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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
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
377,254
|
|
|
$
|
478,573
|
|
Trade receivables (net of allowances of $8,128 and $9,147, respectively)
|
|
566,414
|
|
|
493,768
|
|
||
Inventories: Raw materials
|
|
268,015
|
|
|
275,161
|
|
||
Work in process
|
|
19,075
|
|
|
17,705
|
|
||
Finished goods
|
|
274,625
|
|
|
275,863
|
|
||
Total Inventories
|
|
561,715
|
|
|
568,729
|
|
||
Deferred income taxes
|
|
14,923
|
|
|
27,709
|
|
||
Prepaid expenses and other current assets
|
|
201,948
|
|
|
141,248
|
|
||
Total Current Assets
|
|
1,722,254
|
|
|
1,710,027
|
|
||
Property, plant and equipment, at cost
|
|
1,778,469
|
|
|
1,766,746
|
|
||
Accumulated depreciation
|
|
(1,063,660
|
)
|
|
(1,046,478
|
)
|
||
|
|
714,809
|
|
|
720,268
|
|
||
Goodwill
|
|
752,726
|
|
|
675,484
|
|
||
Other intangible assets, net
|
|
156,248
|
|
|
76,557
|
|
||
Deferred income taxes
|
|
175,447
|
|
|
183,047
|
|
||
Other assets
|
|
132,144
|
|
|
129,238
|
|
||
Total Assets
|
|
$
|
3,653,628
|
|
|
$
|
3,494,621
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Bank borrowings and overdrafts and current portion of long-term debt
|
|
$
|
8,793
|
|
|
$
|
8,090
|
|
Accounts payable
|
|
241,532
|
|
|
229,866
|
|
||
Accrued payroll and bonus
|
|
47,664
|
|
|
71,264
|
|
||
Dividends payable
|
|
38,060
|
|
|
37,968
|
|
||
Other current liabilities
|
|
187,472
|
|
|
171,620
|
|
||
Total Current Liabilities
|
|
523,521
|
|
|
518,808
|
|
||
Long-term debt
|
|
989,196
|
|
|
934,232
|
|
||
Deferred gains
|
|
45,081
|
|
|
46,535
|
|
||
Retirement liabilities
|
|
353,914
|
|
|
354,333
|
|
||
Other liabilities
|
|
115,242
|
|
|
118,024
|
|
||
Total Other Liabilities
|
|
1,503,433
|
|
|
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 June 30, 2015 and December 31, 2014 and outstanding 80,725,633 and 80,777,590 shares as of June 30, 2015 and December 31, 2014
|
|
14,470
|
|
|
14,470
|
|
||
Capital in excess of par value
|
|
133,051
|
|
|
140,008
|
|
||
Retained earnings
|
|
3,508,347
|
|
|
3,350,734
|
|
||
Accumulated other comprehensive loss
|
|
(556,248
|
)
|
|
(540,430
|
)
|
||
Treasury stock, at cost - 35,132,557 shares as of June 30, 2015 and 35,080,600 shares as of December 31, 2014
|
|
(1,476,620
|
)
|
|
(1,446,221
|
)
|
||
Total Shareholders’ Equity
|
|
1,623,000
|
|
|
1,518,561
|
|
||
Noncontrolling interest
|
|
3,674
|
|
|
4,128
|
|
||
Total Shareholders’ Equity including noncontrolling interest
|
|
1,626,674
|
|
|
1,522,689
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$
|
3,653,628
|
|
|
$
|
3,494,621
|
|
|
2
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
|
$
|
767,541
|
|
|
$
|
788,414
|
|
|
$
|
1,542,448
|
|
|
$
|
1,558,638
|
|
Cost of goods sold
|
|
422,501
|
|
|
435,767
|
|
|
851,131
|
|
|
864,579
|
|
||||
Gross profit
|
|
345,040
|
|
|
352,647
|
|
|
691,317
|
|
|
694,059
|
|
||||
Research and development expenses
|
|
62,514
|
|
|
66,431
|
|
|
125,976
|
|
|
127,934
|
|
||||
Selling and administrative expenses
|
|
134,063
|
|
|
132,919
|
|
|
254,898
|
|
|
256,653
|
|
||||
Restructuring and other charges, net
|
|
(358
|
)
|
|
182
|
|
|
(170
|
)
|
|
304
|
|
||||
Operating profit
|
|
148,821
|
|
|
153,115
|
|
|
310,613
|
|
|
309,168
|
|
||||
Interest expense
|
|
11,407
|
|
|
11,403
|
|
|
22,502
|
|
|
23,080
|
|
||||
Other expense (income), net
|
|
436
|
|
|
(4,641
|
)
|
|
(5,275
|
)
|
|
(3,198
|
)
|
||||
Income before taxes
|
|
136,978
|
|
|
146,353
|
|
|
293,386
|
|
|
289,286
|
|
||||
Taxes on income
|
|
31,604
|
|
|
36,068
|
|
|
59,754
|
|
|
72,294
|
|
||||
Net income
|
|
105,374
|
|
|
110,285
|
|
|
233,632
|
|
|
216,992
|
|
||||
Other comprehensive income (loss), after tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
17,557
|
|
|
7,570
|
|
|
(32,958
|
)
|
|
(1,826
|
)
|
||||
(Losses) gains on derivatives qualifying as hedges
|
|
(5,966
|
)
|
|
1,598
|
|
|
6,117
|
|
|
2,058
|
|
||||
Pension and postretirement net liability
|
|
5,476
|
|
|
4,400
|
|
|
11,023
|
|
|
8,765
|
|
||||
Other comprehensive income (loss)
|
|
17,067
|
|
|
13,568
|
|
|
(15,818
|
)
|
|
8,997
|
|
||||
Total comprehensive income
|
|
$
|
122,441
|
|
|
$
|
123,853
|
|
|
$
|
217,814
|
|
|
$
|
225,989
|
|
Net income per share - basic
|
|
$
|
1.30
|
|
|
$
|
1.35
|
|
|
$
|
2.88
|
|
|
$
|
2.66
|
|
Net income per share - diluted
|
|
$
|
1.29
|
|
|
$
|
1.35
|
|
|
$
|
2.86
|
|
|
$
|
2.64
|
|
Average number of shares outstanding - basic
|
|
80,790
|
|
|
80,949
|
|
|
80,729
|
|
|
81,003
|
|
||||
Average number of shares outstanding - diluted
|
|
81,192
|
|
|
81,430
|
|
|
81,201
|
|
|
81,583
|
|
||||
Dividends declared per share
|
|
$
|
0.47
|
|
|
$
|
0.39
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
3
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
233,632
|
|
|
$
|
216,992
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
41,041
|
|
|
49,131
|
|
||
Deferred income taxes
|
|
17,891
|
|
|
10,228
|
|
||
Loss (gain) on disposal of assets
|
|
14
|
|
|
(1,569
|
)
|
||
Stock-based compensation
|
|
12,860
|
|
|
14,034
|
|
||
Pension contributions
|
|
(57,493
|
)
|
|
(9,812
|
)
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Trade receivables
|
|
(92,329
|
)
|
|
(50,236
|
)
|
||
Inventories
|
|
(9,834
|
)
|
|
1,850
|
|
||
Accounts payable
|
|
28,435
|
|
|
(30,831
|
)
|
||
Accruals for incentive compensation
|
|
(21,191
|
)
|
|
(54,970
|
)
|
||
Other current payables and accrued expenses
|
|
20,204
|
|
|
(12,382
|
)
|
||
Other assets/liabilities, net
|
|
(6,912
|
)
|
|
21,595
|
|
||
Net cash provided by operating activities
|
|
166,318
|
|
|
154,030
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Cash paid for acquisition, net of cash received (including $15 million of contingent consideration related to the Aromor acquisition in 2014)
|
|
(188,835
|
)
|
|
(102,500
|
)
|
||
Additions to property, plant and equipment
|
|
(37,937
|
)
|
|
(60,244
|
)
|
||
Proceeds from life insurance contracts
|
|
548
|
|
|
17,750
|
|
||
Maturity of net investment hedges
|
|
9,735
|
|
|
(472
|
)
|
||
Proceeds from disposal of assets
|
|
1,515
|
|
|
2,074
|
|
||
Net cash used in investing activities
|
|
(214,974
|
)
|
|
(143,392
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Cash dividends paid to shareholders
|
|
(75,927
|
)
|
|
(63,417
|
)
|
||
Net change in revolving credit facility borrowings and overdrafts
|
|
(283
|
)
|
|
2,106
|
|
||
Deferred financing costs
|
|
—
|
|
|
(1,023
|
)
|
||
Repayments of debt
|
|
(30,000
|
)
|
|
—
|
|
||
Proceeds from issuance or drawdown of long-term debt
|
|
86,162
|
|
|
—
|
|
||
Proceeds from issuance of stock under stock plans
|
|
286
|
|
|
1,024
|
|
||
Excess tax benefits on stock-based payments
|
|
11,608
|
|
|
5,788
|
|
||
Purchase of treasury stock
|
|
(38,813
|
)
|
|
(34,103
|
)
|
||
Net cash used in financing activities
|
|
(46,967
|
)
|
|
(89,625
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(5,696
|
)
|
|
335
|
|
||
Net change in cash and cash equivalents
|
|
(101,319
|
)
|
|
(78,652
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
478,573
|
|
|
405,505
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
377,254
|
|
|
$
|
326,853
|
|
Interest paid, net of amounts capitalized
|
|
$
|
23,827
|
|
|
$
|
23,709
|
|
Income taxes paid
|
|
$
|
46,071
|
|
|
$
|
45,484
|
|
|
4
|
|
|
5
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
(SHARES IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Basic
|
80,790
|
|
|
80,949
|
|
|
80,729
|
|
|
81,003
|
|
Assumed dilution under stock plans
|
402
|
|
|
481
|
|
|
472
|
|
|
580
|
|
Diluted
|
81,192
|
|
|
81,430
|
|
|
81,201
|
|
|
81,583
|
|
|
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
|
)
|
|||
June 30, 2015
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
June 30,
|
|
December 31,
|
||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Gross carrying value
(1)
|
$
|
303,246
|
|
|
$
|
218,676
|
|
Accumulated amortization
|
(146,998
|
)
|
|
(142,119
|
)
|
||
Total
|
$
|
156,248
|
|
|
$
|
76,557
|
|
(1)
|
Includes patents, trademarks, technological know-how and other intellectual property, valued at acquisition.
|
(DOLLARS IN THOUSANDS)
|
Rate
|
|
Maturities
|
|
June 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
|
|
299,795
|
|
|
299,782
|
|
||
Credit facility
|
1.31
|
%
|
|
2019
|
|
55,000
|
|
|
—
|
|
||
Bank overdrafts and other
|
|
|
|
|
13,948
|
|
|
12,335
|
|
|||
Deferred realized gains on interest rate swaps
|
|
|
|
|
4,246
|
|
|
5,205
|
|
|||
|
|
|
|
|
997,989
|
|
|
942,322
|
|
|||
Less: Current portion of long-term debt
|
|
|
|
|
(8,793
|
)
|
|
(8,090
|
)
|
|||
|
|
|
|
|
$
|
989,196
|
|
|
$
|
934,232
|
|
|
7
|
|
|
8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Equity-based awards
|
$
|
7,473
|
|
|
$
|
9,338
|
|
|
$
|
12,860
|
|
|
$
|
14,034
|
|
Liability-based awards
|
666
|
|
|
1,519
|
|
|
2,573
|
|
|
2,764
|
|
||||
Total stock-based compensation expense
|
8,139
|
|
|
10,857
|
|
|
15,433
|
|
|
16,798
|
|
||||
Less: tax benefit
|
(2,225
|
)
|
|
(3,345
|
)
|
|
(4,412
|
)
|
|
(5,071
|
)
|
||||
Total stock-based compensation expense, after tax
|
$
|
5,914
|
|
|
$
|
7,512
|
|
|
$
|
11,021
|
|
|
$
|
11,727
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Flavors
|
$
|
372,478
|
|
|
$
|
375,513
|
|
|
$
|
749,586
|
|
|
$
|
742,018
|
|
Fragrances
|
395,063
|
|
|
412,901
|
|
|
792,862
|
|
|
816,620
|
|
||||
Consolidated
|
$
|
767,541
|
|
|
$
|
788,414
|
|
|
$
|
1,542,448
|
|
|
$
|
1,558,638
|
|
Segment profit:
|
|
|
|
|
|
|
|
||||||||
Flavors
|
$
|
84,015
|
|
|
$
|
90,805
|
|
|
$
|
176,743
|
|
|
$
|
178,869
|
|
Fragrances
|
79,924
|
|
|
85,474
|
|
|
161,522
|
|
|
172,638
|
|
||||
Global expenses
|
(8,629
|
)
|
|
(19,869
|
)
|
|
(20,194
|
)
|
|
(36,303
|
)
|
||||
Restructuring and other charges, net
|
358
|
|
|
(182
|
)
|
|
170
|
|
|
(304
|
)
|
||||
Acquisition and related costs (1)
|
(6,566
|
)
|
|
—
|
|
|
(7,066
|
)
|
|
—
|
|
||||
Operational improvement initiative costs (2)
|
(281
|
)
|
|
(3,113
|
)
|
|
(562
|
)
|
|
(5,732
|
)
|
||||
Operating profit
|
148,821
|
|
|
153,115
|
|
|
310,613
|
|
|
309,168
|
|
||||
Interest expense
|
(11,407
|
)
|
|
(11,403
|
)
|
|
(22,502
|
)
|
|
(23,080
|
)
|
||||
Other (expense) income, net
|
(436
|
)
|
|
4,641
|
|
|
5,275
|
|
|
3,198
|
|
||||
Income before taxes
|
$
|
136,978
|
|
|
$
|
146,353
|
|
|
$
|
293,386
|
|
|
$
|
289,286
|
|
(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 Ottens Flavors.
|
(2)
|
Operational improvement initiative costs relate to the closing of a smaller facility in Europe and certain manufacturing activities in Asia, while transferring production to larger facilities in each respective region.
|
|
9
|
|
U.S. Plans
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
984
|
|
|
$
|
885
|
|
|
$
|
1,968
|
|
|
$
|
1,769
|
|
Interest cost on projected benefit obligation
|
5,954
|
|
|
6,232
|
|
|
11,907
|
|
|
12,463
|
|
||||
Expected return on plan assets
|
(8,083
|
)
|
|
(6,913
|
)
|
|
(16,165
|
)
|
|
(13,826
|
)
|
||||
Net amortization and deferrals
|
5,203
|
|
|
4,255
|
|
|
10,406
|
|
|
8,509
|
|
||||
Net periodic benefit cost
|
4,058
|
|
|
4,459
|
|
|
8,116
|
|
|
8,915
|
|
||||
Defined contribution and other retirement plans
|
2,093
|
|
|
1,791
|
|
|
4,228
|
|
|
3,902
|
|
||||
Total expense
|
$
|
6,151
|
|
|
$
|
6,250
|
|
|
$
|
12,344
|
|
|
$
|
12,817
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Plans
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
4,102
|
|
|
$
|
4,002
|
|
|
$
|
8,485
|
|
|
$
|
7,950
|
|
Interest cost on projected benefit obligation
|
6,151
|
|
|
8,541
|
|
|
12,543
|
|
|
16,952
|
|
||||
Expected return on plan assets
|
(12,440
|
)
|
|
(12,675
|
)
|
|
(25,390
|
)
|
|
(25,155
|
)
|
||||
Net amortization and deferrals
|
3,314
|
|
|
3,000
|
|
|
6,801
|
|
|
5,954
|
|
||||
Net periodic benefit cost
|
1,127
|
|
|
2,868
|
|
|
2,439
|
|
|
5,701
|
|
||||
Defined contribution and other retirement plans
|
1,693
|
|
|
1,444
|
|
|
3,288
|
|
|
2,622
|
|
||||
Total expense
|
$
|
2,820
|
|
|
$
|
4,312
|
|
|
$
|
5,727
|
|
|
$
|
8,323
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost for benefits earned
|
$
|
301
|
|
|
$
|
323
|
|
|
$
|
601
|
|
|
$
|
645
|
|
Interest cost on projected benefit obligation
|
1,082
|
|
|
1,238
|
|
|
2,164
|
|
|
2,475
|
|
||||
Net amortization and deferrals
|
(712
|
)
|
|
(979
|
)
|
|
(1,423
|
)
|
|
(1,958
|
)
|
||||
Total postretirement benefit expense
|
$
|
671
|
|
|
$
|
582
|
|
|
$
|
1,342
|
|
|
$
|
1,162
|
|
|
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
.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
(DOLLARS IN THOUSANDS)
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
(1)
|
$
|
377,254
|
|
|
$
|
377,254
|
|
|
$
|
478,573
|
|
|
$
|
478,573
|
|
Credit facilities and bank overdrafts
(2)
|
68,948
|
|
|
68,948
|
|
|
12,335
|
|
|
12,335
|
|
||||
Long-term debt:
(3)
|
|
|
|
|
|
|
|
||||||||
Senior notes - 2007
|
500,000
|
|
|
576,942
|
|
|
500,000
|
|
|
587,650
|
|
||||
Senior notes - 2006
|
125,000
|
|
|
130,352
|
|
|
125,000
|
|
|
133,137
|
|
||||
Senior notes - 2013
|
299,795
|
|
|
294,136
|
|
|
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)
|
June 30, 2015
|
|
December 31, 2014
|
||||
Foreign currency contracts
|
$
|
296,600
|
|
|
$
|
191,150
|
|
Interest rate swaps
|
$
|
425,000
|
|
|
$
|
425,000
|
|
|
June 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
|
$
|
12,519
|
|
|
$
|
2,686
|
|
|
$
|
15,205
|
|
Interest rate swaps
|
2,169
|
|
|
—
|
|
|
2,169
|
|
|||
|
$
|
14,688
|
|
|
$
|
2,686
|
|
|
$
|
17,374
|
|
Derivative liabilities
(b)
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
2,911
|
|
|
$
|
3,178
|
|
|
$
|
6,089
|
|
|
$
|
2,911
|
|
|
$
|
3,178
|
|
|
$
|
6,089
|
|
|
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.
|
|
12
|
|
|
|||||||||
Derivatives Not Designated as Hedging Instruments
|
Amount of Gain (Loss)
Recognized in Income on Derivative |
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
||||||
|
Three Months Ended June 30,
|
|
|
||||||
|
2015
|
|
2014
|
|
|
||||
Foreign currency contracts
|
$
|
371
|
|
|
$
|
3,465
|
|
|
Other expense (income), net
|
Derivatives Not Designated as Hedging Instruments
|
Amount of Gain (Loss)
Recognized in Income on Derivative |
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
||||||
|
Six Months Ended June 30,
|
|
|
||||||
|
2015
|
|
2014
|
|
|
||||
Foreign currency contracts
|
$
|
10,075
|
|
|
$
|
538
|
|
|
Other expense (income), net
|
|
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 June 30,
|
|
|
|
Three Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
(6,035
|
)
|
|
1,530
|
|
|
Cost of goods sold
|
|
3,561
|
|
|
(725
|
)
|
||||
Interest rate swaps
(1)
|
69
|
|
|
68
|
|
|
Interest expense
|
|
(69
|
)
|
|
(68
|
)
|
||||
Derivatives in Net Investment Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
(1,030
|
)
|
|
673
|
|
|
N/A
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
(6,996
|
)
|
|
$
|
2,271
|
|
|
|
|
$
|
3,492
|
|
|
$
|
(793
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
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)
|
||||||||||||
|
Six Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
5,979
|
|
|
1,921
|
|
|
Cost of goods sold
|
|
4,584
|
|
|
(1,478
|
)
|
||||
Interest rate swaps
(1)
|
138
|
|
|
137
|
|
|
Interest expense
|
|
(138
|
)
|
|
$
|
(137
|
)
|
|||
Derivatives in Net Investment Hedging Relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
3,531
|
|
|
298
|
|
|
N/A
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
9,648
|
|
|
$
|
2,356
|
|
|
|
|
$
|
4,446
|
|
|
$
|
(1,615
|
)
|
|
13
|
|
|
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
|
(32,958
|
)
|
|
10,563
|
|
|
—
|
|
|
(22,395
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(4,446
|
)
|
|
11,023
|
|
|
6,577
|
|
||||
Net current period other comprehensive income (loss)
|
(32,958
|
)
|
|
6,117
|
|
|
11,023
|
|
|
(15,818
|
)
|
||||
Accumulated other comprehensive (loss) income, net of tax, as of June 30, 2015
|
$
|
(206,300
|
)
|
|
$
|
18,488
|
|
|
$
|
(368,436
|
)
|
|
$
|
(556,248
|
)
|
|
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
|
(1,826
|
)
|
|
443
|
|
|
—
|
|
|
(1,383
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
1,615
|
|
|
8,765
|
|
|
10,380
|
|
||||
Net current period other comprehensive income (loss)
|
(1,826
|
)
|
|
2,058
|
|
|
8,765
|
|
|
8,997
|
|
||||
Accumulated other comprehensive (loss) income, net of tax, as of June 30, 2014
|
$
|
(106,104
|
)
|
|
$
|
(1,954
|
)
|
|
$
|
(275,656
|
)
|
|
$
|
(383,714
|
)
|
|
14
|
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 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
|
5,239
|
|
|
(2,038
|
)
|
|
Cost of goods sold
|
||
Interest rate swaps
|
(138
|
)
|
|
(137
|
)
|
|
Interest expense
|
||
|
(655
|
)
|
|
560
|
|
|
Provision for income taxes
|
||
|
$
|
4,446
|
|
|
$
|
(1,615
|
)
|
|
Total, net of income taxes
|
(Losses) gains on pension and postretirement liability adjustments
|
|
|
|
|
|
||||
Prior service cost
|
2,318
|
|
|
(14,729
|
)
|
|
(a)
|
||
Actuarial losses
|
(18,102
|
)
|
|
2,224
|
|
|
(a)
|
||
|
4,761
|
|
|
3,740
|
|
|
Provision for income taxes
|
||
|
$
|
(11,023
|
)
|
|
$
|
(8,765
|
)
|
|
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
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE AMOUNTS)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Net sales
|
$
|
767,541
|
|
|
$
|
788,414
|
|
|
(3
|
)%
|
|
$
|
1,542,448
|
|
|
$
|
1,558,638
|
|
|
(1
|
)%
|
Cost of goods sold
|
422,501
|
|
|
435,767
|
|
|
(3
|
)%
|
|
851,131
|
|
|
864,579
|
|
|
(2
|
)%
|
||||
Gross profit
|
345,040
|
|
|
352,647
|
|
|
|
|
691,317
|
|
|
694,059
|
|
|
|
||||||
Research and development (R&D) expenses
|
62,514
|
|
|
66,431
|
|
|
(6
|
)%
|
|
125,976
|
|
|
127,934
|
|
|
(2
|
)%
|
||||
Selling and administrative (S&A) expenses
|
134,063
|
|
|
132,919
|
|
|
1
|
%
|
|
254,898
|
|
|
256,653
|
|
|
(1
|
)%
|
||||
Restructuring and other charges, net
|
(358
|
)
|
|
182
|
|
|
(297
|
)%
|
|
(170
|
)
|
|
304
|
|
|
(156
|
)%
|
||||
Operating profit
|
148,821
|
|
|
153,115
|
|
|
|
|
310,613
|
|
|
309,168
|
|
|
|
||||||
Interest expense
|
11,407
|
|
|
11,403
|
|
|
—
|
%
|
|
22,502
|
|
|
23,080
|
|
|
(3
|
)%
|
||||
Other expense (income), net
|
436
|
|
|
(4,641
|
)
|
|
(109
|
)%
|
|
(5,275
|
)
|
|
(3,198
|
)
|
|
65
|
%
|
||||
Income before taxes
|
136,978
|
|
|
146,353
|
|
|
|
|
293,386
|
|
|
289,286
|
|
|
|
||||||
Taxes on income
|
31,604
|
|
|
36,068
|
|
|
(12
|
)%
|
|
59,754
|
|
|
72,294
|
|
|
(17
|
)%
|
||||
Net income
|
$
|
105,374
|
|
|
$
|
110,285
|
|
|
(4
|
)%
|
|
$
|
233,632
|
|
|
$
|
216,992
|
|
|
8
|
%
|
Diluted EPS
|
$
|
1.29
|
|
|
$
|
1.35
|
|
|
(4
|
)%
|
|
$
|
2.86
|
|
|
$
|
2.64
|
|
|
8
|
%
|
Gross margin
|
45.0
|
%
|
|
44.7
|
%
|
|
30
|
|
|
44.8
|
%
|
|
44.5
|
%
|
|
30
|
|
||||
R&D as a percentage of sales
|
8.1
|
%
|
|
8.4
|
%
|
|
(30
|
)
|
|
8.2
|
%
|
|
8.2
|
%
|
|
—
|
|
||||
S&A as a percentage of sales
|
17.5
|
%
|
|
16.9
|
%
|
|
60
|
|
|
16.5
|
%
|
|
16.5
|
%
|
|
—
|
|
||||
Operating margin
|
19.4
|
%
|
|
19.4
|
%
|
|
—
|
|
|
20.1
|
%
|
|
19.8
|
%
|
|
30
|
|
||||
Adjusted operating margin
(1)
|
20.2
|
%
|
|
19.8
|
%
|
|
40
|
|
|
20.6
|
%
|
|
20.2
|
%
|
|
40
|
|
||||
Effective tax rate
|
23.1
|
%
|
|
24.6
|
%
|
|
(150
|
)
|
|
20.4
|
%
|
|
25.0
|
%
|
|
(460
|
)
|
||||
Segment net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flavors
|
$
|
372,478
|
|
|
$
|
375,513
|
|
|
(1
|
)%
|
|
$
|
749,586
|
|
|
$
|
742,018
|
|
|
1
|
%
|
Fragrances
|
395,063
|
|
|
412,901
|
|
|
(4
|
)%
|
|
792,862
|
|
|
816,620
|
|
|
(3
|
)%
|
||||
Consolidated
|
$
|
767,541
|
|
|
$
|
788,414
|
|
|
|
|
$
|
1,542,448
|
|
|
$
|
1,558,638
|
|
|
|
(1)
|
Adjusted operating margin excludes the benefit from Restructuring and other charges, net of
$0.4 million
, operational improvement initiative costs of
$0.3 million
and acquisition and related costs of
$6.6 million
for the
three months ended June 30, 2015
and excludes $3.3 million of restructuring and operational improvement initiative costs for the
three months ended June 30, 2014
. For the
six
months ended
June 30, 2015
, adjusted operating margin excludes the benefit from Restructuring and other charges, net of
$0.2 million
, operational improvement initiative costs of
$0.6 million
and acquisition related costs of
$7.1 million
compared to the exclusion of $6.0 million of Restructuring and other charges, net and operational improvement initiative costs during the comparable
2014
period.
|
|
20
|
|
|
|
% Change in Sales-Second Quarter 2015 vs. Second Quarter 2014
|
||||||||||||||||
|
|
Fine Fragrances
|
|
Consumer Fragrances
|
|
Ingredients
|
|
Total Frag.
|
|
Flavors
|
|
Total
|
||||||
NOAM
|
Reported
|
-7
|
%
|
|
-1
|
%
|
|
-16
|
%
|
|
-6
|
%
|
|
5
|
%
|
|
0
|
%
|
EAME
|
Reported
|
-6
|
%
|
|
-7
|
%
|
|
-11
|
%
|
|
-8
|
%
|
|
-12
|
%
|
|
-10
|
%
|
|
Currency Neutral
(1)
|
17
|
%
|
|
14
|
%
|
|
1
|
%
|
|
12
|
%
|
|
6
|
%
|
|
9
|
%
|
LA
|
Reported
|
-19
|
%
|
|
13
|
%
|
|
2
|
%
|
|
4
|
%
|
|
6
|
%
|
|
5
|
%
|
|
Currency Neutral
(1)
|
-15
|
%
|
|
15
|
%
|
|
1
|
%
|
|
6
|
%
|
|
14
|
%
|
|
9
|
%
|
GA
|
Reported
|
-2
|
%
|
|
-4
|
%
|
|
-8
|
%
|
|
-4
|
%
|
|
2
|
%
|
|
-1
|
%
|
|
Currency Neutral
(1)
|
-2
|
%
|
|
-2
|
%
|
|
-1
|
%
|
|
-2
|
%
|
|
6
|
%
|
|
3
|
%
|
Total
|
Reported
|
-9
|
%
|
|
-1
|
%
|
|
-11
|
%
|
|
-4
|
%
|
|
-1
|
%
|
|
-3
|
%
|
|
Currency Neutral
(1)
|
2
|
%
|
|
6
|
%
|
|
-3
|
%
|
|
4
|
%
|
|
7
|
%
|
|
5
|
%
|
(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
5%
, which included sales from Ottens Flavors and high double-digit growth in Dairy. NOAM Fragrance sales decreased
6%
in the
second
quarter of
2015
, principally due to double-digit declines in Fragrance Ingredients and Toiletries and mid to high single-digit decreases in Fine Fragrance, Hair Care and Personal Wash, which were only partially offset by double-digit growth in Fabric Care.
|
•
|
EAME Flavors currency neutral sales growth of
6%
was led by double-digit growth in Savory and mid single-digit growth in Beverage, which more than offset mid single-digit declines in Dairy. EAME Fragrance currency neutral sales increased
12%
overall, driven mainly by double-digit growth in Fabric Care, Fine Fragrance, Home Care and Hair Care categories, as well as low single-digit increases in Fragrance Ingredients.
|
•
|
LA Flavors currency neutral sales were up
14%
driven by double-digit gains in the Savory, Beverage and Dairy categories as well as high single-digit growth in Sweet. LA Fragrances currency neutral sales increased
6%
overall,
|
|
21
|
|
•
|
GA Flavors had currency neutral sales growth of
6%
principally from mid single-digit gains in Savory, Beverage and Dairy. GA Fragrances currency neutral sales decline of
2%
was principally driven by low to mid single-digit declines in Personal Wash, Home Care and Fabric Care, which was only partially offset by mid to high single-digit gains in Hair Care and Toiletries.
|
|
Three Months Ended June 30,
|
||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Segment profit:
|
|
|
|
||||
Flavors
|
$
|
84,015
|
|
|
$
|
90,805
|
|
Fragrances
|
79,924
|
|
|
85,474
|
|
||
Global expenses
|
(8,629
|
)
|
|
(19,869
|
)
|
||
Restructuring and other charges, net
|
358
|
|
|
(182
|
)
|
||
Acquisition and related costs
|
(6,566
|
)
|
|
—
|
|
||
Operational improvement initiative costs
|
(281
|
)
|
|
(3,113
|
)
|
||
Operating profit
|
$
|
148,821
|
|
|
$
|
153,115
|
|
Profit margin
|
|
|
|
||||
Flavors
|
22.6
|
%
|
|
24.2
|
%
|
||
Fragrances
|
20.2
|
%
|
|
20.7
|
%
|
||
Consolidated
|
19.4
|
%
|
|
19.4
|
%
|
|
22
|
|
|
23
|
|
|
|
% Change in Sales-First Six Months 2015 vs. First Six Months 2014
|
||||||||||||||||
|
|
Fine Fragrances
|
|
Consumer Fragrances
|
|
Ingredients
|
|
Total Frag.
|
|
Flavors
|
|
Total
|
||||||
NOAM
|
Reported
|
-10
|
%
|
|
2
|
%
|
|
-18
|
%
|
|
-6
|
%
|
|
8
|
%
|
|
1
|
%
|
EAME
|
Reported
|
-9
|
%
|
|
-4
|
%
|
|
-9
|
%
|
|
-7
|
%
|
|
-8
|
%
|
|
-8
|
%
|
|
Currency Neutral
(1)
|
8
|
%
|
|
14
|
%
|
|
0
|
%
|
|
9
|
%
|
|
7
|
%
|
|
8
|
%
|
LA
|
Reported
|
-11
|
%
|
|
13
|
%
|
|
2
|
%
|
|
6
|
%
|
|
10
|
%
|
|
8
|
%
|
|
Currency Neutral
(1)
|
-7
|
%
|
|
16
|
%
|
|
-2
|
%
|
|
9
|
%
|
|
18
|
%
|
|
12
|
%
|
GA
|
Reported
|
16
|
%
|
|
-1
|
%
|
|
-1
|
%
|
|
-1
|
%
|
|
1
|
%
|
|
0
|
%
|
|
Currency Neutral
(1)
|
17
|
%
|
|
1
|
%
|
|
7
|
%
|
|
2
|
%
|
|
5
|
%
|
|
4
|
%
|
Total
|
Reported
|
-9
|
%
|
|
2
|
%
|
|
-10
|
%
|
|
-3
|
%
|
|
1
|
%
|
|
-1
|
%
|
|
Currency Neutral
(1)
|
0
|
%
|
|
8
|
%
|
|
-3
|
%
|
|
4
|
%
|
|
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
8%
which included sales from Ottens Flavors and high double-digit gains in Dairy and high single-digit gains in Sweet. NOAM Fragrance sales decreased
6%
in the first
six
months of
2015
, principally due to double-digit declines in Fragrance Ingredients, Fine Fragrance and Toiletries, that were only partially offset by double-digit growth in Fabric Care and mid single-digit growth in Home Care categories.
|
•
|
EAME Flavors currency neutral sales growth of
7%
was led by high single-digit growth in Savory and Beverage and mid single-digit growth in Sweet. EAME Fragrance currency neutral sales increased
9%
overall, driven mainly by high double-digit growth in Fabric Care and Home Care categories as well as high single-digit gains in Fine Fragrance.
|
•
|
LA Flavors currency neutral sales were up
18%
driven by double-digit gains in the Beverage, Savory and Dairy and high single-digit growth in Sweet. LA Fragrances currency neutral sales increased
9%
overall, principally led by high double-digit gains in Fabric Care and Home Care as well as double-digit gains in Hair Care, which more than offset double-digit declines in Personal Wash and Toiletries and low single-digit declines in Fragrance Ingredients.
|
•
|
GA Flavors had currency neutral sales growth of
5%
principally from high single-digit gains in Beverage and Savory. GA Fragrances currency neutral sales growth of
2%
was principally driven by high double-digit growth in Fine Fragrance as well as high single-digit growth in Toiletries and mid single-digit growth in Fragrance Ingredients and Hair Care.
|
|
24
|
|
|
Six Months Ended June 30, 2015
|
||||||
(DOLLARS IN THOUSANDS)
|
2015
|
|
2014
|
||||
Segment profit:
|
|
|
|
||||
Flavors
|
$
|
176,743
|
|
|
$
|
178,869
|
|
Fragrances
|
161,522
|
|
|
172,638
|
|
||
Global expenses
|
(20,194
|
)
|
|
(36,303
|
)
|
||
Restructuring and other charges, net
|
170
|
|
|
(304
|
)
|
||
Acquisition and related costs
|
(7,066
|
)
|
|
—
|
|
||
Operational improvement initiative costs
|
(562
|
)
|
|
(5,732
|
)
|
||
Operating profit
|
$
|
310,613
|
|
|
$
|
309,168
|
|
Profit margin
|
|
|
|
||||
Flavors
|
23.6
|
%
|
|
24.1
|
%
|
||
Fragrances
|
20.4
|
%
|
|
21.1
|
%
|
||
Consolidated
|
20.1
|
%
|
|
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 June 30,
|
||||||
(DOLLARS IN MILLIONS)
|
2015
|
|
2014
|
||||
Net income
|
$
|
431.2
|
|
|
$
|
377.5
|
|
Interest expense
|
45.5
|
|
|
45.8
|
|
||
Income taxes
|
121.9
|
|
|
128.8
|
|
||
Depreciation and amortization
|
81.4
|
|
|
95.9
|
|
||
Specified items
(1)
|
0.8
|
|
|
0.4
|
|
||
Non-cash items
(2)
|
19.3
|
|
|
23.1
|
|
||
Adjusted EBITDA
|
$
|
700.1
|
|
|
$
|
671.5
|
|
(1)
|
Specified items for the 12 months ended
June 30, 2015
of $0.8 million consist of restructuring charges.
|
(2)
|
Non-cash items, defined as part of Adjusted EBITDA in the terms of the Company’s credit facility agreement dated November 9, 2011 and amended and restated on April 4, 2014, 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.
|
|
June 30,
|
||||||
(DOLLARS IN MILLIONS)
|
2015
|
|
2014
|
||||
Total debt
|
$
|
998.0
|
|
|
$
|
935.7
|
|
Adjustments:
|
|
|
|
||||
Deferred gain on interest rate swaps
|
(4.2
|
)
|
|
(6.1
|
)
|
||
Cash and cash equivalents
|
(377.3
|
)
|
|
(326.9
|
)
|
||
Net debt
|
$
|
616.5
|
|
|
$
|
602.7
|
|
|
28
|
|
•
|
volatility and increases in the price of raw materials, energy and transportation;
|
•
|
the economic and political risks associated with our international operations;
|
•
|
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 its 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 June 30, 2015
|
|
Six Months Ended June 30, 2015
|
|
Operating Profit
|
|
Operating Profit
|
% Change - Reported (GAAP)
|
(3)%
|
|
—%
|
Items impacting comparability
(1)
|
2%
|
|
1%
|
% Change - Adjusted (Non-GAAP)
|
(1)%
|
|
1%
|
Currency Impact
|
8%
|
|
8%
|
% Change Year-over-Year - Currency Neutral Adjusted (Non-GAAP)**
|
7%
|
|
9%
|
(DOLLARS IN THOUSANDS)
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
Ottens Flavors
|
$1.2
|
|
$1.2
|
|
30
|
|
|
31
|
|
Item 1.
|
Legal Proceedings
|
|
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
|
||||||
April 1 - 30, 2015
|
22,259
|
|
|
$
|
117.53
|
|
|
22,259
|
|
|
$
|
95,657,211
|
|
May 1 - 31, 2015
|
44,125
|
|
|
116.65
|
|
|
44,125
|
|
|
90,510,231
|
|
||
June 1 - 30, 2015
|
180,790
|
|
|
112.78
|
|
|
180,790
|
|
|
70,120,414
|
|
||
Total
|
247,174
|
|
|
$
|
113.90
|
|
|
247,174
|
|
|
$
|
70,120,414
|
|
(1)
|
Shares were repurchased pursuant to the repurchase program announced in December 2012, with repurchases beginning in the first quarter of 2013. Repurchases under the program are limited to $250 million in total repurchase price, and the expiration date is December 31, 2016. 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:
|
|
August 10, 2015
|
By:
|
|
/s/ Andreas Fibig
|
|
|
|
|
|
Andreas Fibig
|
|
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
|
August 10, 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
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
The Estée Lauder Companies Inc. | EL |
L Brands, Inc. | LB |
Revlon, Inc. | REV |
Suppliers
Supplier name | Ticker |
---|---|
Stepan Company | SCL |
Sensient Technologies Corporation | SXT |
Tredegar Corporation | TG |
Flotek Industries, Inc. | FTK |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|