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, 2014 | December 31, 2013 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 326,853 | $ | 405,505 | ||||
Trade receivables (net of allowances of $10,443 and $10,493, respectively) | 583,220 | 524,493 | ||||||
Inventories: Raw materials | 257,328 | 252,457 | ||||||
Work in process | 17,818 | 6,658 | ||||||
Finished goods | 279,725 | 274,691 | ||||||
Total Inventories | 554,871 | 533,806 | ||||||
Deferred income taxes | 30,475 | 40,189 | ||||||
Prepaid expenses and other current assets | 148,629 | 148,910 | ||||||
Total Current Assets | 1,644,048 | 1,652,903 | ||||||
Property, plant and equipment, at cost | 1,814,663 | 1,757,983 | ||||||
Accumulated depreciation | (1,115,821 | ) | (1,070,768 | ) | ||||
698,842 | 687,215 | |||||||
Goodwill | 675,484 | 665,582 | ||||||
Other intangible assets, net | 80,176 | 30,615 | ||||||
Deferred income taxes | 151,830 | 154,437 | ||||||
Other assets | 150,153 | 140,979 | ||||||
Total Assets | $ | 3,400,533 | $ | 3,331,731 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Bank borrowings and overdrafts and current portion of long-term debt | $ | 3,052 | $ | 149 | ||||
Accounts payable | 195,251 | 226,733 | ||||||
Accrued payroll and bonus | 52,379 | 105,816 | ||||||
Dividends payable | 31,672 | 31,740 | ||||||
Restructuring and other charges | 2,022 | 2,116 | ||||||
Other current liabilities | 184,274 | 193,812 | ||||||
Total Current Liabilities | 468,650 | 560,366 | ||||||
Long-term debt | 932,621 | 932,665 | ||||||
Deferred gains | 47,957 | 41,339 | ||||||
Retirement liabilities | 238,531 | 238,225 | ||||||
Other liabilities | 110,830 | 92,085 | ||||||
Total Other Liabilities | 1,329,939 | 1,304,314 | ||||||
Commitments and Contingencies (Note 12) | ||||||||
Shareholders’ Equity: | ||||||||
Common stock 12 1/2¢ par value; authorized 500,000,000 shares; issued 115,761,900 and 115,761,840 shares as of June 30, 2014 and December 31, 2013; and outstanding 81,177,534 and 81,384,246 shares as of June 30, 2014 and December 31, 2013 | 14,470 | 14,470 | ||||||
Capital in excess of par value | 131,772 | 131,461 | ||||||
Retained earnings | 3,229,301 | 3,075,657 | ||||||
Accumulated other comprehensive loss | (383,714 | ) | (392,711 | ) | ||||
Treasury stock, at cost - 34,584,366 shares as of June 30, 2014 and 34,377,594 shares as of December 31, 2013 | (1,393,531 | ) | (1,365,805 | ) | ||||
Total Shareholders’ Equity | 1,598,298 | 1,463,072 | ||||||
Noncontrolling interest | 3,646 | 3,979 | ||||||
Total Shareholders’ Equity including noncontrolling interest | 1,601,944 | 1,467,051 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 3,400,533 | $ | 3,331,731 |
2 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net sales | $ | 788,414 | $ | 757,635 | $ | 1,558,638 | $ | 1,485,471 | ||||||||
Cost of goods sold | 435,767 | 423,649 | 864,579 | 840,125 | ||||||||||||
Research and development expenses | 66,431 | 64,672 | 127,934 | 123,774 | ||||||||||||
Selling and administrative expenses | 132,919 | 124,813 | 256,653 | 239,468 | ||||||||||||
Restructuring and other charges, net | 182 | 2,105 | 304 | 2,105 | ||||||||||||
Interest expense | 11,403 | 12,860 | 23,080 | 24,013 | ||||||||||||
Other income, net | (4,641 | ) | (11,209 | ) | (3,198 | ) | (12,282 | ) | ||||||||
Income before taxes | 146,353 | 140,745 | 289,286 | 268,268 | ||||||||||||
Taxes on income | 36,068 | 38,423 | 72,294 | 75,248 | ||||||||||||
Net income | 110,285 | 102,322 | 216,992 | 193,020 | ||||||||||||
Other comprehensive income (loss), after tax: | ||||||||||||||||
Foreign currency translation adjustments | 7,570 | (17,051 | ) | (1,826 | ) | (16,825 | ) | |||||||||
Gains (losses) on derivatives qualifying as hedges | 1,598 | (2,174 | ) | 2,058 | (2,302 | ) | ||||||||||
Pension and postretirement net liability | 4,400 | 5,088 | 8,765 | 10,220 | ||||||||||||
Other comprehensive income (loss) | 13,568 | (14,137 | ) | 8,997 | (8,907 | ) | ||||||||||
Total comprehensive income | $ | 123,853 | $ | 88,185 | $ | 225,989 | $ | 184,113 | ||||||||
Net income per share - basic | $ | 1.35 | $ | 1.25 | $ | 2.66 | $ | 2.36 | ||||||||
Net income per share - diluted | $ | 1.35 | $ | 1.24 | $ | 2.64 | $ | 2.34 | ||||||||
Average number of shares outstanding - basic | 80,949 | 81,309 | 81,003 | 81,300 | ||||||||||||
Average number of shares outstanding - diluted | 81,430 | 82,041 | 81,583 | 82,018 | ||||||||||||
Dividends declared per share | $ | 0.39 | $ | 0.34 | $ | 0.78 | $ | 0.68 |
3 |
Six Months Ended June 30, | ||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 216,992 | $ | 193,020 | ||||
Adjustments to reconcile to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 49,131 | 39,807 | ||||||
Deferred income taxes | 10,228 | 4,971 | ||||||
Gain on disposal of assets | (1,569 | ) | (18,021 | ) | ||||
Stock-based compensation | 14,034 | 14,050 | ||||||
Changes in assets and liabilities, net of Aromor acquisition: | ||||||||
Trade receivables | (50,236 | ) | (60,753 | ) | ||||
Inventories | 1,850 | 14,694 | ||||||
Accounts payable | (30,831 | ) | (10,198 | ) | ||||
Accruals for incentive compensation | (54,970 | ) | (23,076 | ) | ||||
Other current payables and accrued expenses | (12,382 | ) | 13,919 | |||||
Other assets | 2,877 | (21,727 | ) | |||||
Other liabilities | 8,906 | (28,643 | ) | |||||
Net cash provided by operating activities | 154,030 | 118,043 | ||||||
Cash flows from investing activities: | ||||||||
Cash paid for acquisition, net of cash received (including $15 million of contingent consideration) | (102,500 | ) | — | |||||
Additions to property, plant and equipment | (60,244 | ) | (60,689 | ) | ||||
Proceeds from life insurance contracts | 17,750 | 793 | ||||||
Maturity of net investment hedges | (472 | ) | 626 | |||||
Proceeds from disposal of assets | 2,074 | 16,467 | ||||||
Net cash used in investing activities | (143,392 | ) | (42,803 | ) | ||||
Cash flows from financing activities: | ||||||||
Cash dividends paid to shareholders | (63,417 | ) | (27,733 | ) | ||||
Net change in revolving credit facility borrowings and overdrafts | 2,106 | (284,061 | ) | |||||
Deferred financing costs | (1,023 | ) | (2,786 | ) | ||||
Proceeds from long-term debt | — | 297,786 | ||||||
Proceeds from issuance of stock under stock plans | 1,024 | 3,566 | ||||||
Excess tax benefits on stock-based payments | 5,788 | 5,172 | ||||||
Purchase of treasury stock | (34,103 | ) | (19,174 | ) | ||||
Net cash used in financing activities | (89,625 | ) | (27,230 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | 335 | (6,535 | ) | |||||
Net change in cash and cash equivalents | (78,652 | ) | 41,475 | |||||
Cash and cash equivalents at beginning of year | 405,505 | 324,422 | ||||||
Cash and cash equivalents at end of period | $ | 326,853 | $ | 365,897 | ||||
Interest paid, net of amounts capitalized | $ | 23,709 | $ | 20,955 | ||||
Income taxes paid | $ | 45,484 | $ | 71,659 |
4 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
(SHARES IN THOUSANDS) | 2014 | 2013 | 2014 | 2013 | |||||||
Basic | 80,949 | 81,309 | 81,003 | 81,300 | |||||||
Assumed dilution under stock plans | 481 | 732 | 580 | 718 | |||||||
Diluted | 81,430 | 82,041 | 81,583 | 82,018 |
5 |
(DOLLARS IN THOUSANDS) | Employee-Related Costs | Accelerated Depreciation | Other | Total | |||||||||||
December 31, 2013 | $ | 2,116 | $ | — | $ | — | $ | 2,116 | |||||||
Additional charges, net | (46 | ) | 5,100 | 350 | 5,404 | ||||||||||
Non-cash charges | — | (5,100 | ) | — | (5,100 | ) | |||||||||
Payments and other costs | (48 | ) | — | (350 | ) | (398 | ) | ||||||||
June 30, 2014 | $ | 2,022 | $ | — | $ | — | $ | 2,022 |
June 30, | December 31, | ||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | |||||
Gross carrying value (1) | $ | 218,676 | $ | 165,406 | |||
Accumulated amortization | (138,500 | ) | (134,791 | ) | |||
Total | $ | 80,176 | $ | 30,615 |
(1) | Includes patents, trademarks, technological know-how and other intellectual property, valued at acquisition. |
6 |
(DOLLARS IN THOUSANDS) | Rate | Maturities | June 30, 2014 | December 31, 2013 | ||||||||
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 | 299,767 | 299,736 | |||||||
Bank overdrafts and other | 4,747 | 984 | ||||||||||
Deferred realized gains on interest rate swaps | 6,159 | 7,094 | ||||||||||
935,673 | 932,814 | |||||||||||
Less: Current portion of long-term debt | (3,052 | ) | (149 | ) | ||||||||
$ | 932,621 | $ | 932,665 |
7 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Equity-based awards | $ | 9,338 | $ | 9,527 | $ | 14,034 | $ | 14,050 | |||||||
Liability-based awards | 1,519 | 600 | 2,764 | 2,051 | |||||||||||
Total stock-based compensation expense | 10,857 | 10,127 | 16,798 | 16,101 | |||||||||||
Less: tax benefit | (3,345 | ) | (3,114 | ) | (5,071 | ) | (5,021 | ) | |||||||
Total stock-based compensation expense, after tax | $ | 7,512 | $ | 7,013 | $ | 11,727 | $ | 11,080 |
8 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Net sales: | |||||||||||||||
Flavors | $ | 375,513 | $ | 374,041 | $ | 742,018 | $ | 730,401 | |||||||
Fragrances | 412,901 | 383,594 | 816,620 | 755,070 | |||||||||||
Consolidated | $ | 788,414 | $ | 757,635 | $ | 1,558,638 | $ | 1,485,471 | |||||||
Segment profit: | |||||||||||||||
Flavors | $ | 90,805 | $ | 89,919 | $ | 178,869 | $ | 172,955 | |||||||
Fragrances | 85,474 | 71,913 | 172,638 | 140,270 | |||||||||||
Global expenses | (19,869 | ) | (17,169 | ) | (36,303 | ) | (29,761 | ) | |||||||
Restructuring and other charges, net | (182 | ) | (2,105 | ) | (304 | ) | (2,105 | ) | |||||||
Operational improvement initiative costs (1) | (3,113 | ) | (162 | ) | (5,732 | ) | (1,360 | ) | |||||||
Operating profit | 153,115 | 142,396 | 309,168 | 279,999 | |||||||||||
Interest expense | (11,403 | ) | (12,860 | ) | (23,080 | ) | (24,013 | ) | |||||||
Other income, net | 4,641 | 11,209 | 3,198 | 12,282 | |||||||||||
Income before taxes | $ | 146,353 | $ | 140,745 | $ | 289,286 | $ | 268,268 |
(1) | 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) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Service cost for benefits earned | $ | 885 | $ | 881 | $ | 1,769 | $ | 1,762 | |||||||
Interest cost on projected benefit obligation | 6,232 | 5,741 | 12,463 | 11,482 | |||||||||||
Expected return on plan assets | (6,913 | ) | (6,557 | ) | (13,826 | ) | (13,114 | ) | |||||||
Net amortization and deferrals | 4,255 | 5,869 | 8,509 | 11,738 | |||||||||||
Net periodic benefit cost | 4,459 | 5,934 | 8,915 | 11,868 | |||||||||||
Defined contribution and other retirement plans | 1,791 | 2,076 | 3,902 | 3,946 | |||||||||||
Total expense | $ | 6,250 | $ | 8,010 | $ | 12,817 | $ | 15,814 | |||||||
Non-U.S. Plans | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Service cost for benefits earned | $ | 4,002 | $ | 4,027 | $ | 7,950 | $ | 8,170 | |||||||
Interest cost on projected benefit obligation | 8,541 | 7,612 | 16,952 | 15,486 | |||||||||||
Expected return on plan assets | (12,675 | ) | (11,695 | ) | (25,155 | ) | (23,794 | ) | |||||||
Net amortization and deferrals | 3,000 | 2,284 | 5,954 | 4,652 | |||||||||||
Loss due to settlements and special terminations | — | 35 | — | 75 | |||||||||||
Net periodic benefit cost | 2,868 | 2,263 | 5,701 | 4,589 | |||||||||||
Defined contribution and other retirement plans | 1,444 | 987 | 2,622 | 2,278 | |||||||||||
Total expense | $ | 4,312 | $ | 3,250 | $ | 8,323 | $ | 6,867 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Service cost for benefits earned | $ | 323 | $ | 362 | $ | 645 | $ | 724 | |||||||
Interest cost on projected benefit obligation | 1,238 | 1,168 | 2,475 | 2,336 | |||||||||||
Net amortization and deferrals | (979 | ) | (663 | ) | (1,958 | ) | (1,326 | ) | |||||||
Total postretirement benefit expense | $ | 582 | $ | 867 | $ | 1,162 | $ | 1,734 |
• | Level 1–Quoted prices for identical instruments in active markets. |
10 |
• | 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, 2014 | December 31, 2013 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
(DOLLARS IN THOUSANDS) | |||||||||||||||
Cash and cash equivalents (1) | $ | 326,853 | $ | 326,853 | $ | 405,505 | $ | 405,505 | |||||||
Credit facilities and bank overdrafts (2) | 4,747 | 4,747 | 984 | 984 | |||||||||||
Long-term debt: (3) | |||||||||||||||
Senior notes - 2007 | 500,000 | 596,115 | 500,000 | 590,024 | |||||||||||
Senior notes - 2006 | 125,000 | 136,148 | 125,000 | 139,146 | |||||||||||
Senior notes - 2013 | 299,767 | 292,620 | 299,736 | 278,770 |
(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, 2014 | December 31, 2013 | |||||
Foreign currency contracts | $ | 204,500 | $ | 255,500 | |||
Interest rate swaps | $ | 375,000 | $ | 375,000 |
June 30, 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 | $ | 1,234 | $ | 55 | $ | 1,289 | |||||
Interest rate swaps | 1,726 | — | 1,726 | ||||||||
$ | 2,960 | $ | 55 | $ | 3,015 | ||||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 2,264 | $ | 308 | $ | 2,572 |
December 31, 2013 | |||||||||||
(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 | $ | 580 | $ | 8,896 | $ | 9,476 | |||||
Interest rate swaps | 670 | — | 670 | ||||||||
$ | 1,250 | $ | 8,896 | $ | 10,146 | ||||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 6,024 | $ | 2,909 | $ | 8,933 |
(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, | |||||||||
2014 | 2013 | ||||||||
Foreign currency contracts | $ | 3,465 | $ | 4,330 | Other 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, | |||||||||
2014 | 2013 | ||||||||
Foreign currency contracts | $ | 538 | $ | 12,507 | Other income, net |
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 June 30, | Three Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
Cross currency swap (1) | $ | — | $ | — | Other income, net | $ | — | $ | (118 | ) | |||||||
Foreign currency contracts | 1,530 | (702 | ) | Cost of goods sold | (725 | ) | (151 | ) | |||||||||
Interest rate swaps (2) | 68 | (1,473 | ) | Interest expense | (68 | ) | (68 | ) | |||||||||
Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | 673 | (343 | ) | N/A | — | — | |||||||||||
Total | $ | 2,271 | $ | (2,518 | ) | $ | (793 | ) | $ | (337 | ) | ||||||
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, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
Cross currency swap (1) | $ | — | $ | — | Other income, net | $ | — | $ | (333 | ) | |||||||
Foreign currency contracts | 1,921 | 320 | Cost of goods sold | (1,478 | ) | 1,562 | |||||||||||
Interest rate swaps (2) | 137 | (2,667 | ) | Interest expense | (137 | ) | $ | (68 | ) | ||||||||
Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | 298 | 1,642 | N/A | — | — | ||||||||||||
Total | $ | 2,356 | $ | (705 | ) | $ | (1,615 | ) | $ | 1,161 |
(1) | Ten year swap executed in 2003. |
(2) | Interest rate swaps were entered into as pre-issuance hedges for the $300 million bond offering. |
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, 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 | ) |
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, 2012 | $ | (93,722 | ) | $ | (218 | ) | $ | (309,685 | ) | $ | (403,625 | ) | |||
OCI before reclassifications | (16,825 | ) | (1,141 | ) | — | (17,966 | ) | ||||||||
Amounts reclassified from AOCI | — | (1,161 | ) | 10,220 | 9,059 | ||||||||||
Net current period other comprehensive income (loss) | (16,825 | ) | (2,302 | ) | 10,220 | (8,907 | ) | ||||||||
Accumulated other comprehensive (loss) income, net of tax, as of June 30, 2013 | $ | (110,547 | ) | $ | (2,520 | ) | $ | (299,465 | ) | $ | (412,532 | ) |
15 |
Six Months Ended June 30, 2014 | Six Months Ended June 30, 2013 | Affected Line Item in the Consolidated Statement of Comprehensive Income | |||||||
(DOLLARS IN THOUSANDS) | |||||||||
(Losses) gains on derivatives qualifying as hedges | |||||||||
Cross currency swap | $ | — | $ | (333 | ) | Other income, net | |||
Foreign currency contracts | (2,038 | ) | 2,155 | Cost of goods sold | |||||
Interest rate swaps | (137 | ) | (68 | ) | Interest expense | ||||
560 | (593 | ) | Provision for income taxes | ||||||
$ | (1,615 | ) | $ | 1,161 | Total, net of income taxes | ||||
(Losses) gains on pension and postretirement liability adjustments | |||||||||
Settlements / Curtailments | $ | — | $ | (75 | ) | (a) | |||
Prior service cost | (14,729 | ) | 2,197 | (a) | |||||
Actuarial losses | 2,224 | (17,261 | ) | (a) | |||||
3,740 | 4,919 | Provision for income taxes | |||||||
$ | (8,765 | ) | $ | (10,220 | ) | 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 2013 Form 10-K for additional information regarding net periodic benefit cost. |
16 |
17 |
18 |
19 |
20 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) | 2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||
Net sales | $ | 788,414 | $ | 757,635 | 4 | % | $ | 1,558,638 | $ | 1,485,471 | 5 | % | |||||||||
Cost of goods sold | 435,767 | 423,649 | 3 | % | 864,579 | 840,125 | 3 | % | |||||||||||||
Gross profit | 352,647 | 333,986 | 694,059 | 645,346 | |||||||||||||||||
Research and development (R&D) expenses | 66,431 | 64,672 | 3 | % | 127,934 | 123,774 | 3 | % | |||||||||||||
Selling and administrative (S&A) expenses | 132,919 | 124,813 | 6 | % | 256,653 | 239,468 | 7 | % | |||||||||||||
Restructuring and other charges, net | 182 | 2,105 | (91 | )% | 304 | 2,105 | (86 | )% | |||||||||||||
Operating profit | 153,115 | 142,396 | 309,168 | 279,999 | |||||||||||||||||
Interest expense | 11,403 | 12,860 | (11 | )% | 23,080 | 24,013 | (4 | )% | |||||||||||||
Other expense (income), net | (4,641 | ) | (11,209 | ) | (59 | )% | (3,198 | ) | (12,282 | ) | (74 | )% | |||||||||
Income before taxes | 146,353 | 140,745 | 289,286 | 268,268 | |||||||||||||||||
Taxes on income | 36,068 | 38,423 | (6 | )% | 72,294 | 75,248 | (4 | )% | |||||||||||||
Net income | $ | 110,285 | $ | 102,322 | 8 | % | $ | 216,992 | $ | 193,020 | 12 | % | |||||||||
Diluted EPS | $ | 1.35 | $ | 1.24 | 9 | % | $ | 2.64 | $ | 2.34 | 13 | % | |||||||||
Gross margin | 44.7 | % | 44.1 | % | 60 | 44.5 | % | 43.4 | % | 110 | |||||||||||
R&D as a percentage of sales | 8.4 | % | 8.5 | % | (10 | ) | 8.2 | % | 8.3 | % | (10 | ) | |||||||||
S&A as a percentage of sales | 16.9 | % | 16.5 | % | 40 | 16.5 | % | 16.1 | % | 40 | |||||||||||
Operating margin | 19.4 | % | 18.8 | % | 60 | 19.8 | % | 18.8 | % | 100 | |||||||||||
Adjusted operating margin (1) | 19.8 | % | 19.2 | % | 60 | 20.2 | % | 19.1 | % | 110 | |||||||||||
Effective tax rate | 24.6 | % | 27.3 | % | (270 | ) | 25.0 | % | 28.0 | % | (300 | ) | |||||||||
Segment net sales | |||||||||||||||||||||
Flavors | $ | 375,513 | $ | 374,041 | 0 | % | $ | 742,018 | $ | 730,401 | 2 | % | |||||||||
Fragrances | 412,901 | 383,594 | 8 | % | 816,620 | 755,070 | 8 | % | |||||||||||||
Consolidated | $ | 788,414 | $ | 757,635 | $ | 1,558,638 | $ | 1,485,471 |
(1) | Adjusted operating margin excludes the Restructuring and other charges, net and operational improvement initiative costs of $3.3 million and $6.0 million for the three and six months ended June 30, 2014, respectively and $3.1 million and $4.3 million of Restructuring and other charges, net and operational improvement initiative costs for the three and six months ended June 30, 2013, respectively. |
21 |
% Change in Sales-Second Quarter 2014 vs. Second Quarter 2013 | ||||||||||||||||||
Fine Fragrances | Consumer Fragrances | Ingredients | Total Frag. | Flavors | Total | |||||||||||||
NOAM | Reported | 0 | % | 15 | % | 4 | % | 8 | % | -4 | % | 1 | % | |||||
EAME | Reported | -1 | % | 4 | % | 34 | % | 8 | % | 6 | % | 7 | % | |||||
Local Currency (1) | -7 | % | -1 | % | 28 | % | 2 | % | 2 | % | 2 | % | ||||||
LA | Reported | 10 | % | -1 | % | -4 | % | 1 | % | 11 | % | 4 | % | |||||
Local Currency (1) | 14 | % | 1 | % | -4 | % | 4 | % | 15 | % | 7 | % | ||||||
GA | Reported | 14 | % | 8 | % | 61 | % | 14 | % | -4 | % | 3 | % | |||||
Local Currency (1) | 14 | % | 10 | % | 63 | % | 16 | % | 0 | % | 6 | % | ||||||
Total | Reported | 2 | % | 6 | % | 23 | % | 8 | % | 0 | % | 4 | % | |||||
Local Currency (1) | 0 | % | 5 | % | 21 | % | 6 | % | 1 | % | 4 | % |
(1) | Local currency sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2014 period. |
• | NOAM Flavors sales decreased 4% as a result of low single-digit gains in Sweet and Dairy that were more than offset by double-digit declines in Beverage, driven by higher erosion on existing business. NOAM Fragrance sales increased 8% in the second quarter of 2014, principally due to high double-digit gains in Home Care and Personal Wash as well as double-digit gains in Fabric Care and Hair Care. |
• | EAME Flavors LC sales growth of 2% was led by mid single-digit growth in Beverage and low single-digit growth in Sweet, which was only partially offset by low single-digit declines in Savory. EAME Fragrance LC sales increased 2% overall, driven mainly by double-digit growth in Toiletries and high single-digit growth in Fragrance Ingredients, which were partially offset by declines in the Home Care, Personal Wash and Fine Fragrance categories. |
• | LA Flavors LC sales were up 15% as new wins drove high double-digit gains in Beverage, which were partially offset by low double-digit declines in Sweet. LA Fragrances LC sales increased 4% overall, principally led by double-digit gains in Fine Fragrance, Personal Wash and Hair Care categories, which were partially offset by single-digit declines in Home Care, Fabric Care and Fragrance Ingredients. |
• | GA Flavors had flat LC sales growth as single-digit gains in Savory and Sweet were equally offset by single-digit declines in Beverage and Dairy. GA Fragrances LC sales growth of 16% was driven by high double-digit growth in Fragrance Ingredients as well as double-digit growth in Fabric Care, Personal Wash, Home Care and Fine Fragrance categories. |
22 |
Three Months Ended June 30, | |||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | |||||
Segment profit: | |||||||
Flavors | $ | 90,805 | $ | 89,919 | |||
Fragrances | 85,474 | 71,913 | |||||
Global | (19,869 | ) | (17,169 | ) | |||
Restructuring and other charges, net | (182 | ) | (2,105 | ) | |||
Operational improvement initiative costs | (3,113 | ) | (162 | ) | |||
Operating profit | $ | 153,115 | $ | 142,396 | |||
Profit margin | |||||||
Flavors | 24.2 | % | 24.0 | % | |||
Fragrances | 20.7 | % | 18.7 | % | |||
Consolidated | 19.4 | % | 18.8 | % |
23 |
24 |
% Change in Sales-First Six Months 2014 vs. First Six Months 2013 | ||||||||||||||||||
Fine Fragrances | Consumer Fragrances | Ingredients | Total Frag. | Flavors | Total | |||||||||||||
NOAM | Reported | 11 | % | 10 | % | 1 | % | 8 | % | -4 | % | 1 | % | |||||
EAME | Reported | 10 | % | 2 | % | 40 | % | 11 | % | 5 | % | 9 | % | |||||
Local Currency (1) | 5 | % | -2 | % | 35 | % | 7 | % | 3 | % | 5 | % | ||||||
LA | Reported | -6 | % | -1 | % | -5 | % | -3 | % | 15 | % | 3 | % | |||||
Local Currency (1) | -2 | % | 0 | % | -5 | % | -1 | % | 19 | % | 5 | % | ||||||
GA | Reported | 4 | % | 10 | % | 50 | % | 14 | % | -1 | % | 5 | % | |||||
Local Currency (1) | 4 | % | 12 | % | 53 | % | 16 | % | 4 | % | 8 | % | ||||||
Total | Reported | 6 | % | 5 | % | 23 | % | 8 | % | 2 | % | 5 | % | |||||
Local Currency (1) | 5 | % | 5 | % | 21 | % | 7 | % | 3 | % | 5 | % | ||||||
(1) | Local currency sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2014 period. |
• | NOAM Flavors sales declined 4% as a result of high single-digit declines in Beverage due to higher erosion on existing business and low single-digit declines in Sweet and Savory. NOAM Fragrance sales grew 8% in the first six months of 2014, principally due to high double-digit gains in Home Care as well as double-digit gains in Fine Fragrance and Personal Wash and Hair Care categories. |
• | EAME Flavors LC sales growth of 3% was led by mid single-digit growth in Beverage and Dairy. EAME Fragrance LC sales increased 7% overall, driven mainly by double-digit growth in Fragrance Ingredients as well as mid single-digit growth in Fine Fragrance, partially offset by declines in Home Care. |
• | LA Flavors LC sales were up 19% as new wins drove high double-digit gains in Beverage, which were only partially offset by single-digit declines in Sweet. LA Fragrances LC sales decline of 1% was driven by double-digit sales growth in Hair Care, which was more than offset by double-digit declines in Home Care and Fragrance Ingredients. |
• | GA Flavors had 4% LC sales growth from mid single-digit gains in Savory, Sweet and Dairy. GA Fragrances had 16% LC growth from high double-digit growth in Fragrance Ingredients and Fabric Care as well as high single-digit growth in Personal Wash and Toiletries. |
25 |
Six Months Ended June 30, | |||||||
(DOLLARS IN THOUSANDS) | 2014 | 2013 | |||||
Segment profit: | |||||||
Flavors | $ | 178,869 | $ | 172,955 | |||
Fragrances | 172,638 | 140,270 | |||||
Global | (36,303 | ) | (29,761 | ) | |||
Restructuring and other charges, net | (304 | ) | (2,105 | ) | |||
Operational improvement initiative costs | (5,732 | ) | (1,360 | ) | |||
Operating profit | $ | 309,168 | $ | 279,999 | |||
Profit margin | |||||||
Flavors | 24.1 | % | 23.7 | % | |||
Fragrances | 21.1 | % | 18.6 | % | |||
Consolidated | 19.8 | % | 18.8 | % |
26 |
27 |
28 |
(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) | 2014 | 2013 | |||||
Net income | $ | 377.5 | $ | 277.4 | |||
Interest expense | 45.8 | 44.5 | |||||
Income taxes | 128.8 | 201.3 | |||||
Depreciation and amortization | 95.9 | 98.8 | |||||
Specified items (1) | 0.4 | 2.1 | |||||
Non-cash items (2) | 23.1 | 4.9 | |||||
Adjusted EBITDA | $ | 671.5 | $ | 629.0 |
(1) | Specified items for the 12 months ended June 30, 2014 of $0.4 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, 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) | 2014 | 2013 | |||||
Total debt | $ | 935.7 | $ | 1,033.0 | |||
Adjustments: | |||||||
Deferred gain on interest rate swaps | (6.1 | ) | (8.1 | ) | |||
Cash and cash equivalents | (326.9 | ) | (365.9 | ) | |||
Net debt | $ | 602.7 | $ | 659.0 |
29 |
• | volatility and increases in the price of raw materials, energy and transportation; |
• | the economic climate for the Company’s industry and demand for the Company’s products; |
• | the ability of the Company to successfully implement its strategic plan and meet its long-term financial goals; |
• | fluctuations in the price, quality and availability of raw materials; |
• | the Company's ability to successfully integrate Aromor and realize the anticipated benefits of the Aromor acquisition on a timely basis, or at all; |
• | decline in consumer confidence and spending; |
• | changes in consumer preferences; |
• | the Company’s ability to predict the short and long-term effects of global economic conditions; |
• | movements in interest rates; |
• | the Company’s ability to implement its business strategy, including the achievement of anticipated cost savings, profitability, realization of price increases and growth targets; |
• | the Company's ability to benefit from its investments in emerging markets; |
• | the Company’s ability to successfully develop new and competitive products that appeal to its customers and consumers; |
• | the effects of any unanticipated costs and construction or start-up delays in the expansion of any of the Company’s facilities; |
• | the impact of currency fluctuations or devaluations in the Company’s principal foreign markets; |
• | any adverse impact on the availability, effectiveness and cost of the Company’s 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 the Company’s cash flow and results of operations; |
• | the Company’s ability to implement its Fragrance Ingredients Rationalization plan, including the achievement of anticipated cost savings; |
• | the effect of legal and regulatory proceedings, as well as restrictions imposed on the Company, its operations or its 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; |
• | the Company's 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; |
• | the Company’s ability to quickly and effectively implement its disaster recovery and crisis management plans; and |
• | adverse changes due to accounting rules or regulations. |
30 |
31 |
Item 1. | Legal Proceedings |
32 |
33 |
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, 2014 | 51,593 | $ | 94.19 | 51,593 | $ | 173,154,863 | |||||||
May 1 - 31, 2014 | 51,331 | 97.41 | 51,331 | 168,154,818 | |||||||||
June 1 - 30, 2014 | 41,133 | 100.19 | 41,133 | 164,033,642 | |||||||||
Total | 144,057 | $ | 97.05 | 144,057 | $ | 164,033,642 |
(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 | Credit Agreement, dated as of November 9, 2011, Amended and Restated as of April 4, 2014, among International Flavors & Fragrances Inc., International Flavors & Fragrances (Luxembourg) S.à r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V., IFF Worldwide (Gibraltar) Limited and IFF Aroma Esans Sanayi Ve Ticaret Anonim Sirketi, as borrowers, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A. as administrative agent, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed on April 8, 2014. | |
10.2 | Letter Agreement between International Flavors & Fragrances Inc. and Andreas Fibig, effective May 26, 2014, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed on May 28, 2014. | |
10.3 | Amendment No. 1 to the Credit Agreement, dated as of June 2, 2014, among International Flavors & Fragrances Inc., International Flavors & Fragrances (Luxembourg) S.à.r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V., IFF Worldwide (Gibraltar) Limited and IFF Aroma Esans Sanayi Ve Ticaret Anonim Sirketi, the various financial institutions as are parties to the Credit Agreement, and Citibank, N.A. as administrative agent. | |
10.4 | Restricted Stock Units Award Agreement, dated as of June 13, 2014, between International Flavors and Fragrances Inc. and Kevin C. Berryman. | |
10.5 | Restricted Stock Units Award Agreement, dated as of June 13, 2014, between International Flavors and Fragrances Inc. and Nicolas Mirzayantz. | |
31.1 | Certification of Douglas D. Tough pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Kevin C. Berryman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Douglas D. Tough and Kevin C. Berryman 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 |
34 |
Dated: | August 5, 2014 | By: | /s/ Douglas D. Tough | ||
Douglas D. Tough | |||||
Chairman of the Board and Chief Executive Officer | |||||
Dated: | August 5, 2014 | By: | /s/ Kevin C. Berryman | ||
Kevin C. Berryman | |||||
Executive Vice President and Chief Financial Officer |
35 |
Number | Description | |
10.1 | Credit Agreement, dated as of November 9, 2011, Amended and Restated as of April 4, 2014, among International Flavors & Fragrances Inc., International Flavors & Fragrances (Luxembourg) S.à r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V., IFF Worldwide (Gibraltar) Limited and IFF Aroma Esans Sanayi Ve Ticaret Anonim Sirketi, as borrowers, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A. as administrative agent, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed on April 8, 2014. | |
10.2 | Letter Agreement between International Flavors & Fragrances Inc. and Andreas Fibig, effective May 26, 2014, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed on May 28, 2014. | |
10.3 | Amendment No. 1 to the Credit Agreement, dated as of June 2, 2014, among International Flavors & Fragrances Inc., International Flavors & Fragrances (Luxembourg) S.à.r.l., International Flavors & Fragrances (Nederland) Holding B.V., International Flavors & Fragrances I.F.F. (Nederland) B.V., IFF Worldwide (Gibraltar) Limited and IFF Aroma Esans Sanayi Ve Ticaret Anonim Sirketi, the various financial institutions as are parties to the Credit Agreement, and Citibank, N.A. as administrative agent. | |
10.4 | Restricted Stock Units Award Agreement, dated as of June 13, 2014, between International Flavors and Fragrances Inc. and Kevin C. Berryman. | |
10.5 | Restricted Stock Units Award Agreement, dated as of June 13, 2014, between International Flavors and Fragrances Inc. and Nicolas Mirzayantz. | |
31.1 | Certification of Douglas D. Tough pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Kevin C. Berryman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Douglas D. Tough and Kevin C. Berryman 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 |
36 |
(a) | Section 2.01(a)(i) is amended in full to read as follows: |
(b) | Section 2.01(b)(i) is amended in full to read as follows: |
INTERNATIONAL FLAVORS & FRAGRANCES INC. | |
By | /s/ Robert Anderson |
Name: Robert Anderson | |
Title: Treasurer |
INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.à.r.l. | |
By | /s/ Robert Anderson |
Name: Robert Anderson | |
Title: Manager |
INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V. | |
By | /s/ Jeroen Henricus Maria van Noorden |
Name: Jeroen Henricus Maria van Noorden | |
Title: Managing Director |
INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V. | |
By | /s/ Jeroen Henricus Maria van Noorden |
Name: Jeroen Henricus Maria van Noorden | |
Title: Managing Director |
EXECUTED AS A DEED BY IFF WORLDWIDE (GIBRALTAR) LIMITED | |
By | /s/ Robert Anderson |
Name: Robert Anderson | |
Title: Director | |
By | /s/ Richard O’Leary |
Name: Richard O’Leary | |
Title: Director |
IFF AROMA ESANS SANAYI VE TICARET ANONIM SIRKETI | |
By | /s/ Server Tolga Tanriover |
Name: Server Tolga Tanriover | |
Title: Board Member | |
By | /s/ Meryem Berna Balibasa |
Name: Meryem Berna Balibasa | |
Title: Vice-President |
CITIBANK, N.A., as Administrative Agent, Lender and Swing Line Lender | |
By | /s/ Michael Vondriska |
Name: Michael Vondriska | |
Title: Vice President |
CITIBANK INTERNATIONAL PLC, as Tranche B Swing Line Bank | |
By | /s/ Andrew Mason |
Name: Andrew Mason | |
Title: Vice President |
BNP PARIBAS | |
By | /s/ Berangere Allen |
Name: Berangere Allen | |
Title: Director | |
By | /s/ Richard Pace |
Name: Richard Pace | |
Title: Managing Director |
BNP PARIBAS FORTIS S.A./N.V. | |
By | /s/ Hans Maas |
Name: Hans Maas | |
Title: Executive Director | |
By | /s/ Erik Putteman |
Name: Erik Putteman | |
Title: Senior Banker |
JPMORGAN CHASE BANK, N.A. | |
By | /s/ Joon Hur |
Name: Joon Hur | |
Title: Vice President |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | |
By | /s/ Adrienne Young |
Name: Adrienne Young | |
Title: Vice President |
MORGAN STANLEY BANK, N.A. | |
By | /s/ John Durland |
Name: John Durland | |
Title: Authorized Signatory |
RBS CITIZENS, N.A. | |
By | /s/ Colin Monaghan |
Name: Colin Monaghan | |
Title: Vice President |
U.S. BANK NATIONAL ASSOCIATION | |
By | /s/ Michael Ryno |
Name: Michael Ryno | |
Title: Vice President |
SANTANDER BANK, N.A. | |
By | /s/ Matthew Bartlett |
Name: Matthew Bartlett | |
Title: Vice President |
ING BANK N.V., DUBLIN BRANCH | |
By | /s/ Sean Hassett |
Name: Sean Hassett | |
Title: Director | |
By | /s/ Maurice Kenny |
Name: Maurice Kenny | |
Title: Director |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
By | /s/ Tony Sood |
Name: Tony Sood | |
Title: Director |
STANDARD CHARTERED BANK | |
By | /s/ Heinz Noeding |
Name: Heinz Noeding | |
Title: Managing Director |
COBANK, ACB | |
By | /s/ Natalya Rivkin |
Name: Natalya Rivkin | |
Title: Vice President |
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A. AMSTERDAM BRANCH | |
By | /s/ Weihuang Jin |
Name: Weihuang Jin | |
Title: General Manager |
RSU Award Information | |||||
Grant Date | Award Value on Grant Date ($US) | Number of RSUs Granted | Closing Share Price on Grant Date ($US) | Vesting Date | Settlement of Award |
June 13, 2014 | $2,015,800 | 20,000 | $100.79 | June 13, 2016 | Awards are settled by delivery of one Share of Company Common Stock for each RSU being settled |
1. | Amount of RSU Award. As of the Grant Date, the Participant shall be eligible to receive an RSU Award in the number of RSUs specified on the first page of the RSU Award Agreement. The RSU Award provides Participant with a contractual right to receive one share of Stock for each RSU being settled upon vesting. |
2. | Eligibility for Award. A Participant’s eligibility for an RSU Award shall be at the discretion of the Committee as authorized in Section 5 of the Plan. The grant of an RSU Award is a one-time benefit and does not create any contractual or other right to receive any future RSU Award. |
3. | Vesting and Account. The RSU Award vests on the date set forth on the first page of the RSU Award Agreement if not previously forfeited, and is 0% vested before expiration of this period. Prior to vesting, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of RSUs credited to a Participant’s account. |
4. | Settlement of the Award. Upon vesting, the RSU Award will be settled by delivery of one share of Stock as of the Vesting Date, for each RSU being settled. Such settlement shall occur promptly on or following the vesting of each RSU. |
5. | Voting Rights and Dividends. RSUs do not provide voting or dividend rights until fully vested and no dividends or dividend equivalents will be paid or credited on any unvested RSUs. |
6. | Termination of Employment. A Participant’s rights under the RSU Award following termination of employment or leave of absence shall be determined in accordance with the following provisions: |
a. | Termination Not for Cause, Death or Disability. If the Participant is involuntarily terminated not for Cause or terminates employment due to death or disability prior to June 13, 2015, then one half (10,000) of the outstanding unvested RSUs will become immediately vested. If the Participant is involuntarily terminated not for Cause or terminates employment due to death or disability on or after June 13, 2015, then a pro-rata portion of all outstanding unvested RSUs shall become immediately vested. Upon vesting, such RSUs shall be settled promptly. The |
b. | Resignation, Termination With Cause or Retirement. If a Participant resigns, is terminated by the Company for Cause or terminates employment due to Normal or Early Retirement, then all outstanding unvested RSUs will be immediately forfeited. |
7. | Change in Control. In the event the Company undergoes a “Change in Control” as defined in Section 9 of the Plan, RSU Awards shall be treated as provided for in Section 9 of the Plan. |
8. | Clawback and Recoupment Provisions. Notwithstanding anything herein to the contrary, the RSU Award shall be subject to the clawback, recoupment and forfeiture provisions of Section 10 of the Plan and Section 7 of the ESP. By acknowledging the RSU Award Agreement, the Participant acknowledges that any and all RSU Awards previously granted to the Participant under Section 6 or Section 7 of the Plan prior to the Grant Date, and any other cash or Stock provided to the Participant prior to or following the Grant Date under the RSU Award or otherwise under the Plan, are subject to the provisions of Section 10 of the Plan and Section 7 of the ESP. |
9. | Limits on Transfers of Awards. Except as provided by the Committee, no RSU Award and no right under any RSU 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 11(b) of the Plan. |
10. | Administration. |
a. | Administration. The Board has delegated administrative authority to the Committee and the RSU Award shall be administered by the Committee or a subset of the Committee that satisfies the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the “Code”) with respect to any incentive compensation subject to Code Section 162(m). |
b. | Powers and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of an RSU Award and may adopt, amend or revoke any rule or regulation established for the proper administration of an RSU Award. The Committee shall have the ability to modify the RSU Award provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive RSU Awards. The Committee will oversee RSU Award calculations. All interpretations, decisions, or |
11. | Amendment; Termination of the RSU Award. The Committee has the right to revise, modify, or terminate an RSU Award in whole or in part at any time or for any reason, and the right to modify any RSU Award amount in accordance with Section 11(e) of the Plan. |
12. | 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 RSU Award or these RSU Terms and Conditions in accordance with Section 11(d) of the Plan. The Participant acknowledges the Company is authorized to withhold taxes due, or potentially payable in connection with any payment of an RSU Award in accordance with Section 11(d) of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 11(f) of the Plan. |
13. | Compliance with Code Section 409A. Section 11(j) of the Plan is hereby incorporated by reference. |
14. | Severability; Survival of Terms. Should any provision of an RSU Award or these RSU 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 RSU Award or these RSU Terms and Conditions. These RSU 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. |
15. | Entire Agreement; Dispute Resolution. These RSU Terms and Conditions and all addendums hereto, the RSU 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. |
16. | 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 11(K) of the Plan. |
17. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to an RSU Award 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. |
18. | Governing Law. These RSU Terms and Conditions and the RSU Award Agreement shall be governed by and construed according to the laws of the State of New York and the United States without regard to principles of conflict of law. |
19. | Consent for Data Transfer. By accepting this RSU 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 of stock or directorships held in the Company, and details of all options or any other entitlement to Shares or other equity of the Company 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 equity on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any shares Stock 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. |
20. | Addendum. Notwithstanding any provision in these RSU Terms and Conditions to the contrary, the 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 RSU 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 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 RSU Terms and Conditions. |
21. | Private Placement. The grant of RSUs 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), and the grant of the RSUs is not subject to the supervision of the local securities authorities. |
22. | Notices. Any notice required or permitted to be given under this RSU Award Agreement or the RSU Terms and Conditions shall be in writing and shall be deemed |
RSU Award Information | |||||
Grant Date | Award Value on Grant Date ($US) | Number of RSUs Granted | Closing Share Price on Grant Date ($US) | Vesting Date | Settlement of Award |
June 13, 2014 | $2,015,800 | 20,000 | $100.79 | June 13, 2016 | Awards are settled by delivery of one Share of Company Common Stock for each RSU being settled |
1. | Amount of RSU Award. As of the Grant Date, the Participant shall be eligible to receive an RSU Award in the number of RSUs specified on the first page of the RSU Award Agreement. The RSU Award provides Participant with a contractual right to receive one share of Stock for each RSU being settled upon vesting. |
2. | Eligibility for Award. A Participant’s eligibility for an RSU Award shall be at the discretion of the Committee as authorized in Section 5 of the Plan. The grant of an RSU Award is a one-time benefit and does not create any contractual or other right to receive any future RSU Award. |
3. | Vesting and Account. The RSU Award vests on the date set forth on the first page of the RSU Award Agreement if not previously forfeited, and is 0% vested before expiration of this period. Prior to vesting, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of RSUs credited to a Participant’s account. |
4. | Settlement of the Award. Upon vesting, the RSU Award will be settled by delivery of one share of Stock as of the Vesting Date, for each RSU being settled. Such settlement shall occur promptly on or following the vesting of each RSU. |
5. | Voting Rights and Dividends. RSUs do not provide voting or dividend rights until fully vested and no dividends or dividend equivalents will be paid or credited on any unvested RSUs. |
6. | Termination of Employment. A Participant’s rights under the RSU Award following termination of employment or leave of absence shall be determined in accordance with the following provisions: |
a. | Termination Not for Cause, Death or Disability. If the Participant is involuntarily terminated not for Cause or terminates employment due to death or disability prior to June 13, 2015, then one half (10,000) of the outstanding unvested RSUs will become immediately vested. If the Participant is involuntarily terminated not for Cause or terminates employment due to death or disability on or after June 13, 2015, then a pro-rata portion of all outstanding unvested RSUs shall become immediately vested. Upon vesting, such RSUs shall be settled promptly. The |
b. | Resignation, Termination With Cause or Retirement. If a Participant resigns, is terminated by the Company for Cause or terminates employment due to Normal or Early Retirement, then all outstanding unvested RSUs will be immediately forfeited. |
7. | Change in Control. In the event the Company undergoes a “Change in Control” as defined in Section 9 of the Plan, RSU Awards shall be treated as provided for in Section 9 of the Plan. |
8. | Clawback and Recoupment Provisions. Notwithstanding anything herein to the contrary, the RSU Award shall be subject to the clawback, recoupment and forfeiture provisions of Section 10 of the Plan and Section 7 of the ESP. By acknowledging the RSU Award Agreement, the Participant acknowledges that any and all RSU Awards previously granted to the Participant under Section 6 or Section 7 of the Plan prior to the Grant Date, and any other cash or Stock provided to the Participant prior to or following the Grant Date under the RSU Award or otherwise under the Plan, are subject to the provisions of Section 10 of the Plan and Section 7 of the ESP. |
9. | Limits on Transfers of Awards. Except as provided by the Committee, no RSU Award and no right under any RSU 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 11(b) of the Plan. |
10. | Administration. |
a. | Administration. The Board has delegated administrative authority to the Committee and the RSU Award shall be administered by the Committee or a subset of the Committee that satisfies the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the “Code”) with respect to any incentive compensation subject to Code Section 162(m). |
b. | Powers and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of an RSU Award and may adopt, amend or revoke any rule or regulation established for the proper administration of an RSU Award. The Committee shall have the ability to modify the RSU Award provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive RSU Awards. The Committee will oversee RSU Award calculations. All interpretations, decisions, or |
11. | Amendment; Termination of the RSU Award. The Committee has the right to revise, modify, or terminate an RSU Award in whole or in part at any time or for any reason, and the right to modify any RSU Award amount in accordance with Section 11(e) of the Plan. |
12. | 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 RSU Award or these RSU Terms and Conditions in accordance with Section 11(d) of the Plan. The Participant acknowledges the Company is authorized to withhold taxes due, or potentially payable in connection with any payment of an RSU Award in accordance with Section 11(d) of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 11(f) of the Plan. |
13. | Compliance with Code Section 409A. Section 11(j) of the Plan is hereby incorporated by reference. |
14. | Severability; Survival of Terms. Should any provision of an RSU Award or these RSU 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 RSU Award or these RSU Terms and Conditions. These RSU 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. |
15. | Entire Agreement; Dispute Resolution. These RSU Terms and Conditions and all addendums hereto, the RSU 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. |
16. | 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 11(K) of the Plan. |
17. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to an RSU Award 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. |
18. | Governing Law. These RSU Terms and Conditions and the RSU Award Agreement shall be governed by and construed according to the laws of the State of New York and the United States without regard to principles of conflict of law. |
19. | Consent for Data Transfer. By accepting this RSU 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 of stock or directorships held in the Company, and details of all options or any other entitlement to Shares or other equity of the Company 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 equity on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any shares Stock 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. |
20. | Addendum. Notwithstanding any provision in these RSU Terms and Conditions to the contrary, the 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 RSU 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 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 RSU Terms and Conditions. |
21. | Private Placement. The grant of RSUs 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), and the grant of the RSUs is not subject to the supervision of the local securities authorities. |
22. | Notices. Any notice required or permitted to be given under this RSU Award Agreement or the RSU Terms and Conditions shall be in writing and shall be deemed |
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: August 5, 2014 | |||
By: | /s/ Douglas D. Tough | ||
Name: | Douglas D. Tough | ||
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: August 5, 2014 | |||
By: | /s/ Kevin C. Berryman | ||
Name: | Kevin C. Berryman | ||
Title: | Executive Vice President and Chief Financial Officer |
By: | /s/ Douglas D. Tough |
Name: | Douglas D. Tough |
Title: | Chairman of the Board and Chief Executive Officer |
Dated: | August 5, 2014 |
By: | /s/ Kevin C. Berryman |
Name: | Kevin C. Berryman |
Title: | Executive Vice President and Chief Financial Officer |
Dated: | August 5, 2014 |
Segment Information - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2014
|
Jun. 30, 2013
|
Jun. 30, 2014
|
Jun. 30, 2013
|
|
Segment Reporting [Abstract] | ||||
Number of segments | 2 | |||
US
|
||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 173 | $ 175 | $ 332 | $ 333 |
Foreign Countries
|
||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 615 | $ 583 | $ 1,227 | $ 1,153 |
Sales [Member] | Foreign Countries
|
||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Maximum percentage of total consolidated net sales attributed to any non-U.S. country | 7.50% |
Financial Instruments - Derivative Instruments Which Were Not Designated as Hedging Instruments (Detail) (Fair Value of Derivatives Not Designated as Hedging Instruments [Member], Foreign currency contracts [Member], Other income (expense), net [Member], USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2014
|
Jun. 30, 2013
|
Jun. 30, 2014
|
Jun. 30, 2013
|
|
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | Foreign currency contracts [Member] | Other income (expense), net [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss) Gain Recognized in Income on Derivative | $ 3,465 | $ 4,330 | $ 538 | $ 12,507 |