(12,712
|
)
|
|
(12,576
|
)
|
|
(38,137
|
)
|
|
(37,731
|
)
|
||||
Net amortization and deferrals
|
3,397
|
|
|
2,058
|
|
|
10,189
|
|
|
8,012
|
|
||||
Loss due to settlements and special terminations
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
Net periodic benefit cost
|
1,188
|
|
|
584
|
|
|
3,559
|
|
|
6,285
|
|
||||
Defined contribution and other retirement plans
|
1,923
|
|
|
1,886
|
|
|
5,211
|
|
|
4,508
|
|
||||
Total expense
|
$
|
3,111
|
|
|
$
|
2,470
|
|
|
$
|
8,770
|
|
|
$
|
10,793
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
301
|
|
|
$
|
326
|
|
|
$
|
901
|
|
|
$
|
971
|
|
Interest cost on projected benefit obligation
|
1,082
|
|
|
1,197
|
|
|
3,246
|
|
|
3,672
|
|
||||
Net amortization and deferrals
|
(712
|
)
|
|
(1,124
|
)
|
|
(2,134
|
)
|
|
(3,082
|
)
|
||||
Total postretirement benefit expense
|
$
|
671
|
|
|
$
|
399
|
|
|
$
|
2,013
|
|
|
$
|
1,561
|
|
|
10
|
|
•
|
Level 1–Quoted prices for
identical
instruments in active markets.
|
•
|
Level 2–Quoted prices for
similar
instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
•
|
Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
(DOLLARS IN THOUSANDS)
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
(1)
|
$
|
272,276
|
|
|
$
|
272,276
|
|
|
$
|
478,573
|
|
|
$
|
478,573
|
|
Credit facilities and bank overdrafts
(2)
|
262,521
|
|
|
262,521
|
|
|
12,335
|
|
|
12,335
|
|
||||
Long-term debt:
(3)
|
|
|
|
|
|
|
|
||||||||
Senior notes - 2007
|
500,000
|
|
|
576,155
|
|
|
500,000
|
|
|
587,650
|
|
||||
Senior notes - 2006
|
125,000
|
|
|
129,110
|
|
|
125,000
|
|
|
133,137
|
|
||||
Senior notes - 2013
|
299,802
|
|
|
299,577
|
|
|
299,782
|
|
|
296,290
|
|
(1)
|
The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments.
|
(2)
|
The carrying amount of our credit facilities and bank overdrafts approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments.
|
(3)
|
The fair value of our long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on our own credit risk.
|
|
11
|
|
(DOLLARS IN THOUSANDS)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Foreign currency contracts
|
$
|
283,550
|
|
|
$
|
191,150
|
|
Interest rate swaps
|
$
|
775,000
|
|
|
$
|
425,000
|
|
|
September 30, 2015
|
||||||||||
(DOLLARS IN THOUSANDS)
|
Fair Value of
Derivatives Designated as Hedging Instruments |
|
Fair Value of
Derivatives Not Designated as Hedging Instruments |
|
Total Fair
Value |
||||||
Derivative assets
(a)
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
6,690
|
|
|
$
|
2,149
|
|
|
$
|
8,839
|
|
Interest rate swaps
|
4,409
|
|
|
—
|
|
|
4,409
|
|
|||
|
$
|
11,099
|
|
|
$
|
2,149
|
|
|
$
|
13,248
|
|
Derivative liabilities
(b)
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
3,725
|
|
|
$
|
2,263
|
|
|
$
|
5,988
|
|
Interest rate swaps
|
4,772
|
|
|
—
|
|
|
4,772
|
|
|||
|
$
|
8,497
|
|
|
$
|
2,263
|
|
|
$
|
10,760
|
|
|
12
|
|
|
December 31, 2014
|
||||||||||
(DOLLARS IN THOUSANDS)
|
Fair Value of
Derivatives Designated as Hedging Instruments |
|
Fair Value of
Derivatives Not Designated as Hedging Instruments |
|
Total Fair
Value |
||||||
Derivative assets
(a)
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
16,637
|
|
|
$
|
4,398
|
|
|
$
|
21,035
|
|
Interest rate swaps
|
683
|
|
|
—
|
|
|
683
|
|
|||
|
$
|
17,320
|
|
|
$
|
4,398
|
|
|
$
|
21,718
|
|
Derivative liabilities
(b)
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
6
|
|
|
$
|
1,055
|
|
|
$
|
1,061
|
|
(a)
|
Derivative assets are recorded to Prepaid expenses and other current assets in the Consolidated Balance Sheet.
|
(b)
|
Derivative liabilities are recorded as Other current liabilities in the Consolidated Balance Sheet.
|
|
13
|
|
|
Amount of (Loss) Gain
Recognized in OCI on
Derivative (Effective
Portion)
|
|
Location of (Loss) Gain
Reclassified from AOCI into
Income (Effective Portion)
|
|
Amount of (Loss) Gain
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
|
||||||||||||
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
(7,794
|
)
|
|
5,680
|
|
|
Cost of goods sold
|
|
6,956
|
|
|
(1,221
|
)
|
||||
Interest rate swaps
(1)
|
(4,703
|
)
|
|
69
|
|
|
Interest expense
|
|
(69
|
)
|
|
(69
|
)
|
||||
Derivatives in Net Investment Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
(547
|
)
|
|
5,097
|
|
|
N/A
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
(13,044
|
)
|
|
$
|
10,846
|
|
|
|
|
$
|
6,887
|
|
|
$
|
(1,290
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amount of (Loss) Gain
Recognized in OCI on
Derivative (Effective
Portion)
|
|
Location of (Loss) Gain
Reclassified from AOCI into
Income (Effective Portion)
|
|
Amount of (Loss) Gain
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
|
||||||||||||
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
(1,815
|
)
|
|
7,601
|
|
|
Cost of goods sold
|
|
11,540
|
|
|
(2,699
|
)
|
||||
Interest rate swaps
(1)
|
(4,565
|
)
|
|
207
|
|
|
Interest expense
|
|
(207
|
)
|
|
$
|
(207
|
)
|
|||
Derivatives in Net Investment Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
2,984
|
|
|
5,395
|
|
|
N/A
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
(3,396
|
)
|
|
$
|
13,203
|
|
|
|
|
$
|
11,333
|
|
|
$
|
(2,906
|
)
|
|
14
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
(Losses) Gains on
Derivatives
Qualifying as
Hedges
|
|
Pension and
Postretirement
Liability
Adjustment
|
|
Total
|
||||||||
(DOLLARS IN THOUSANDS)
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2014
|
$
|
(173,342
|
)
|
|
$
|
12,371
|
|
|
$
|
(379,459
|
)
|
|
$
|
(540,430
|
)
|
OCI before reclassifications
|
(81,326
|
)
|
|
4,952
|
|
|
—
|
|
|
(76,374
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(11,333
|
)
|
|
16,501
|
|
|
5,168
|
|
||||
Net current period other comprehensive income (loss)
|
(81,326
|
)
|
|
(6,381
|
)
|
|
16,501
|
|
|
(71,206
|
)
|
||||
Accumulated other comprehensive (loss) income, net of tax, as of September 30, 2015
|
$
|
(254,668
|
)
|
|
$
|
5,990
|
|
|
$
|
(362,958
|
)
|
|
$
|
(611,636
|
)
|
|
Foreign
Currency
Translation
Adjustments
|
|
(Losses) Gains on
Derivatives
Qualifying as
Hedges
|
|
Pension and
Postretirement
Liability
Adjustment
|
|
Total
|
||||||||
(DOLLARS IN THOUSANDS)
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2013
|
$
|
(104,278
|
)
|
|
$
|
(4,012
|
)
|
|
$
|
(284,421
|
)
|
|
$
|
(392,711
|
)
|
OCI before reclassifications
|
(26,872
|
)
|
|
4,900
|
|
|
—
|
|
|
(21,972
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
2,906
|
|
|
12,716
|
|
|
15,622
|
|
||||
Net current period other comprehensive income (loss)
|
(26,872
|
)
|
|
7,806
|
|
|
12,716
|
|
|
(6,350
|
)
|
||||
Accumulated other comprehensive (loss) income, net of tax, as of September 30, 2014
|
$
|
(131,150
|
)
|
|
$
|
3,794
|
|
|
$
|
(271,705
|
)
|
|
$
|
(399,061
|
)
|
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
|
Affected Line Item in the
Consolidated Statement of Comprehensive Income |
||||
(DOLLARS IN THOUSANDS)
|
|
|
|
|
|
||||
(Losses) gains on derivatives qualifying as hedges
|
|
|
|
|
|
||||
Foreign currency contracts
|
13,189
|
|
|
(3,723
|
)
|
|
Cost of goods sold
|
||
Interest rate swaps
|
(207
|
)
|
|
(207
|
)
|
|
Interest expense
|
||
|
(1,649
|
)
|
|
1,024
|
|
|
Provision for income taxes
|
||
|
$
|
11,333
|
|
|
$
|
(2,906
|
)
|
|
Total, net of income taxes
|
(Losses) gains on pension and postretirement liability adjustments
|
|
|
|
|
|
||||
Settlements / Curtailments
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
(a)
|
Prior service cost
|
3,472
|
|
|
3,489
|
|
|
(a)
|
||
Actuarial losses
|
(27,134
|
)
|
|
(21,648
|
)
|
|
(a)
|
||
|
7,161
|
|
|
5,475
|
|
|
Provision for income taxes
|
||
|
$
|
(16,501
|
)
|
|
$
|
(12,716
|
)
|
|
Total, net of income taxes
|
(a)
|
The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. Refer to Note 13 of our
2014
Form 10-K for additional information regarding net periodic benefit cost.
|
|
15
|
|
|
16
|
|
|
17
|
|
|
18
|
|
|
19
|
|
(1)
|
Adjusted operating margin excludes operational improvement initiative costs of
$0.3 million
and acquisition and related costs of
$6.8 million
for the
three months ended September 30, 2015
and excludes $0.9 million of restructuring and operational improvement initiative costs for the
three months ended September 30, 2014
. For the
nine
months ended
September 30, 2015
, adjusted operating margin excludes the benefit from Restructuring and other charges, net of
$0.2 million
, operational improvement initiative costs of
$0.8 million
and acquisition related costs of
$13.9 million
compared to the exclusion of $6.9 million of Restructuring and other charges, net and operational improvement initiative costs during the comparable
2014
period.
|
|
20
|
|
|
|
% Change in Sales-Third Quarter 2015 vs. Third Quarter 2014
|
||||||||||||||||
|
|
Fine Fragrances
|
|
Consumer Fragrances
|
|
Ingredients
|
|
Total Frag.
|
|
Flavors
|
|
Total
|
||||||
NOAM
|
Reported
|
4
|
%
|
|
8
|
%
|
|
4
|
%
|
|
6
|
%
|
|
19
|
%
|
|
13
|
%
|
EAME
|
Reported
|
-11
|
%
|
|
-12
|
%
|
|
-9
|
%
|
|
-11
|
%
|
|
-12
|
%
|
|
-11
|
%
|
|
Currency Neutral
(1)
|
5
|
%
|
|
5
|
%
|
|
6
|
%
|
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
LA
|
Reported
|
-13
|
%
|
|
9
|
%
|
|
-5
|
%
|
|
2
|
%
|
|
9
|
%
|
|
4
|
%
|
|
Currency Neutral
(1)
|
-8
|
%
|
|
13
|
%
|
|
9
|
%
|
|
7
|
%
|
|
20
|
%
|
|
11
|
%
|
GA
|
Reported
|
-23
|
%
|
|
2
|
%
|
|
6
|
%
|
|
2
|
%
|
|
-6
|
%
|
|
-3
|
%
|
|
Currency Neutral
(1)
|
-22
|
%
|
|
5
|
%
|
|
7
|
%
|
|
4
|
%
|
|
0
|
%
|
|
2
|
%
|
Total
|
Reported
|
-9
|
%
|
|
0
|
%
|
|
-3
|
%
|
|
-2
|
%
|
|
0
|
%
|
|
-1
|
%
|
|
Currency Neutral
(1)
|
1
|
%
|
|
7
|
%
|
|
6
|
%
|
|
6
|
%
|
|
8
|
%
|
|
7
|
%
|
(1)
|
Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding
2015
period.
|
•
|
NOAM Flavors sales increased
19%
, which included the impact of acquisitions, and high double-digit growth in Dairy. NOAM Fragrance sales increased
6%
in the
third
quarter of
2015
, principally due to double-digit gains in Home Care and Hair Care as well as high single-digit gains in Fabric Care and Personal Wash and low single-digit gains in Fine Fragrances and Fragrance Ingredients, which included the impact of acquisitions.
|
•
|
EAME Flavors currency neutral sales growth of
4%
was led by high single-digit growth in Beverage. EAME Fragrance currency neutral sales increased
5%
overall, driven mainly by double-digit growth in Fabric Care and mid
|
|
21
|
|
•
|
LA Flavors currency neutral sales were up
20%
driven by double-digit gains in the Savory and Beverage categories as well as high single-digit growth in Sweet. LA Fragrances currency neutral sales increased
7%
overall, principally led by double-digit gains in Hair Care, Fabric Care and Toiletries, as well as high single-digit gains in Fragrance Ingredients, which more than offset high single-digit declines in Fine Fragrances.
|
•
|
GA Flavors currency neutral sales remained consistent with the prior year period. GA Fragrances currency neutral sales growth of
4%
was principally driven by double-digit gains in Fabric Care and high single-digit gains in Personal Wash, with mid single-digit gains in Fragrance Ingredients, which included the impact of acquisitions, that more than offset double-digit declines in Fine Fragrances.
|
|
Three Months Ended September 30,
|
||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Segment profit:
|
|
|
|
||||
Flavors
|
$
|
79,803
|
|
|
$
|
79,747
|
|
Fragrances
|
90,893
|
|
|
86,615
|
|
||
Global expenses
|
(6,874
|
)
|
|
(12,882
|
)
|
||
Restructuring and other charges, net
|
—
|
|
|
(608
|
)
|
||
Acquisition and related costs
|
(6,830
|
)
|
|
—
|
|
||
Operational improvement initiative costs
|
(279
|
)
|
|
(282
|
)
|
||
Operating profit
|
$
|
156,713
|
|
|
$
|
152,590
|
|
Profit margin
|
|
|
|
||||
Flavors
|
22.2
|
%
|
|
22.2
|
%
|
||
Fragrances
|
22.4
|
%
|
|
20.9
|
%
|
||
Consolidated
|
20.5
|
%
|
|
19.7
|
%
|
|
22
|
|
|
23
|
|
|
|
% Change in Sales-First Nine Months 2015 vs. First Nine Months 2014
|
||||||||||||||||
|
|
Fine Fragrances
|
|
Consumer Fragrances
|
|
Ingredients
|
|
Total Frag.
|
|
Flavors
|
|
Total
|
||||||
NOAM
|
Reported
|
-5
|
%
|
|
4
|
%
|
|
-11
|
%
|
|
-2
|
%
|
|
11
|
%
|
|
5
|
%
|
EAME
|
Reported
|
-10
|
%
|
|
-7
|
%
|
|
-9
|
%
|
|
-8
|
%
|
|
-9
|
%
|
|
-9
|
%
|
|
Currency Neutral
(1)
|
7
|
%
|
|
10
|
%
|
|
2
|
%
|
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
LA
|
Reported
|
-11
|
%
|
|
12
|
%
|
|
-1
|
%
|
|
5
|
%
|
|
10
|
%
|
|
7
|
%
|
|
Currency Neutral
(1)
|
-7
|
%
|
|
15
|
%
|
|
2
|
%
|
|
8
|
%
|
|
18
|
%
|
|
11
|
%
|
GA
|
Reported
|
2
|
%
|
|
0
|
%
|
|
1
|
%
|
|
0
|
%
|
|
-1
|
%
|
|
-1
|
%
|
|
Currency Neutral
(1)
|
3
|
%
|
|
2
|
%
|
|
7
|
%
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
Total
|
Reported
|
-9
|
%
|
|
1
|
%
|
|
-7
|
%
|
|
-3
|
%
|
|
1
|
%
|
|
-1
|
%
|
|
Currency Neutral
(1)
|
0
|
%
|
|
8
|
%
|
|
0
|
%
|
|
5
|
%
|
|
8
|
%
|
|
6
|
%
|
(1)
|
Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding
2015
period.
|
•
|
NOAM Flavors sales increased
11%
, which included the impact of acquisitions, and had double-digit gains in Dairy and low to mid single-digit gains in Beverage and Sweet. NOAM Fragrance sales decreased
2%
in the first
nine
months of
2015
, principally due to double-digit declines in Fragrance Ingredients and Toiletries and mid single-digit declines in Fine Fragrances, that were only partially offset by double-digit growth in Fabric Care and high single-digit growth in Home Care categories.
|
•
|
EAME Flavors currency neutral sales growth of
6%
was led by high single-digit growth in Beverage and mid single-digit growth in Savory. EAME Fragrance currency neutral sales increased
7%
overall, driven mainly by double-digit growth in Fabric Care and Home Care categories as well as mid single-digit gains in Fine Fragrance and low single-digit gains in Fragrance Ingredients, which included the impact of acquisitions.
|
•
|
LA Flavors currency neutral sales were up
18%
driven by double-digit gains in the Beverage and Savory and high single-digit growth in Sweet. LA Fragrances currency neutral sales increased
8%
overall, principally led by double-digit gains in Fabric Care, Home Care and Hair Care as well as low single-digit gains in Fragrance Ingredients, which more than offset high single-digit declines in Fine Fragrances and mid single-digit declines in Toiletries.
|
•
|
GA Flavors had currency neutral sales growth of
3%
principally from low to mid single-digit gains in Beverage and Savory. GA Fragrances had currency neutral sales growth of
3%
, principally driven by high single-digit growth in Fragrance Ingredients, which included the impact of acquisitions, as well as mid single-digit growth in Toiletries and Fine Fragrances and low single-digit growth in Fabric Care and Hair Care.
|
|
24
|
|
|
Nine Months Ended September 30, 2015
|
||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Segment profit:
|
|
|
|
||||
Flavors
|
$
|
256,546
|
|
|
$
|
258,614
|
|
Fragrances
|
252,416
|
|
|
259,253
|
|
||
Global expenses
|
(27,067
|
)
|
|
(49,182
|
)
|
||
Restructuring and other charges, net
|
170
|
|
|
(912
|
)
|
||
Acquisition and related costs
|
(13,896
|
)
|
|
—
|
|
||
Operational improvement initiative costs
|
(841
|
)
|
|
(6,014
|
)
|
||
Operating profit
|
$
|
467,328
|
|
|
$
|
461,759
|
|
Profit margin
|
|
|
|
||||
Flavors
|
23.1
|
%
|
|
23.5
|
%
|
||
Fragrances
|
21.1
|
%
|
|
21.0
|
%
|
||
Consolidated
|
20.3
|
%
|
|
19.8
|
%
|
|
25
|
|
|
26
|
|
|
27
|
|
(1)
|
Adjusted EBITDA and Net Debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to adjusted EBITDA and Net Debt used by other companies. Reconciliations of adjusted EBITDA to net income and net debt to total debt are as follows:
|
|
Twelve Months Ended September 30,
|
||||||
(DOLLARS IN MILLIONS)
|
2015
|
|
2014
|
||||
Net income
|
$
|
430.2
|
|
|
$
|
385.9
|
|
Interest expense
|
46.4
|
|
|
45.2
|
|
||
Income taxes
|
123.6
|
|
|
128.7
|
|
||
Depreciation and amortization
|
86.0
|
|
|
90.7
|
|
||
Specified items
(1)
|
0.2
|
|
|
1.0
|
|
||
Non-cash items
(2)
|
19.7
|
|
|
23.4
|
|
||
Adjusted EBITDA
|
$
|
706.1
|
|
|
$
|
674.9
|
|
(1)
|
Specified items for the 12 months ended
September 30, 2015
of $0.2 million consist of restructuring charges.
|
(2)
|
Non-cash items represent all other adjustments to reconcile net income to net cash provided by operations as presented on the Statement of Cash Flows, including gain on disposal of assets, stock-based compensation and pension settlement/curtailment.
|
|
September 30,
|
||||||
(DOLLARS IN MILLIONS)
|
2015
|
|
2014
|
||||
Total debt
|
$
|
1,191.0
|
|
|
$
|
943.2
|
|
Adjustments:
|
|
|
|
||||
Deferred gain on interest rate swaps
|
(3.7
|
)
|
|
(5.7
|
)
|
||
Cash and cash equivalents
|
(272.3
|
)
|
|
(404.8
|
)
|
||
Net debt
|
$
|
915.0
|
|
|
$
|
532.7
|
|
|
28
|
|
•
|
volatility and increases in the price of raw materials, energy and transportation;
|
•
|
the economic, regulatory and political risks associated with our international operations including currency transfer restrictions imposed by foreign governments and regulations and interpretations regarding government support;
|
•
|
our ability to benefit from our investments and expansion in emerging markets;
|
•
|
our ability to successfully reinvest undistributed foreign earnings in our foreign subsidiaries to fund local operations and/or capital projects;
|
•
|
fluctuations in the quality and availability of raw materials;
|
•
|
our ability to successfully execute acquisitions, collaborations and joint ventures;
|
•
|
our ability to manage unanticipated costs and other adverse financial impact in connection with our acquisitions, collaborations and joint ventures;
|
•
|
changes in consumer preferences and demand for our products or decline in consumer confidence and spending;
|
•
|
our ability to implement our business strategy, including the achievement of anticipated cost savings, profitability, realization of price increases and growth targets;
|
•
|
our ability to implement our Vision 2020 strategy, including building differentiation and accelerating profitable growth to achieve long-term financial targets in 2015 and in 2016 to 2020;
|
•
|
our ability to successfully develop new and competitive products that appeal to our customers and consumers;
|
•
|
the impact of a disruption in our supply chain or our relationship with our suppliers;
|
•
|
our ability to successfully manage inventory and working capital;
|
•
|
the effects of any unanticipated costs and construction or start-up delays in the expansion of any of our facilities;
|
•
|
the impact of currency fluctuations or devaluations in our principal foreign markets;
|
•
|
any adverse impact on the availability, effectiveness and cost of our hedging and risk management strategies;
|
•
|
uncertainties regarding the outcome of, or funding requirements, related to litigation or settlement of pending litigation, uncertain tax positions or other contingencies;
|
•
|
the impact of possible pension funding obligations and increased pension expense, particularly as a result of changes in asset returns or discount rates, on our cash flow and results of operations;
|
•
|
our ability to optimize our manufacturing facilities, including the achievement of expected cost savings and increased efficiencies;
|
•
|
the effect of legal and regulatory proceedings, as well as restrictions imposed on us, our operations or our representatives by U.S. and foreign governments;
|
•
|
adverse changes in federal, state, local and foreign tax legislation or adverse results of tax audits, assessments, or disputes;
|
•
|
our ability to attract and retain talented employees;
|
•
|
the direct and indirect costs and other financial impact that may result from any business disruptions due to political instability, armed hostilities, incidents of terrorism, natural disasters, or the responses to or repercussion from any of these or similar events or conditions;
|
•
|
our ability to quickly and effectively implement our disaster recovery and crisis management plans; and
|
•
|
adverse changes due to accounting rules or regulations.
|
|
29
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
|
Operating Profit
|
|
Operating Profit
|
% Change - Reported (GAAP)
|
3%
|
|
1%
|
Items impacting comparability
(1)
|
4%
|
|
2%
|
% Change - Adjusted (Non-GAAP)
|
7%
|
|
3%
|
Currency Impact
|
3%
|
|
6%
|
% Change Year-over-Year - Currency Neutral Adjusted (Non-GAAP)**
|
10%
|
|
9%
|
(DOLLARS IN THOUSANDS)
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
Ottens Flavors
|
$1.8
|
|
$3.0
|
Lucas Meyer
|
$1.7
|
|
$1.7
|
|
30
|
|
Item 1.
|
Legal Proceedings
|
|
31
|
|
|
32
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number of
Shares
Repurchased
(1)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
|
|
Approximate Dollar Value
of Shares That May Yet
be Purchased Under the
Program
|
||||||
July 1 - 31, 2015
|
167,731
|
|
|
$
|
110.96
|
|
|
167,731
|
|
|
$
|
51,508,886
|
|
August 1 - 31, 2015
|
147,026
|
|
|
113.94
|
|
|
147,026
|
|
|
284,757,026
|
|
||
September 1 - 30, 2015
|
66,071
|
|
|
106.86
|
|
|
66,071
|
|
|
277,696,480
|
|
||
Total
|
380,828
|
|
|
$
|
111.40
|
|
|
380,828
|
|
|
$
|
277,696,480
|
|
(1)
|
Shares were repurchased pursuant to the repurchase program originally announced in December 2012, with repurchases beginning in the first quarter of 2013. In August 2015, the Board of Directors amended the program, authorizing an additional $250 million and extending the program through December 31, 2017. Repurchases under the amended program are limited to $500 million in total repurchase price, and the expiration date is December 31, 2017. Authorization of the repurchase program may be modified, suspended, or discontinued at any time.
|
Item 6.
|
Exhibits
|
10.1
|
|
Form of Equity Choice Program Award Agreement under the International Flavors & Fragrances 2015 Stock Award and Incentive Plan
|
31.1
|
|
Certification of Andreas Fibig pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Alison A. Cornell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
Certification of Andreas Fibig and Alison A. Cornell pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extensions Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
33
|
|
Dated:
|
|
November 9, 2015
|
By:
|
|
/s/ Andreas Fibig
|
|
|
|
|
|
Andreas Fibig
|
|
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
|
November 9, 2015
|
By:
|
|
/s/ Alison A. Cornell
|
|
|
|
|
|
Alison A. Cornell
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
34
|
|
Number
|
|
Description
|
10.1
|
|
Form of Equity Choice Program Award Agreement under the International Flavors & Fragrances 2015 Stock Award and Incentive Plan
|
31.1
|
|
Certification of Andreas Fibig pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Alison A. Cornell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
Certification of Andreas Fibig and Alison A. Cornell pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extensions Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
35
|
|
Participant:
[NAME]
|
Job Level
: [#]
|
Organization Unit/Location
: [ORG. UNIT/LOCATION]
|
Position
: [POSITION]
|
Total ECP Award Amount
|
Vesting
|
Fair Market Value* of a share of Common Stock (a “
Share
”) on Grant Date
|
[$]
|
[DATE]
|
[$]
|
ECP Award Value
($US)
|
ECP Award Type
|
Percentage of ECP Award
|
ECP Award Amount
|
[$]
|
PRSU*
|
[ _%]
|
[# of Matched PRSU]
Matched PRSUs are assigned an adjustment factor of 120%
|
[$]
|
SSAR*
|
[ _%]
|
[ __ SSARs]
Number of SSARs granted is based on 4.5 times the elected SSAR award value divided by the Fair Market Value* of a Share on the Grant Date.
|
[$]
|
RSU*
|
[ _%]
|
[ __ RSUs]
|
1.
|
Amount of ECP Award
. As of the Grant Date, the Participant shall be eligible to receive an ECP Award in the forms and amounts set forth on the first page of the ECP Award Agreement.
|
2.
|
Eligibility for Award
. A Participant’s eligibility for an ECP Award shall be at the discretion of the Committee. Eligibility for an ECP Award in one period does not guarantee eligibility for an ECP Award in a later period.
|
3.
|
Vesting of Award.
The ECP Award vests on the date set forth on the first page of the ECP Award Agreement (the “
ECP Vesting Date
”) if not previously forfeited, and is 0% vested before expiration of this period.
|
4.
|
ECP Award Allocations
. Participants may elect to allocate their total ECP Award between three types of ECP Award grants in 5% increments: (i) PRSUs (as defined below) (ii) Stock-Settled Appreciation Rights (“
SSARs
”), and (iii) Restricted Stock Units (“
RSUs
”). If a Participant does not elect an ECP Award type within the time period specified by the Committee, 100% of the ECP Award will be allocated to RSUs by default or such other default selection specified by the Committee.
|
5.
|
Purchased Shares and Matching Restricted Stock Units
.
|
(a)
|
Adjusted ECP Award Value
. As used herein, the term “
PRSU
” shall mean RSUs granted by the Company under Section 7 of the Plan. There is a 20% adjustment upward of the ECP Award value for any allocation of the ECP Award elected in PRSUs (the “
Adjusted ECP Award Value
”). For example, if a Participant elects to receive $100 of his or her ECP in PRSUs, the Participant will be required to tender Shares, or a combination of cash and Shares, with a fair value of $120 as of the Grant Date and will receive a corresponding match in the form of PRSUs from the Company with a Grant Date fair value of $120.
|
(i)
|
If a Participant chooses PRSUs on or prior to the date specified by the Company, he or she must (x) deliver funds to the Company, equal to the dollar amount of all or a portion of the Adjusted ECP Award Value, which funds will be used to purchase Shares equivalent to that portion of the Adjusted ECP Award Value for which the Participant chooses to deliver funds and/or (y) tender a sufficient number of Shares to be held in an account designated by the Company, with a value equal to any portion of the Adjusted ECP Award Value which is not covered by the delivery of funds pursuant to (x), calculated based on the Fair
|
(ii)
|
Notwithstanding anything herein to the contrary, in the event a Participant fails to tender funds or Shares with a value at least equal to the Adjusted ECP Award Value as required by Section 5(a)(i), the Company shall only grant to the Participant a number of Matched PRSUs with a value equal to the reduced amount tendered and any shortfall in the ECP Award Value shall be allocated in RSUs.
|
(b)
|
Evidence of Purchased Shares and Matched PRSUs.
|
(i)
|
Purchased Shares shall be issued and registered in the name of the Participant and evidence of ownership of the Purchased Shares shall be retained by the Company in a restricted account maintained by the Company’s designated agent.
|
(ii)
|
Prior to settlement, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of Matched PRSUs granted as part of an ECP Award, and credited to a Participant’s account.
|
(c)
|
Voting Rights.
The Participant shall be entitled to vote Purchased Shares on any matter submitted to a vote of holders of Shares, and shall have all other rights of a shareholder of the Company, except as expressly limited by the ECP Award Agreement or the Plan. Prior to their settlement in accordance with ECP Terms and Conditions and the terms and conditions of the ECP Award Agreement and the Plan, the Participant shall not be entitled to vote Matched PRSUs.
|
(d)
|
Dividends and Distributions.
Purchased Shares earn dividends and Matched PRSUs earn dividend equivalents and are entitled to distributions during the vesting period if and to the extent that (x) with respect to the Purchased Shares, the Participant is the record owner of such Purchased Shares on any record date for such a dividend or distribution and (y) with respect to the Matched PRSUs, if the Participant has not forfeited the Matched PRSUs on or before the payment date for such dividend or distribution and complies with the vesting conditions set forth below.
|
(i)
|
In the event of a cash dividend or cash distribution on Shares, such dividend or distribution shall be paid in cash to Participant at the time of payment to shareholders generally and shall be non-forfeitable.
|
(ii)
|
In the event of any non-cash dividend or distribution in the form of property other than Shares, such property shall be distributed in respect of Purchased Shares,
|
(iii)
|
In the event of a dividend or distribution in the form of Shares or a stock split of Shares, the Shares so issued or delivered will be deemed to be additional Purchased Shares and in the case of Matched PRSUs will be credited to the Participant’s bookkeeping account as additional Matched PRSUs and will become vested and will settle if and to the same extent as the underlying Matched PRSUs. With respect to dividends and distributions in respect of the Purchased Shares, such dividends and distributions will be made in the form of additional Shares, while with respect to dividends and distributions in respect of Matched PRSUs, the dividends and distributions will be made in the form of additional RSUs.
|
(e)
|
Restrictions on Purchased Shares and Matched PRSUs.
The Purchased Shares and Matched PRSUs shall be subject to the following restrictions during the vesting period:
|
(i)
|
Purchased Shares.
The Participant shall have the right to withdraw, transfer, sell, assign, pledge or encumber (subject to Section 23 of the Plan) any or all of the Purchased Shares at any time, by written notice addressed to the Company; provided that such withdrawal, transfer, sale, assignment, pledge or encumbrance of Purchased Shares will result in forfeiture of a corresponding number of Matched PRSUs. Upon forfeiture of any number of Matched PRSUs, the restrictions on the corresponding number of Purchased Shares will lapse.
|
(ii)
|
Matched PRSUs
. Matched PRSUs are subject to the risk of forfeiture and other restrictions specified in the Plan, ECP Award Agreement and these ECP Terms and Conditions. Participant shall have no right to settlement of Matched PRSUs and delivery of Shares underlying such Matched PRSUs until such time as the Matched PRSUs have become vested. Upon vesting, the Matched PRSUs will be settled by delivery of one share of Common Stock for each Matched PRSU being settled. Except as otherwise provided in Section 8 below, such settlement shall occur within thirty (30) days following the ECP Vesting Date.
|
6.
|
Stock-Settled Appreciation Rights (“
SSARs
”)
. SSARs are an award granted under Section 7 of the Plan, under which Participants receive a contractual right to receive the value in Shares of the appreciation in the Company’s price per Share from the SSAR Grant Date to the date the SSAR is exercised by the Participant.
|
(a)
|
Number of SSARs Granted
. The total number of SSARs granted by the Company to a Participant is set forth on the first page of the ECP Award Agreement and is based on 4.5 times the Participant’s SSARs award value divided by the Fair Market Value of a Share on the Grant Date. By way of example:
|
(b)
|
Evidence of SSAR Awards
. Prior to vesting, the Company (or its designated agent) shall maintain a bookkeeping account reflecting the number of SSARs granted as part of an ECP Award, and credited to a Participant’s account.
|
(c)
|
Exercise and Payment of Awards
. A Participant may exercise vested SSARs by delivering written notice to the Company stating the number of Shares as to which SSARS are being exercised and the name in which Participant wishes the Shares to be issued. SSARs may only be exercised on a date that the Fair Market Value of a Share exceeds the Base Price (as defined below) and only if the SSARs are otherwise exercisable at such date. Upon exercise of SSARs, a Participant shall be entitled to receive payment in Shares, calculated as follows:
|
(d)
|
Exercise Period
. SSARs are exercisable for a seven (7) year period, as measured from the Grant Date or such earlier date as such SSAR may terminate as described herein.
|
(e)
|
Dividend and Voting Rights
. SSARS do not earn dividends and are not entitled to any voting rights.
|
7.
|
Restricted Stock Units (“
RSUs
”)
. RSUs are an Award granted under Section
7
of the Plan, under which Participants receive a contractual right to receive unrestricted Shares upon vesting.
|
(a)
|
Number of RSUs granted
. The total number of RSUs granted by the Company to a Participant is set forth on the first page of the ECP Award Agreement and is based on the Fair Market Value of a Share on the Grant Date.
|
(b)
|
Evidence of RSU Award.
Prior to vesting, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of RSUs granted as part of an ECP Award, and credited to a Participant’s account.
|
(c)
|
Settlement of RSUs
. Upon vesting, the RSUs will be settled by delivery of one Share for each RSU being settled. Except as otherwise provided in Section 8 below, such settlement shall occur within thirty (30) days following the ECP Vesting Date.
|
(d)
|
Dividends/Dividend Equivalents and Voting Rights
.
RSUs do not provide voting or dividend rights until fully vested and no dividends will be paid or credited on any RSUs.
|
8.
|
Termination of Employment
. The following provisions will govern the treatment of a Participant’s ECP Award in the event of a termination of
Em
ployment.
|
(a)
|
Effect of Termination of Employment on Purchased Shares
. If a Participant terminates Employment for any reason or no reason (including, without limitation, for any reason set forth in Sections 8(b) through 8(e) below), all restrictions on such Participant’s Purchased Shares shall lapse as of the date of the Participant’s termination of Employment.
|
(b)
|
Termination for Cause or Resignation.
If a Participant terminates Employment for Cause (as defined in the Plan) or voluntarily terminates (other than a voluntary termination of Employment by the Participant due to (x) Normal Retirement, (y) Early Retirement [or (z) with respect to Participants who are designated as Tier I Employees by the Company for purposes of the ESP, Good Reason]), then:
|
(iii)
|
All outstanding unvested
Matched PRSUs
will be immediately forfeited;
|
(iv)
|
All outstanding unvested
SSARs
will be immediately forfeited and all vested SSARs (i) will cease to be exercisable and will terminate three (3) months after termination of Employment with the Company (or an affiliate of the Company) due to a voluntary termination by the Participant (but in no event after the expiration date of the award grant) and (ii) all outstanding vested SSARs will cease to be exercisable and will immediately terminate in the case of a termination for Cause by the Company; and,
|
(v)
|
All outstanding unvested
RSUs
will be immediately forfeited.
|
(c)
|
Termination due to Disability or Normal Retirement
. If a Participant terminates Employment due to Disability or Normal Retirement, then:
|
(i)
|
All outstanding unvested
Matched PRSUs
will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(c). Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the ECP Vesting Date.
|
(ii)
|
All outstanding unvested
SSARs
will remain outstanding and will become exercisable at the ECP Vesting Date as though the Participant had not had a
|
(iii)
|
All outstanding unvested
RSUs
will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(c). Upon vesting, such RSUs will be settled within thirty (30) days after the ECP Vesting Date.
|
(d)
|
Termination Not for Cause, [for Good Reason] or Early Retirement.
If a Participant involuntarily terminates Employment not for Cause, or voluntarily terminates Employment due to [(x)] Early Retirement [or (y) with respect to Participants who are designated as Tier I Employees by the Company for purposes of the ESP, Good Reason], then:
|
(i)
|
A pro rata portion of all outstanding unvested
Matched PRSUs
will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(d). Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the ECP Vesting Date.
|
(ii)
|
A pro rata portion of all outstanding unvested
SSARs
will remain outstanding and will become exercisable at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(d). SSARs that were vested at the time of the Participant’s termination of Employment and those that become vested thereafter will remain outstanding and exercisable until the expiration date of the SSARs, at which date the SSARs will cease to be exercisable and will terminate.
|
(iii)
|
A pro rata portion of all outstanding unvested
RSUs
will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had such a termination of Employment under this Section 8(d). Upon vesting, such RSUs will be settled within thirty (30) days after the ECP Vesting Date.
|
(iv)
|
For purposes of Section 8(d)(i) through 8(d)(iii), the pro rata portion will be determined by multiplying the number of unvested Matched PRSUs, SSARs or RSUs, as the case may be, by a fraction with the numerator of which is
(x)
the number of days from the Grant Date to the date of the Participant’s termination of Employment and
(y)
the denominator of which is 1,066. A Participant’s Matched PRSUs, SSARs or RSUs, as the case may be, that had not vested before such termination of Employment under this Section 8(d). and which are not included in the pro rata portion subject to continued vesting will be immediately forfeited.
|
(e)
|
Termination due to Death
. If a Participant terminates Employment due to death, then:
|
(i)
|
All outstanding unvested
Matched PRSUs
will become immediately vested. Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the date of the Participant’s death.
|
(ii)
|
All outstanding unvested
SSARs
will become immediately vested and exercisable, and all SSARs that were vested at the time of the Participant’s termination of Employment and those that become vested thereafter will remain outstanding and exercisable until the expiration date of the grant, at which date the SSARs will cease to be exercisable and will terminate; and
|
(iii)
|
All outstanding unvested
RSUs
will become immediately vested. Upon vesting, such RSUs will be settled within thirty (30) days after the date of the Participant’s death
|
9.
|
Change in Control
.
In the event the Company undergoes a “Change in Control” as defined in Section 11 of the Plan, ECP Awards shall be treated as provided in Section 11 of the Plan. For the avoidance of doubt, Matched PRSUs and RSUs shall be settled within thirty (30) days following the date they become free of all restrictions, limitation and conditions and become fully vested as provided in Section 11 of the Plan.
|
10.
|
Clawback and Recoupment Provisions
. Notwithstanding anything herein to the contrary, any ECP Award paid or payable in connection with the ECP shall be subject to the clawback, recoupment and
forfeiture provisions of Section 32 of the Plan and Section 9 of the ESP. By acknowledging the ECP Award Agreement, the Participant acknowledges that any and all ECP Awards previously granted to the Participant prior to the Grant Date, and any other cash or Shares provided to the Participant following the Grant Date and under the ECP Award or otherwise under the Plan, are subject to the provisions of Section 32 of the Plan and Section 9 of the ESP, as applicable
.
|
11.
|
Limits on Transfers of Awards
. Except as provided by the Committee, no ECP Award and no right under any ECP Award, shall be assignable, alienable, saleable, or transferable by a Participant other than by will or by the laws of descent and distribution in accordance with Section 23 of the Plan.
|
12.
|
Section 409A
. Notwithstanding anything herein or in the Plan to the contrary, no payment or settlement of shares of Common Stock that constitute “non-qualified deferred compensation” for purposes of Section 409A of the Code will be made under this ECP Award Agreement to any Participant on account of such Participant’s termination of Employment, if on such date, the Participant is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code, or any successor provision thereto) until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s termination of Employment and (ii) the date of Participant’s death.
|
13.
|
Administration.
|
(a)
|
Administration
. The Board has delegated administrative authority to the Committee and the ECP shall be administered by the Committee or a subset of the Committee that satisfies
|
(b)
|
Powers and Duties
. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of the ECP and may adopt, amend or revoke any rule or regulation established for the proper administration of the ECP. The Committee shall have the ability to modify the ECP provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive ECP Awards. The Committee or its designee will oversee ECP Award calculations. All interpretations, decisions, or determinations made by the Committee or its designee pursuant to the ECP shall be final and conclusive.
|
14.
|
Amendment; Termination of the ECP.
The Committee has the right to revise, modify, or terminate the ECP in whole or in part at any time or for any reason, and the right to modify any ECP Award amount in accordance with Section 31 of the Plan.
|
15.
|
Tax Liability and Withholding
. The Participant shall be responsible for any tax liability that may arise as a result of the payments contemplated by an ECP Award or these ECP Terms and Conditions in accordance with Section 20 of the Plan. The Participant acknowledges the Company is authorized to withhold taxes due, or potentially payable in connection with any ECP Award Payment in accordance with Section 20 of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 26 of the Plan.
|
16.
|
Severability; Survival of Terms
. Should any provision of an ECP Award or these ECP Terms and Conditions be held by a court of competent jurisdiction to be unenforceable, such holding shall not affect the validity of the remainder of the ECP Award or these ECP Terms and Conditions. These ECP Terms and Conditions shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
|
17.
|
Dispute Resolution
. These ECP Terms and Conditions, the ECP Award Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.
|
18.
|
Non U.S. Residents
. Rights and restrictions for Participants residing in foreign countries may differ and shall be based on applicable foreign law and will be governed by Section 33 of the Plan.
|
19.
|
Electronic Delivery
. The Company may, in its sole discretion, deliver any documents related to this ECP Award or ECP Award Agreement by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
20.
|
Governing Law
. This ECP Award Agreement and the ECP Terms and Conditions shall be governed by and construed according to the laws of the State of New York and of the United States without regard to principles of conflict of law.
|
21.
|
Consent for Data Transfer
. By accepting this ECP Award Agreement, the Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described herein, including for the purpose of managing and administering the Plan, certain personal information, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, and details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (“
Data
”). The Company and/or its affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Plan and may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares or other equity of the Company on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares or equity acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect Participant’s ability to participate in the Plan.
|
22.
|
Addendum.
Notwithstanding any provision in these ECP Terms and Conditions to the contrary, the Purchased Shares, Matched PRSUs, SSARs and RSUs shall be subject to any special terms and conditions for Participant’s country of residence (and country of Employment, if different) set forth in an addendum to these ECP Terms and Conditions (an “
Addendum
”). Further, if Participant transfers Participant’s residence and/or Employment to another country, at the time of transfer, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Purchased Shares, Matched PRSUs, SSARs and RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). Any applicable Addendum shall constitute part of these ECP Terms and Conditions.
|
23.
|
Private Placement.
The grant of Matched PRSUs, SSARs and RSUs to Participants outside of the United States and the purchase by Participants of Purchased Shares is not intended to be a public offering of securities in Participant’s country of residence (and country of Employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law) outside of the United States, and the grant of the Matched PRSUs, SSARs and RSUs and purchase of Purchased Shares is not subject to the supervision of the local securities authorities outside of the United States.
|
24.
|
Notices
. Any notice required or permitted to be given under these ECP Terms and Conditions or the ECP Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: November 9, 2015
|
|||
|
By:
|
/s/ Andreas Fibig
|
|
|
Name:
|
Andreas Fibig
|
|
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: November 9, 2015
|
|||
|
By:
|
/s/ Alison A. Cornell
|
|
|
Name:
|
Alison A. Cornell
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Andreas Fibig
|
Name:
|
Andreas Fibig
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
Dated:
|
November 9, 2015
|
By:
|
/s/ Alison A. Cornell
|
Name:
|
Alison A. Cornell
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Dated:
|
November 9, 2015
|