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 | ¨ |
Emerging growth company | ¨ |
(DOLLARS IN THOUSANDS) | March 31, 2018 | December 31, 2017 | |||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 305,276 | $ | 368,046 | |||
Trade receivables (net of allowances of $13,484 and $13,392, respectively) | 734,378 | 663,663 | |||||
Inventories: Raw materials | 346,948 | 326,140 | |||||
Work in process | 22,357 | 16,431 | |||||
Finished goods | 318,512 | 306,877 | |||||
Total Inventories | 687,817 | 649,448 | |||||
Prepaid expenses and other current assets | 242,870 | 215,387 | |||||
Total Current Assets | 1,970,341 | 1,896,544 | |||||
Property, plant and equipment, at cost | 2,139,372 | 2,090,755 | |||||
Accumulated depreciation | (1,251,889 | ) | (1,210,175 | ) | |||
887,483 | 880,580 | ||||||
Goodwill | 1,166,022 | 1,156,288 | |||||
Other intangible assets, net | 414,055 | 415,787 | |||||
Deferred income taxes | 88,231 | 99,777 | |||||
Other assets | 155,144 | 149,950 | |||||
Total Assets | $ | 4,681,276 | $ | 4,598,926 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current Liabilities: | |||||||
Short term borrowings | $ | 36,819 | $ | 6,966 | |||
Accounts payable | 324,262 | 338,188 | |||||
Accrued payroll and bonus | 51,194 | 88,361 | |||||
Dividends payable | 54,404 | 54,420 | |||||
Other current liabilities | 250,073 | 280,833 | |||||
Total Current Liabilities | 716,752 | 768,768 | |||||
Long-term debt | 1,676,211 | 1,632,186 | |||||
Deferred gains | 36,930 | 37,344 | |||||
Retirement liabilities | 226,937 | 228,936 | |||||
Other liabilities | 245,484 | 242,398 | |||||
Total Other Liabilities | 2,185,562 | 2,140,864 | |||||
Commitments and Contingencies (Note 13) | |||||||
Shareholders’ Equity: | |||||||
Common stock 12 1/2¢ par value; 500,000,000 shares authorized; 115,858,190 shares issued as of March 31, 2018 and December 31, 2017; and 78,920,199 and 78,947,381 shares outstanding as of March 31, 2018 and December 31, 2017, respectively | 14,470 | 14,470 | |||||
Capital in excess of par value | 166,517 | 162,827 | |||||
Retained earnings | 3,947,791 | 3,870,621 | |||||
Accumulated other comprehensive loss | (620,579 | ) | (637,482 | ) | |||
Treasury stock, at cost (36,937,991 and 36,910,809 shares as of March 31, 2018 and December 31, 2017, respectively) | (1,735,049 | ) | (1,726,234 | ) | |||
Total Shareholders’ Equity | 1,773,150 | 1,684,202 | |||||
Noncontrolling interest | 5,812 | 5,092 | |||||
Total Shareholders’ Equity including noncontrolling interest | 1,778,962 | 1,689,294 | |||||
Total Liabilities and Shareholders’ Equity | $ | 4,681,276 | $ | 4,598,926 |
Three Months Ended March 31, | |||||||
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) | 2018 | 2017 | |||||
Net sales | $ | 930,928 | $ | 828,293 | |||
Cost of goods sold | 525,119 | 465,210 | |||||
Gross profit | 405,809 | 363,083 | |||||
Research and development expenses | 78,476 | 72,126 | |||||
Selling and administrative expenses | 142,644 | 143,704 | |||||
Amortization of acquisition-related intangibles | 9,185 | 7,066 | |||||
Restructuring and other charges, net | 717 | 10,143 | |||||
Gain on sales of fixed assets | (69 | ) | (21 | ) | |||
Operating profit | 174,856 | 130,065 | |||||
Interest expense | 16,595 | 12,807 | |||||
Other (income), net | (576 | ) | (21,229 | ) | |||
Income before taxes | 158,837 | 138,487 | |||||
Taxes on income | 29,421 | 22,723 | |||||
Net income | 129,416 | 115,764 | |||||
Other comprehensive income (loss), after tax: | |||||||
Foreign currency translation adjustments | 14,803 | (3,257 | ) | ||||
(Losses) on derivatives qualifying as hedges | (529 | ) | (1,751 | ) | |||
Pension and postretirement net liability | 2,629 | 3,635 | |||||
Other comprehensive income (loss) | 16,903 | (1,373 | ) | ||||
Total comprehensive income | $ | 146,319 | $ | 114,391 | |||
Net income per share - basic | $ | 1.63 | $ | 1.46 | |||
Net income per share - diluted | $ | 1.63 | $ | 1.45 | |||
Average number of shares outstanding - basic | 79,018 | 79,098 | |||||
Average number of shares outstanding - diluted | 79,393 | 79,409 | |||||
Dividends declared per share | $ | 0.69 | $ | 0.64 |
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 129,416 | $ | 115,764 | |||
Adjustments to reconcile to net cash provided by operating activities: | |||||||
Depreciation and amortization | 33,384 | 26,802 | |||||
Deferred income taxes | 18,404 | (3,766 | ) | ||||
Gain on disposal of assets | (69 | ) | (21 | ) | |||
Stock-based compensation | 7,620 | 5,819 | |||||
Pension contributions | (4,387 | ) | (25,263 | ) | |||
Product recall claim settlement | (12,969 | ) | — | ||||
Foreign currency gain on liquidation of entity | — | (12,214 | ) | ||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Trade receivables | (61,301 | ) | (60,858 | ) | |||
Inventories | (30,185 | ) | (109 | ) | |||
Accounts payable | (8,435 | ) | (1,978 | ) | |||
Accruals for incentive compensation | (36,583 | ) | (23,485 | ) | |||
Other current payables and accrued expenses | (18,540 | ) | (7,586 | ) | |||
Other assets | (26,035 | ) | 30,284 | ||||
Other liabilities | (1,715 | ) | (24,894 | ) | |||
Net cash (used in) provided by operating activities | (11,395 | ) | 18,495 | ||||
Cash flows from investing activities: | |||||||
Cash paid for acquisitions, net of cash received | (22 | ) | (138,093 | ) | |||
Additions to property, plant and equipment | (33,105 | ) | (26,662 | ) | |||
Maturity of net investment hedges | (2,405 | ) | 1,948 | ||||
Proceeds from disposal of assets | 293 | 619 | |||||
Net cash used in investing activities | (35,239 | ) | (162,188 | ) | |||
Cash flows from financing activities: | |||||||
Cash dividends paid to shareholders | (54,420 | ) | (50,677 | ) | |||
Increase in revolving credit facility borrowings and overdrafts | 23,762 | 100,481 | |||||
Increase in commercial paper | 29,926 | 107,441 | |||||
Loss on pre-issuance hedges | — | 300 | |||||
Employee withholding taxes paid | (3,266 | ) | (3,000 | ) | |||
Purchase of treasury stock | (10,617 | ) | (37,612 | ) | |||
Net cash (used in) provided by financing activities | (14,615 | ) | 116,933 | ||||
Effect of exchange rate changes on cash and cash equivalents | (1,521 | ) | 2,835 | ||||
Net change in cash and cash equivalents | (62,770 | ) | (23,925 | ) | |||
Cash and cash equivalents at beginning of year | 368,046 | 323,992 | |||||
Cash and cash equivalents at end of period | $ | 305,276 | $ | 300,067 | |||
Cash paid for: | |||||||
Interest paid, net of amounts capitalized | $ | 20,236 | $ | 25,590 | |||
Income taxes paid | $ | 24,939 | $ | 20,043 | |||
Noncash investing activities: | |||||||
Accrued capital expenditures | $ | 18,868 | $ | 5,433 |
Three Months Ended March 31, | |||||
(DOLLARS IN THOUSANDS) | 2018 | 2017(a) | |||
Flavor Compounds | 449,019 | 406,164 | |||
Fragrance Compounds | |||||
Consumer Fragrances | 280,238 | 252,695 | |||
Fine Fragrances | 98,395 | 87,705 | |||
Fragrance Ingredients | 103,276 | 81,729 | |||
Total revenues | 930,928 | 828,293 |
(a) | Prior period amounts have not been adjusted based on the modified retrospective method. |
Three Months Ended March 31, | |||||
(DOLLARS IN THOUSANDS) | 2018 | 2017(a) | |||
Europe, Africa and Middle East | 309,312 | 257,684 | |||
Greater Asia | 243,557 | 222,820 | |||
North America | 241,146 | 218,828 | |||
Latin America | 136,913 | 128,961 | |||
Total revenues | 930,928 | 828,293 |
(a) | Prior period amounts have not been adjusted based on the modified retrospective method. |
(DOLLARS IN THOUSANDS) | March 31, 2018 | At adoption | |||
Receivables (included in Trade receivables) | 747,862 | 677,055 | |||
Contract asset - Short term | 3,839 | 4,449 |
Three Months Ended March 31, | |||||
(SHARES IN THOUSANDS) | 2018 | 2017 | |||
Basic | 79,018 | 79,098 | |||
Assumed dilution under stock plans | 375 | 311 | |||
Diluted | 79,393 | 79,409 |
(DOLLARS IN THOUSANDS) | Employee-Related Costs | Other | Total | ||||||||
Balance at December 31, 2017 | $ | 7,539 | $ | 418 | $ | 7,957 | |||||
Additional charges (reversals), net | 717 | — | 717 | ||||||||
Non-cash charges | — | — | — | ||||||||
Payments | (1,696 | ) | — | (1,696 | ) | ||||||
Balance at March 31, 2018 | $ | 6,560 | $ | 418 | $ | 6,978 |
(DOLLARS IN THOUSANDS) | Goodwill | ||
Balance at December 31, 2017 | $ | 1,156,288 | |
Acquisitions | 22 | ||
Foreign exchange | 9,712 | ||
Balance at March 31, 2018 | $ | 1,166,022 |
March 31, | December 31, | ||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Asset Type | |||||||
Customer relationships | $ | 414,684 | $ | 407,636 | |||
Trade names & patents | 39,556 | 38,771 | |||||
Technological know-how | 162,515 | 161,856 | |||||
Other | 24,909 | 24,814 | |||||
Total carrying value | 641,664 | 633,077 | |||||
Accumulated Amortization | |||||||
Customer relationships | (111,796 | ) | (104,800 | ) | |||
Trade names & patents | (16,175 | ) | (15,241 | ) | |||
Technological know-how | (79,929 | ) | (76,766 | ) | |||
Other | (19,709 | ) | (20,483 | ) | |||
Total accumulated amortization | (227,609 | ) | (217,290 | ) | |||
Other intangible assets, net | $ | 414,055 | $ | 415,787 |
(DOLLARS IN THOUSANDS) | Effective Interest Rate | March 31, 2018 | December 31, 2017 | |||||||
Senior notes - 2007 (1) | 6.40% - 6.82% | $ | 249,800 | $ | 249,765 | |||||
Senior notes - 2013 (1) | 3.39 | % | 298,747 | 298,670 | ||||||
Euro Senior notes - 2016 (1) | 1.99 | % | 611,030 | 589,848 | ||||||
Senior notes - 2017 (1) | 4.50 | % | 492,880 | 492,819 | ||||||
Credit facility | LIBOR + 1.125% | (2) | 24,617 | — | ||||||
Commercial paper | — | % | (3) | 29,926 | — | |||||
Bank overdrafts and other | 5,973 | 7,993 | ||||||||
Deferred realized gains on interest rate swaps | 57 | 57 | ||||||||
1,713,030 | 1,639,152 | |||||||||
Less: Short term borrowings (4) | (36,819 | ) | (6,966 | ) | ||||||
$ | 1,676,211 | $ | 1,632,186 |
(1) | Amount is net of unamortized discount and debt issuance costs. |
(2) | Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are immaterial. |
(3) | The effective interest rate of commercial paper issuances fluctuate as short term interest rates and demand fluctuate, and deferred debt issuance costs are immaterial. Additionally, the effective interest rate of commercial paper is not meaningful as issuances do not materially differ from short term interest rates. |
(4) | Includes bank borrowings, commercial paper, overdrafts and current portion of long-term debt. |
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Equity-based awards | $ | 7,620 | $ | 5,819 | |||
Liability-based awards | 155 | 1,753 | |||||
Total stock-based compensation expense | 7,775 | 7,572 | |||||
Less: tax benefit | (1,563 | ) | (2,213 | ) | |||
Total stock-based compensation expense, after tax | $ | 6,212 | $ | 5,359 |
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Net sales: | |||||||
Flavors | $ | 449,019 | $ | 406,164 | |||
Fragrances | 481,909 | 422,129 | |||||
Consolidated | $ | 930,928 | $ | 828,293 | |||
Segment profit: | |||||||
Flavors | $ | 111,564 | $ | 94,556 | |||
Fragrances | 93,277 | 77,875 | |||||
Global expenses | (23,825 | ) | (16,293 | ) | |||
Operational Improvement Initiatives (a) | (1,026 | ) | (621 | ) | |||
Acquisition Related Costs (b) | 514 | (8,788 | ) | ||||
Integration Related Costs (c) | — | (1,192 | ) | ||||
Tax Assessment (d) | — | (5,350 | ) | ||||
Restructuring and Other Charges, net (e) | (717 | ) | (10,143 | ) | |||
Gain on Sale of Assets | 69 | 21 | |||||
FDA Mandated Product Recall (f) | (5,000 | ) | — | ||||
Operating profit | 174,856 | 130,065 | |||||
Interest expense | (16,595 | ) | (12,807 | ) | |||
Other income (expense) | 576 | 21,229 | |||||
Income before taxes | $ | 158,837 | $ | 138,487 |
(a) | For 2018, represents accelerated depreciation related to a plant relocation in India and a lab closure in Taiwan. For 2017, represents accelerated depreciation and idle labor costs in Hangzhou, China. |
(b) | For 2018, represents adjustments to the contingent consideration payable for PowderPure, and transaction costs related to Fragrance Resources and PowderPure within Selling and administrative expenses. For 2017, represents the amortization of inventory "step-up" related to the acquisitions of David Michael and Fragrance Resources, included in cost of goods sold and transaction costs related to the acquisitions of David Michael, Fragrance Resources and PowderPure, included in Selling and administrative expenses. |
(c) | Represents costs related to the integration of the David Michael and Fragrance Resources acquisitions. |
(d) | Represents the reserve for payment of a tax assessment related to commercial rent for prior periods. |
(e) | Represents severance costs related to the 2017 Productivity Program and Taiwan lab closure. |
(f) | Represents management's best estimate of losses related to the previously disclosed FDA mandated recall. |
(DOLLARS IN THOUSANDS) | U.S. Plans | Location of Pension Benefit (Income) | |||||||
Three Months Ended March 31, | |||||||||
2018 | 2017 | ||||||||
Service cost for benefits earned | $ | 596 | $ | 698 | Included as a component of Operating Profit | ||||
Interest cost on projected benefit obligation | 4,790 | 4,560 | Included as a component of Other Income (Expense), net | ||||||
Expected return on plan assets | (7,739 | ) | (9,246 | ) | Included as a component of Other Income (Expense), net | ||||
Net amortization and deferrals | 1,549 | 1,793 | Included as a component of Other Income (Expense), net | ||||||
Net periodic benefit income | (804 | ) | (2,195 | ) | |||||
Defined contribution and other retirement plans | 2,690 | 2,255 | Included as a component of Operating Profit | ||||||
Total expense | $ | 1,886 | $ | 60 |
(DOLLARS IN THOUSANDS) | Non-U.S. Plans | Location of Pension Benefit (Income) | |||||||
Three Months Ended March 31, | |||||||||
2018 | 2017 | ||||||||
Service cost for benefits earned | $ | 4,470 | $ | 5,514 | Included as a component of Operating Profit | ||||
Interest cost on projected benefit obligation | 4,338 | 3,848 | Included as a component of Other Income (Expense), net | ||||||
Expected return on plan assets | (12,032 | ) | (12,133 | ) | Included as a component of Other Income (Expense), net | ||||
Net amortization and deferrals | 2,972 | 3,923 | Included as a component of Other Income (Expense), net | ||||||
Net periodic benefit (income) cost | (252 | ) | 1,152 | ||||||
Defined contribution and other retirement plans | 1,551 | 1,297 | Included as a component of Operating Profit | ||||||
Total expense | $ | 1,299 | $ | 2,449 |
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Service cost for benefits earned | $ | 195 | $ | 221 | |||
Interest cost on projected benefit obligation | 654 | 588 | |||||
Net amortization and deferrals | (1,189 | ) | (1,046 | ) | |||
Total postretirement benefit income | $ | (340 | ) | $ | (237 | ) |
• | 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. |
March 31, 2018 | December 31, 2017 | ||||||||||||||
(DOLLARS IN THOUSANDS) | Principal | Fair Value | Principal | Fair Value | |||||||||||
Cash and cash equivalents(1) | $ | 305,276 | $ | 305,276 | $ | 368,046 | $ | 368,046 | |||||||
Credit facilities and bank overdrafts(2) | 30,589 | 30,589 | 7,993 | 7,993 | |||||||||||
Commercial paper (2) | 29,926 | 29,926 | — | — | |||||||||||
Long-term debt:(3) | |||||||||||||||
Senior notes - 2007 | 250,000 | 285,062 | 250,000 | 293,232 | |||||||||||
Senior notes - 2013 | 300,000 | 297,535 | 300,000 | 304,219 | |||||||||||
Euro Senior notes - 2016 | 615,400 | 642,921 | 594,400 | 627,782 | |||||||||||
Senior notes - 2017 | 500,000 | 497,689 | 500,000 | 525,906 |
(1) | The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments. |
(2) | The carrying amount 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 the Company's long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on its own credit risk. |
(DOLLARS IN THOUSANDS) | March 31, 2018 | December 31, 2017 | |||||
Forward currency contracts | $ | 777,134 | $ | 896,947 | |||
Interest rate swaps | $ | 150,000 | $ | 150,000 |
March 31, 2018 | |||||||||||
(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 | $ | 1,053 | $ | 6,307 | $ | 7,360 | |||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 6,425 | $ | 743 | $ | 7,168 | |||||
Interest rate swaps | 3,169 | — | 3,169 | ||||||||
Total Derivative liabilities | $ | 9,594 | $ | 743 | $ | 10,337 |
December 31, 2017 | |||||||||||
(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 | $ | 1,159 | $ | 3,978 | $ | 5,137 | |||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 7,842 | $ | 4,344 | $ | 12,186 | |||||
Interest rate swaps | 1,369 | — | 1,369 | ||||||||
Total Derivative liabilities | $ | 9,211 | $ | 4,344 | $ | 13,555 |
(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. |
Amount of Gain (Loss) | Location of Gain (Loss) Recognized in Income on Derivative | ||||||||
(DOLLARS IN THOUSANDS) | For the Three Months Ended March 31, | ||||||||
2018 | 2017 | ||||||||
Foreign currency contract | $ | (3,615 | ) | $ | (10,127 | ) | Other (income) expense, net |
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | $ | (743 | ) | $ | (2,948 | ) | Cost of goods sold | $ | (2,193 | ) | $ | 458 | |||||
Interest rate swaps (1) | 216 | 1,213 | Interest expense | $ | (216 | ) | (188 | ) | |||||||||
Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | (696 | ) | (1,046 | ) | N/A | — | — | ||||||||||
Euro Senior notes - 2016 | (15,977 | ) | (11,409 | ) | N/A | — | — | ||||||||||
Total | $ | (17,200 | ) | $ | (14,190 | ) | $ | (2,409 | ) | $ | 270 |
(1) | Interest rate swaps were entered into as pre-issuance hedges for bond offerings. |
(DOLLARS IN THOUSANDS) | Foreign Currency Translation Adjustments | (Losses) Gains on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | |||||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2017 | $ | (297,416 | ) | $ | (10,332 | ) | $ | (329,734 | ) | $ | (637,482 | ) | |||
OCI before reclassifications | 14,803 | (2,938 | ) | — | 11,865 | ||||||||||
Amounts reclassified from AOCI | — | 2,409 | 2,629 | 5,038 | |||||||||||
Net current period other comprehensive income (loss) | 14,803 | (529 | ) | 2,629 | 16,903 | ||||||||||
Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2018 | $ | (282,613 | ) | $ | (10,861 | ) | $ | (327,105 | ) | $ | (620,579 | ) |
(DOLLARS IN THOUSANDS) | Foreign Currency Translation Adjustments | (Losses) Gains on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | |||||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2016 | $ | (352,025 | ) | $ | 7,604 | $ | (335,674 | ) | $ | (680,095 | ) | ||||
OCI before reclassifications | 8,957 | (1,481 | ) | — | 7,476 | ||||||||||
Amounts reclassified from AOCI | (12,214 | ) | (a) | (270 | ) | 3,635 | (8,849 | ) | |||||||
Net current period other comprehensive income (loss) | (3,257 | ) | (1,751 | ) | 3,635 | (1,373 | ) | ||||||||
Accumulated other comprehensive (loss) income, net of tax, as of March 31, 2017 | $ | (355,282 | ) | $ | 5,853 | $ | (332,039 | ) | $ | (681,468 | ) |
Three Months Ended March 31, | Affected Line Item in the Consolidated Statement of Income and Comprehensive Income | ||||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||||
(Losses) gains on derivatives qualifying as hedges | |||||||||
Foreign currency contracts | $ | (2,506 | ) | $ | 524 | Cost of goods sold | |||
Interest rate swaps | (216 | ) | (188 | ) | Interest expense | ||||
Tax | 313 | (66 | ) | Provision for income taxes | |||||
Total | $ | (2,409 | ) | $ | 270 | Total, net of income taxes | |||
(Losses) gains on pension and postretirement liability adjustments | |||||||||
Prior service cost | $ | 1,772 | $ | 1,753 | (a) | ||||
Actuarial losses | (5,103 | ) | (6,423 | ) | (a) | ||||
Tax | 702 | 1,035 | Provision for income taxes | ||||||
Total | $ | (2,629 | ) | $ | (3,635 | ) | 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 14 of our 2017 Form 10-K for additional information regarding net periodic benefit cost. |
Three Months Ended March 31, | ||||||||||
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) | 2018 | 2017 | Change | |||||||
Net sales | $ | 930,928 | $ | 828,293 | 12 | % | ||||
Cost of goods sold | 525,119 | 465,210 | 13 | % | ||||||
Gross profit | 405,809 | 363,083 | ||||||||
Research and development (R&D) expenses | 78,476 | 72,126 | 9 | % | ||||||
Selling and administrative (S&A) expenses | 142,644 | 143,704 | (1 | )% | ||||||
Amortization of acquisition-related intangibles | 9,185 | 7,066 | 30 | % | ||||||
Restructuring and other charges, net | 717 | 10,143 | (93 | )% | ||||||
Gain on sales of fixed assets | (69 | ) | (21 | ) | 229 | % | ||||
Operating profit | 174,856 | 130,065 | ||||||||
Interest expense | 16,595 | 12,807 | 30 | % | ||||||
Other (income) expense, net | (576 | ) | (21,229 | ) | (97 | )% | ||||
Income before taxes | 158,837 | 138,487 | ||||||||
Taxes on income | 29,421 | 22,723 | 29 | % | ||||||
Net income | $ | 129,416 | $ | 115,764 | 12 | % | ||||
Diluted EPS | $ | 1.63 | $ | 1.45 | 12 | % | ||||
Gross margin | 43.6 | % | 43.8 | % | (20 | ) | ||||
R&D as a percentage of sales | 8.4 | % | 8.7 | % | (30 | ) | ||||
S&A as a percentage of sales | 15.3 | % | 17.3 | % | (200 | ) | ||||
Operating margin | 18.8 | % | 15.7 | % | 310 | |||||
Adjusted operating margin (1) | 19.4 | % | 18.9 | % | 50 | |||||
Effective tax rate | 18.5 | % | 16.4 | % | 210 | |||||
Segment net sales | ||||||||||
Flavors | $ | 449,019 | $ | 406,164 | 11 | % | ||||
Fragrances | 481,909 | 422,129 | 14 | % | ||||||
Consolidated | $ | 930,928 | $ | 828,293 |
(1) | Adjusted operating margin excludes $6.2 million of charges related to operational improvement initiatives, restructuring and other charges, net, acquisition related costs, gain on sale of assets and an FDA mandated product recall for the three months ended March 31, 2018, and excludes $26.1 million of charges related to operational improvement initiatives, acquisition related costs, integration related costs, tax assessment, restructuring and other charges, net and gain on sale of assets for the three months ended March 31, 2017. See "Non-GAAP Financial Measures" below. |
% Change in Sales - First Quarter 2018 vs. First Quarter 2017 | ||||||||||||||||||
Fine Fragrances | Consumer Fragrances | Ingredients | Total Frag. | Flavors | Total | |||||||||||||
NOAM | Reported | 10 | % | 13 | % | 6 | % | 11 | % | 10 | % | 10 | % | |||||
EAME | Reported | 7 | % | 19 | % | 28 | % | 17 | % | 24 | % | 20 | % | |||||
Currency Neutral (1) | -5 | % | 5 | % | 15 | % | 4 | % | 11 | % | 7 | % | ||||||
LA | Reported | 37 | % | 3 | % | 26 | % | 11 | % | -2 | % | 6 | % | |||||
Currency Neutral (1) | 35 | % | 3 | % | 24 | % | 11 | % | -2 | % | 6 | % | ||||||
GA | Reported | -15 | % | 8 | % | 56 | % | 14 | % | 6 | % | 9 | % | |||||
Currency Neutral (1) | -17 | % | 5 | % | 49 | % | 11 | % | 2 | % | 6 | % | ||||||
Total | Reported | 12 | % | 11 | % | 26 | % | 14 | % | 11 | % | 12 | % | |||||
Currency Neutral (1) | 4 | % | 6 | % | 18 | % | 8 | % | 6 | % | 7 | % |
(1) | Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2018 period. |
• | NOAM Flavors sales growth included the impact of acquisitions and primarily reflected high single-digit growth in Beverage, Sweet and Dairy and low single-digit growth in Savory. Total Fragrances sales growth reflected double-digit gains in Fine Fragrances, Toiletries, Fabric Care and Home Care, as well as high single-digit gains in Hair Care and low single-digit gains in Personal Wash and Fragrance Ingredients. |
• | EAME Flavors sales experienced double-digit gains in Beverage and Dairy, high single-digit gains in Savory, and low single-digit gains in Sweet. Total Fragrances sales growth was driven mainly by double-digit growth in Toiletries, Hair Care, Home Care, and Fragrance Ingredients as well as low single-digit growth in Fabric Care. These gains more than offset low single-digit declines in Personal Wash and mid single-digit declines in Fine Fragrances. |
• | LA Flavors sales included mid single-digit declines in Beverage and Sweet, which were partially offset by double-digit gains in Savory and low single-digit gains in Dairy. Total Fragrances sales growth reflected double-digit gains in Fragrance Ingredients and Fine Fragrances, mid single-digit gains in Hair Care, Personal Wash and Fabric Care, as well as high single-digit gains in Toiletries. These gains more than offset double-digit declines in Home Care. |
• | GA Flavors sales growth included the impact of acquisitions and primarily reflected mid to high single-digit growth in Savory and Sweet, respectively, and low single-digit gains in Dairy, which were only partially offset by mid single-digit declines in Beverage. Total Fragrances sales growth was principally driven by double-digit gains in Fragrance Ingredients and Home Care, high single-digit gains in Fabric care, and mid single-digit gains in Toiletries, which more than offset double-digit declines in Fine Fragrances and low single-digit declines in Personal Wash. |
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Segment profit: | |||||||
Flavors | $ | 111,564 | $ | 94,556 | |||
Fragrances | 93,277 | 77,875 | |||||
Global expenses | (23,825 | ) | (16,293 | ) | |||
Operational Improvement Initiatives | (1,026 | ) | (621 | ) | |||
Acquisition Related Costs | 514 | (8,788 | ) | ||||
Integration Related Costs | — | (1,192 | ) | ||||
Tax Assessment | — | (5,350 | ) | ||||
Restructuring and Other Charges, net | (717 | ) | (10,143 | ) | |||
Gain on Sale of Assets | 69 | 21 | |||||
FDA Mandated Product Recall | (5,000 | ) | — | ||||
Operating profit | 174,856 | 130,065 | |||||
Profit margin: | |||||||
Flavors | 24.8 | % | 23.3 | % | |||
Fragrances | 19.4 | % | 18.4 | % | |||
Consolidated | 18.8 | % | 15.7 | % |
(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: |
(DOLLARS IN MILLIONS) | Twelve Months Ended March 31, 2018 | ||
Net income | $ | 309.3 | |
Interest expense | 69.2 | ||
Income taxes | 248.1 | ||
Depreciation and amortization | 124.6 | ||
Specified items (1) | 46.3 | ||
Non-cash items (2) | 28.2 | ||
Adjusted EBITDA | $ | 825.7 |
(1) | Specified items for the 12 months ended March 31, 2018 of $46.3 million consisted of legal charges/credits, acquisition-related costs, costs associated with product recalls, operational improvement initiative costs, restructuring and other charges, gains on sales of fixed assets, integration-related costs, tax assessment and CTA realization. |
(2) | Non-cash items represent all other adjustments to reconcile net income to net cash provided by operations as presented on the Statement of Cash Flows, including gain on disposal of assets and stock-based compensation. |
(DOLLARS IN MILLIONS) | March 31, 2018 | ||
Total debt | $ | 1,713.0 | |
Adjustments: | |||
Deferred gain on interest rate swaps | 1.1 | ||
Cash and cash equivalents | (305.3 | ) | |
Net debt | $ | 1,408.8 |
Reconciliation of Gross Profit | |||||||
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Reported (GAAP) | $ | 405,809 | $ | 363,083 | |||
Operational Improvement Initiatives (a) | 453 | 621 | |||||
Acquisition Related Costs (b) | — | 5,301 | |||||
Integration Related Costs (c) | — | 88 | |||||
FDA Mandated Product Recall (g) | 5,000 | — | |||||
Adjusted (Non-GAAP) | $ | 411,262 | $ | 369,093 |
Reconciliation of Selling and Administrative Expenses | |||||||
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Reported (GAAP) | $ | 142,644 | $ | 143,704 | |||
Acquisition Related Costs (b) | 514 | (3,487 | ) | ||||
Integration Related Costs (c) | — | (943 | ) | ||||
Tax Assessment (d) | — | (5,350 | ) | ||||
Adjusted (Non-GAAP) | $ | 143,158 | $ | 133,924 |
Reconciliation of Operating Profit | |||||||
Three Months Ended March 31, | |||||||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |||||
Reported (GAAP) | $ | 174,856 | $ | 130,065 | |||
Operational Improvement Initiatives (a) | 1,026 | 621 | |||||
Acquisition Related Costs (b) | (514 | ) | 8,788 | ||||
Integration Related Costs (c) | — | 1,192 | |||||
Tax Assessment (d) | — | 5,350 | |||||
Restructuring and Other Charges, net (e) | 717 | 10,143 | |||||
Gain on Sale of Assets | (69 | ) | (21 | ) | |||
FDA Mandated Product Recall (g) | 5,000 | — | |||||
Adjusted (Non-GAAP) | $ | 181,016 | $ | 156,138 |
Reconciliation of Net Income | |||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||
2018 | 2017 | ||||||||||||||||||||||||||||||
(DOLLARS IN THOUSANDS) | Income before taxes | Taxes on income (i) | Net income | EPS (j) | Income before taxes | Taxes on income (i) | Net income | EPS | |||||||||||||||||||||||
Reported (GAAP) | $ | 158,837 | $ | 29,421 | $ | 129,416 | 1.63 | $ | 138,487 | $ | 22,723 | $ | 115,764 | $ | 1.45 | ||||||||||||||||
Operational Improvement Initiatives (a) | 1,026 | 294 | 732 | 0.01 | 621 | 155 | 466 | 0.01 | |||||||||||||||||||||||
Acquisition Related Costs (b) | (514 | ) | (134 | ) | (380 | ) | — | 8,788 | 3,138 | 5,650 | 0.07 | ||||||||||||||||||||
Integration Related Costs (c) | — | — | — | — | 1,191 | 362 | 829 | 0.01 | |||||||||||||||||||||||
Tax Assessment (d) | — | — | — | — | 5,350 | 1,892 | 3,458 | 0.04 | |||||||||||||||||||||||
Restructuring and Other Charges, net (e) | 717 | 169 | 548 | 0.01 | 10,143 | 2,967 | 7,176 | 0.09 | |||||||||||||||||||||||
Gain on Sale of Assets | (69 | ) | (17 | ) | (52 | ) | — | (21 | ) | (7 | ) | (14 | ) | — | |||||||||||||||||
CTA Realization (f) | — | — | — | — | (12,214 | ) | — | (12,214 | ) | (0.15 | ) | ||||||||||||||||||||
FDA Mandated Product Recall (g) | 5,000 | 1,196 | 3,804 | 0.05 | — | — | — | — | |||||||||||||||||||||||
U.S. Tax Reform (h) | — | (649 | ) | 649 | 0.01 | — | — | — | — | ||||||||||||||||||||||
Adjusted (Non-GAAP) | $ | 164,997 | $ | 30,280 | $ | 134,717 | $ | 1.69 | $ | 152,345 | $ | 31,230 | $ | 121,115 | $ | 1.52 |
(a) | For 2018, represents accelerated depreciation related to a plant relocation in India and a lab closure in Taiwan. For 2017, represents accelerated depreciation and idle labor costs in Hangzhou, China. |
(b) | For 2018, represents adjustments to the contingent consideration payable for PowderPure, and transaction costs related to Fragrance Resources and PowderPure within Selling and administrative expenses. For 2017, represents the amortization of inventory "step-up" related to the acquisitions of David Michael and Fragrance Resources, included in cost of goods sold and transaction costs related to the acquisitions of David Michael, Fragrance Resources and PowderPure, included in Selling and administrative expenses. |
(c) | Represents costs related to the integration of the David Michael and Fragrance Resources acquisitions. |
(d) | Represents the reserve for payment of a tax assessment related to commercial rent for prior periods. |
(e) | Represents severance costs related to the 2017 Productivity Program and Taiwan lab closure. |
(f) | Represents the release of CTA related to the liquidation of a foreign entity. |
(g) | Represents management's best estimate of losses related to the previously disclosed FDA mandated recall. |
(h) | Represents charges incurred related to enactment of certain U.S. tax legislation changes in December 2017. |
(i) | The income tax expense (benefit) on non-GAAP adjustments is computed in accordance with ASC 740 using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such charges were incurred, except for those items which are non-taxable for which the tax expense (benefit) was calculated at 0%. For first quarter of 2018, these non-GAAP adjustments were not subject to foreign tax credits or valuation allowances, but to the extent that such factors are applicable to any future non-GAAP adjustments we will take such factors into consideration in calculating the tax expense (benefit). |
(j) | The sum of these items does not foot due to rounding. |
Three Months Ended March 31, | |||
2018 | 2017 | ||
Operating Profit: | |||
% Change - Reported (GAAP) | 34% | (21)% | |
Items impacting comparability (1) | (19)% | 18% | |
% Change - Adjusted (Non-GAAP) | 16% | (3)% | |
Currency Impact | (4)% | 5% | |
% Change Year-over-Year - Currency Neutral Adjusted (Non-GAAP)** | 12% | 2% |
Three Months Ended March 31, | |||
(DOLLARS IN THOUSANDS) | 2018 | 2017 | |
PowderPure | $690 | $— | |
Fragrance Resources | 1,959 | 1,257 | |
David Michael | 1,131 | 595 | |
Lucas Meyer | 1,973 | 1,859 | |
Ottens Flavors | 1,571 | 1,571 |
• | the impact of the planned acquisition of Frutarom; |
• | our ability to effectively compete in our market, and to successfully develop new products that appeal to our customers and consumers; |
• | our ability to provide our customers with innovative, cost-effective products; |
• | the impact of a disruption in our manufacturing operations; |
• | the impact of the BASF supply chain disruption on the supply and price of a key ingredient in 2018; |
• | the impact of the recently-enacted Tax Act on our effective tax rate in 2018 and beyond; |
• | our ability to react in a timely manner to changes in the consumer products industry related to health and wellness; |
• | our ability to benefit from our investments and expansion in emerging markets; |
• | our ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws; |
• | our ability to realize the expected cost savings and efficiencies from our profitability improvement initiatives and the optimization of our manufacturing facilities; |
• | volatility and increases in the price of raw materials, energy and transportation; |
• | our ability to maintain the integrity of our raw materials, supply chain and finished goods, and comply with applicable regulations; |
• | 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 changes in our tax rates, tax liabilities, the adoption of new United States or international tax legislation, or changes in existing tax laws; and |
• | our ability to successfully estimate the impact of certain accounting and tax matters. |
• | we have incurred and will continue to incur costs relating to the planned acquisition (including significant legal and financial advisory fees) and many of these costs are payable by us whether or not the planned acquisition is completed; |
• | matters relating to the planned acquisition (including integration planning) may require substantial commitments of time and resources by our management team, which could otherwise have been devoted to our historical core businesses or other opportunities that may have been beneficial to us; |
• | we may be subject to legal proceedings related to the acquisition or the failure to complete the acquisition; |
• | the failure to consummate the acquisition may result in negative publicity and a negative impression of us in the investment community; and |
• | any disruptions to our business resulting from the announcement and pendency of the acquisition, including any adverse changes in our relationships with our customers, suppliers and employees, may continue or intensify in the event the merger is not consummated. |
• | potential disruption of, or reduced growth in, our historical core businesses, due to diversion of management attention and uncertainty with our current customer and supplier relationships; |
• | challenges arising from the expansion of our product offerings into adjacencies with which we have limited experience, including flavor ingredients, food additives and nutraceuticals; |
• | challenges arising from the expansion into those Frutarom jurisdictions where we do not currently operate or have significant operations; |
• | coordinating and integrating research and development teams across technologies and products to enhance product development while reducing costs; |
• | consolidating and integrating corporate, information technology, finance and administrative infrastructures, and integrating and harmonizing business systems, which may be more difficult than anticipated due to the significant number of acquisitions completed by Frutarom over the past few years; |
• | coordinating sales and marketing efforts to effectively position our capabilities and the direction of product development; |
• | difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining Frutarom's business with our business; |
• | limitations prior to the completion of the acquisition on the ability of management of our company and of Frutarom to conduct planning regarding the integration of the two companies; |
• | the increased scale and complexity of our operations resulting from the acquisition; |
• | retaining key employees, suppliers and other partners of our company and Frutarom; |
• | retaining and efficiently managing Frutarom’s expanded and decentralized customer base; |
• | obligations that we will have to counterparties of Frutarom that arise as a result of the change in control of Frutarom; |
• | difficulties in anticipating and responding to actions that may be taken by competitors in response to the transaction; and |
• | the assumption of and exposure to unknown or contingent liabilities of Frutarom. |
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 | |||||||||
January 1 - 31, 2018 | 24,553 | $ | 153.91 | 24,553 | $ | 291,362,668 | |||||||
February 1 - 28, 2018 | 23,861 | 143.28 | 23,861 | 287,943,855 | |||||||||
March 1 - 31, 2018 | 27,381 | 138.02 | 27,381 | 284,164,750 | |||||||||
Total | 75,795 | $ | 144.82 | 75,795 | $ | 284,164,750 |
(1) | Shares were repurchased pursuant to the Company’s share repurchase program. Authorization of the repurchase program may be modified, suspended, or discontinued at any time. On May 7, 2018, we announced plans to suspend share repurchases until our deleveraging target is met following our planned acquisition of Frutarom. |
3(ii) | Bylaws of International Flavors & Fragrances Inc., effective as of May 3, 2018, incorporated by reference to Exhibit 3(ii) to the Registrant's Current Report on Form 8-K filed on May 3, 2018. | |
12 | Statement re: Computation of Ratios. | |
31.1 | Certification of Andreas Fibig pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Richard A. O'Leary pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Andreas Fibig and Richard A. O'Leary pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002. | |
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Number | Description | |
3(ii) | ||
12 | ||
31.1 | ||
31.2 | ||
32 | ||
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 | |
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Dated: | May 7, 2018 | By: | /s/ Andreas Fibig | ||
Andreas Fibig | |||||
Chairman of the Board and Chief Executive Officer | |||||
Dated: | May 7, 2018 | By: | /s/ Richard A. O'Leary | ||
Richard A. O'Leary | |||||
Executive Vice President and Chief Financial Officer |
Ratio of Earnings to Fixed Charges | |||||||||||||||||||||||
(Amounts in thousands except Ratio of Earnings to Fixed Charges) | Three months ended | Fiscal Year | |||||||||||||||||||||
Earnings: | March 31, 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||
Add: | |||||||||||||||||||||||
Income before taxes | $ | 158,837 | $ | 537,045 | $ | 523,717 | $ | 539,101 | $ | 549,061 | $ | 485,210 | |||||||||||
Fixed charges | 21,066 | 82,133 | 68,838 | 63,158 | 63,098 | 64,194 | |||||||||||||||||
Amortization of capitalized interest | 1,294 | 5,000 | 4,723 | 4,198 | 3,734 | 3,087 | |||||||||||||||||
Less: | |||||||||||||||||||||||
Capitalized interest | (1,322 | ) | (4,176 | ) | (4,035 | ) | (5,893 | ) | (5,572 | ) | (6,629 | ) | |||||||||||
Total Earnings available for fixed charges | $ | 179,875 | $ | 620,002 | $ | 593,243 | $ | 600,564 | $ | 610,321 | $ | 545,862 | |||||||||||
Fixed Charges: | |||||||||||||||||||||||
Interest expense | $ | 16,595 | $ | 65,363 | $ | 52,989 | $ | 46,062 | $ | 46,067 | $ | 46,767 | |||||||||||
Capitalized interest | 1,322 | 4,176 | 4,035 | 5,893 | 5,572 | 6,629 | |||||||||||||||||
Portion of rental expense which represents interest factor1 | 3,149 | 12,594 | 11,814 | 11,203 | 11,459 | 10,798 | |||||||||||||||||
Total Fixed charges | $ | 21,066 | $ | 82,133 | $ | 68,838 | $ | 63,158 | $ | 63,098 | $ | 64,194 | |||||||||||
Ratio of Earnings to Fixed Charges | 8.54 | 7.55 | 8.62 | 9.51 | 9.67 | 8.50 |
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. |
By: | /s/ Andreas Fibig | ||
Name: | Andreas Fibig | ||
Title: | Chairman of the Board and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
By: | /s/ Richard A. O'Leary | |
Name: | Richard A. O'Leary | |
Title: | Executive Vice President and Chief Financial Officer |
By: | /s/ Andreas Fibig |
Name: | Andreas Fibig |
Title: | Chairman of the Board and Chief Executive Officer |
Dated: | May 7, 2018 |
By: | /s/ Richard A. O'Leary |
Name: | Richard A. O'Leary |
Title: | Executive Vice President and Chief Financial Officer |
Dated: | May 7, 2018 |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Apr. 24, 2018 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | INTERNATIONAL FLAVORS & FRAGRANCES INC | |
Entity Central Index Key | 0000051253 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 78,943,811 |
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
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Statement of Financial Position [Abstract] | ||
Trade receivables allowances | $ 13,484 | $ 13,392 |
Common stock, par value, in dollars per share | $ 0.125 | $ 0.125 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 115,858,190 | 115,858,190 |
Common stock, shares outstanding | 78,920,199 | 78,947,381 |
Treasury stock, shares at cost | 36,937,991 | 36,910,809 |
Consolidated Financial Statements |
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Consolidated Financial Statements | f Presentation These interim statements and related management’s discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related notes and management’s discussion and analysis of results of operations, liquidity and capital resources included in our 2017 Annual Report on Form 10-K (“2017 Form 10-K”). These interim statements are unaudited. The year-end balance sheet data included in this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. We have historically operated and continue to operate on a 52/53 week fiscal year ending on the Friday closest to the last day of the quarter. For ease of presentation, March 31 and December 31 are used consistently throughout this Form 10-Q and these interim financial statements and related notes to represent the period-end dates. For the 2018 and 2017 quarters, the actual closing dates were March 30 and March 31, respectively. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. When used herein, the terms “IFF,” the “Company,” “we,” “us” and “our” mean International Flavors & Fragrances Inc. and its consolidated subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications and Revisions Certain prior year amounts have been reclassified and revised to conform to current year presentation. As discussed below and in conformity with the Financial Accounting Standards Board's ("FASB") amendments to the Compensation - Retirement Benefits guidance, the Company has reclassified certain components of net periodic benefit expense (income) to Other income (expense), net. Additionally, approximately $5.4 million of expense was recorded during the first quarter of 2017 for a tax assessment relating to prior periods. The Consolidated Statement of Cash Flows for the three months ended March 31, 2017 has been revised to properly reclassify $3.2 million from Net cash used in financing activities to reduce Net cash provided by operating activities, and has also been revised to correctly state the amount of Cash paid for interest, net of amounts capitalized, for the three months ended March 31, 2017. These adjustments were not material to the current or previously-issued financial statements. U.S. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that significantly revised the U.S. tax code effective January 1, 2018 by, among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat 21%, limiting deductibility of interest expense and performance based incentive compensation, transitioning to a territorial system and creating new taxes associated with global operations. In the fourth quarter of 2017, the Company recorded approximately $139.2 million in charges related to the impact of the Tax Act. Given the significant complexity of the Tax Act, anticipated guidance from the U.S. Treasury about implementing the Tax Act and the potential for additional guidance from the SEC or the FASB, the amount recorded by the Company in the fourth quarter of 2017 was provisional and will continue to be adjusted during 2018. The impact of the Tax Act is expected to be finalized no later than the fourth quarter of 2018. The aforementioned guidance and additional information regarding the Tax Act may also impact the Company's 2018 effective income tax rate, exclusive of any adjustment to the provisional charge. Any material revisions in our computations could adversely affect our cash flows and results of operations. During the first quarter of 2018, the Company recorded an additional charge of $0.6 million to adjust an accrual related to withholding taxes on planned repatriations. Accounts Receivable The Company sells certain accounts receivable on a non-recourse basis to unrelated financial institutions under “factoring” agreements that are sponsored, solely and individually, by certain customers. The Company accounts for these transactions as sales of receivables, removes the receivables sold from its financial statements, and records cash proceeds when received by the Company. The beneficial impact on cash provided by operations from participating in these programs decreased approximately $11.0 million for the three months ended March 31, 2018 compared to a decrease of approximately $27.1 million for the three months ended March 31, 2017. The cost of participating in these programs was immaterial to our results in all periods. Recent Accounting Pronouncements In February 2018, FASB issued amendments to the Income Statement - Reporting Comprehensive Income guidance which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, in addition to requiring certain disclosures about stranded tax effects. This guidance is effective for periods beginning after December 15, 2018, with an election to adopt early. The Company is currently evaluating the impact this guidance may have on its Consolidated Financial Statements. In August 2017, FASB issued amendments to the Derivatives and Hedging guidance which eliminates the requirement to separately measure and present hedge ineffectiveness and aligns the presentation of hedge gains and losses with the underlying hedge item. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amended presentation and disclosure requirements are to be applied prospectively while the amendments to cash flow and net investment hedge relationships are to be applied on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its Consolidated Financial Statements, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In May 2017, the FASB issued amendments to the Compensation - Stock Compensation guidance which clarifies changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting. This guidance is effective for the current year. The Company has determined that this guidance does not have an impact on its Consolidated Financial Statements as it is not the Company's practice to modify the terms or conditions of a share-based payment award after it has been granted. In March 2017, the FASB issued amendments to the Compensation - Retirement Benefits guidance which requires employers who present a measure of operating income in their statement of income to include only the service cost component of net periodic pension cost and postretirement costs in operating expenses. This guidance is effective, and as required, has been applied on a full retrospective basis. The impact of the adoption of this standard on January 1, 2018, was a decrease in operating profit of $7.3 million for the three months ended March 31, 2017, and an increase in income within Other (income) expense, net, as presented in the Company's Consolidated Statement of Income and Comprehensive Income. There was no impact to Net income or Net Income per share in either period. See Note 10 of the Consolidated Financial Statements for further details. The new guidance also limits the amount of net periodic benefit cost eligible for capitalization to assets. The new guidance permits only the service cost component of net periodic benefit cost to be eligible for capitalization. The Company applied the practical expedient that permits the use of amounts previously disclosed as the basis for retrospective application and, as provided under the practical expedient, has not presented the income statement impact based on the capitalization of the applicable costs. In August 2016, the FASB issued authoritative guidance which requires changes to the classification of certain activities within the statement of cash flows. This guidance is effective for the current year, and the Company has determined that this adoption does not have a significant impact on its Consolidated Statement of Cash Flows. In June 2016, the FASB issued authoritative guidance which requires issuers to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In February 2016, the FASB issued authoritative guidance which requires changes to the accounting for leases. The new guidance establishes a new lease accounting model that requires entities to record assets and liabilities related to leases on the balance sheet for certain types of leases. The guidance will be effective for annual and interim periods beginning after December 15, 2018. The Company expects to adopt this guidance effective December 30, 2018, the first day of the Company’s 2019 fiscal year, and that the adoption of this guidance will result in significant increases to assets and liabilities on its Consolidated Balance Sheet. The Company is still evaluating the impact of this guidance on its Consolidated Statement of Income and Comprehensive Income and Consolidated Statement of Cash Flows. The Company has begun to evaluate the nature of its leases and has compiled a preliminary analysis of the type and location of its leases. The Company expects that the significant portion of its lease liabilities will relate to property, with additional lease and corresponding right of use assets in existence that relate to vehicles and machinery. Adoption of ASC Topic 606, Revenue from Contracts with Customers In May 2014, the FASB issued authoritative guidance that provides for a comprehensive model to be used in accounting for revenue arising from contracts with customers (ASC Topic 606, Revenue from Contracts with Customers) (the “Revenue Standard”). Under the Revenue Standard, revenue is recognized to reflect the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Companies have the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Balance Sheet. The new Revenue Standard became effective for annual reporting periods beginning after December 15, 2017, and the Company has adopted the new revenue standard using the modified retrospective approach on December 30, 2017, the first day of the Company’s 2018 fiscal year. The Company creates and manufactures flavors and fragrances. Approximately 90% of its products, principally Flavors compounds and Fragrances compounds, are customized to customer specifications and have no alternative use other than the sale to the specific customer (“Compounds products”). The remaining revenue is derived largely from Fragrance Ingredients products that, generally, are commodity products with alternative uses and not customized (“Ingredients products”). With respect to the vast majority of the Company’s contracts for Compounds products, the Company currently recognizes revenue on the transfer of control of the product at a point in time as the Company does not have an “enforceable right to payment for performance to date” (as set out in the Revenue Standard). With respect to a small number of contracts for the sale of Compounds, the Company has an “enforceable right to payment for performance to date” and as the products do not have an alternative use, the Company recognizes revenue for these contracts over time and records a contract asset using the output method. The output method recognizes revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. With respect to the Company’s contracts related to Ingredients products, the Company currently recognizes revenue on the transfer of control of the product at a point in time as such products generally have alternative uses and the Company does not have an “enforceable right to payment for performance to date.” As the Company adopted the Revenue Standard using the modified retrospective method effective the first day of its 2018 fiscal year, results for its 2018 fiscal year are presented under the Revenue Standard while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, which required that revenue was accounted for when the earnings process was complete. The Company recorded a net increase to retained earnings of $2.1 million as of the first day of its 2018 fiscal year due to the cumulative impact of adopting the Revenue Standard. In connection with the adjustment to retained earnings, the Company also recorded an increase of $4.4 million in contract assets (which are included in Prepaid expenses and other assets), a decrease of $1.7 million in inventory, and an increase in taxes payable of $0.6 million. The impact to revenues, gross profit and net income for three months ended March 31, 2018 were reductions of $0.6 million, $0.4 million and $0.3 million, respectively, as a result of applying the Revenue Standard as compared to the amounts that would have been recognized under ASC Topic 605. Revenue Recognition The Company recognizes revenue when control of the promised goods is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods. Sales, value add, and other taxes the Company collects are excluded from revenues. The Company receives payment in accordance with standard customer terms. The following table presents the Company's revenues disaggregated by business unit:
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The following table presents our revenues disaggregated by region, based on the region of our customers:
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Flavors and Fragrances Compounds Revenues The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms (which vary by customer) are identified, the contract has commercial substance, and collectability of consideration is probable. Consistent with our past practice, the amount of revenue recognized is adjusted at the time of sale for expected discounts and rebates (“Variable Consideration”). The Company generates revenues primarily by manufacturing customized Flavor compounds and Fragrance compounds for the exclusive use of our customers. The Company combines the shipment of goods with their manufacture to account for both shipment and manufacture as the sole performance obligation. With respect to the vast majority of the Company’s contracts for Compounds products, the Company recognizes a sale at the point in time when it ships the product from its manufacturing facility to its customer, as this is the time when control of the goods has transferred to the customer. The amount of consideration received and revenue recognized is impacted by the Variable Consideration the Company has agreed with its customers. The Company estimates Variable Consideration amounts for each customer based on the specific agreement, an analysis of historical volumes and the current activity with that customer. The Company reassesses its estimates of Variable Consideration at each reporting date throughout the contract period and updates the estimate until the uncertainty is resolved. During the current period, changes to estimates of Variable Consideration have been immaterial. With respect to a small number of contracts for the sale of Compounds products, the Company recognizes revenue over time as it manufactures customized compounds that do not have an alternative use and for which the contracts provide the Company with an enforceable right to payment, including a reasonable profit, at all times during the contract term commencing with the manufacturing of the goods. When revenue is recognized over time, the amount of revenue recognized is based on the extent of progress towards completion of the promised goods. The Company generally uses the output method to measure progress for its contracts as this method reflects the transfer of goods to the customer. Once customization begins, the manufacturing process is generally completed within a two week period. Due to the short time frame for production, there is little estimation uncertainty in the process. In addition, due to the customized nature of our products, our returns are not material. Fragrance Ingredients Revenues The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms (which vary by customer) are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generates revenues primarily by manufacturing Ingredients products for the use of our customers. The Company combines the shipment of goods with their manufacture to account for both shipment and manufacture as the sole performance obligation. Generally, the Company recognizes a sale at the time when it ships the product from their manufacturing facility to their customer, as this is the point when control of the goods or services has transferred to the customer. The amount of consideration received and revenue recognized is impacted by discounts offered to its customers. The Company estimates discounts based on an analysis of historical experience and current activity. The Company assesses its estimates of discounts at each reporting date throughout the contract period and updates its estimates until the uncertainty has been resolved. During the current period, changes to estimates of discounts have been immaterial. Contract Asset and Accounts Receivable The following table reflects the changes in our contract assets and accounts receivable for the three months ended March 31, 2018 and December 31, 2017:
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Net Income Per Share |
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Net Income Per Share | NET INCOME PER SHARE Net income per share is based on the weighted average number of shares outstanding. A reconciliation of the shares used in the computation of basic and diluted net income per share is as follows:
There were no stock options or stock-settled appreciation rights (“SSARs”) excluded from the computation of diluted net income per share for the three months ended March 31, 2018 and 2017. The Company has issued shares of purchased restricted common stock and purchased restricted common stock units (collectively “PRSUs”) which contain rights to nonforfeitable dividends while these shares are outstanding and thus are considered participating securities. Such securities are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method. The Company did not present the two-class method since the difference between basic and diluted net income per share for both unrestricted common shareholders and PRSU shareholders was less than $0.01 per share for each period presented, and the number of PRSUs outstanding as of March 31, 2018 and 2017 was immaterial. Net income allocated to such PRSUs was $0.3 million for both the three months ended March 31, 2018 and 2017. |
Acquisitions |
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Business Combinations [Abstract] | |
Acquisitions | Pure On April 7, 2017, the Company completed the acquisition of 100% of the outstanding shares of Columbia PhytoTechnology, LLC d/b/a PowderPure ("PowderPure"), a privately-held flavors company with facilities in North America. The acquisition was accounted for under the purchase method. PowderPure was acquired to expand expertise in, and product offerings of, clean label solutions within the Flavors business. The Company paid approximately $54.6 million, including $0.4 million of cash acquired for this acquisition, which was funded from existing resources. Additionally, the Company recorded an accrual of approximately $1.4 million representing the estimate at acquisition of additional contingent consideration payable to the former owners of PowderPure (the maximum earnout payable is $10 million upon satisfaction of certain performance metrics). The purchase price exceeded the preliminary fair value of existing net assets by approximately $48.0 million. The excess was allocated principally to identifiable intangible assets including approximately $27.5 million to proprietary technology, approximately $4.5 million to trade name, approximately $0.8 million to customer relationships, and approximately $15.2 million of goodwill which is deductible for tax purposes. Goodwill is the excess of the purchase price over the fair value of net assets acquired and represents the value the Company expects to achieve from its increased exposure to clean label products within the existing Flavors business. The intangible assets are being amortized over the following estimated useful lives: proprietary technology, 14 years; trade name, 14 years; and customer relationships, 2 years. The purchase price allocation was completed in the first quarter of 2018. No material adjustments have been made to the purchase price allocation since the preliminary valuation performed in the second quarter of 2017. The estimated amount of the contingent consideration payable was revised during the first quarter of 2018 and resulted in a decrease in administrative expense of approximately $0.6 million. No pro forma financial information for 2017 is presented as the acquisition was not material to the consolidated financial statements. Fragrance Resources On January 17, 2017, the Company completed the acquisition of 100% of the outstanding shares of Fragrance Resources, Inc., Fragrance Resources GmbH, and Fragrance Resources SAS (collectively "Fragrance Resources"), a privately-held fragrance company with facilities in Germany, North America, France, and China. The acquisition was accounted for under the purchase method. Fragrance Resources was acquired to strengthen the North American and German Fragrances business. The Company paid approximately €143.4 million (approximately $151.9 million) including approximately €13.7 million (approximately $14.4 million) of cash acquired for this acquisition, which was funded from existing resources including use of its revolving credit facility. Of the total paid, approximately €142.0 million (approximately $150.5 million) was paid at closing and an additional €1.4 million (approximately $1.5 million) was paid in connection with the finalization of the working capital adjustment. The purchase price exceeded the fair value of existing net assets by approximately $122.0 million. The excess was allocated principally to identifiable intangible assets including approximately $51.7 million related to customer relationships, approximately$13.6 million related to proprietary technology and trade name, and approximately $72.0 million of goodwill (which is not deductible for tax purposes) and approximately $15.3 million of net deferred tax liability. Goodwill is the excess of the purchase price over the fair value of net assets acquired and represents synergies from the addition of Fragrance Resources to the Company's existing Fragrances business. The intangible assets are being amortized over the following estimated useful lives: trade name, 2 years; proprietary technology, 5 years; and customer relationships, 12 - 16 years. The purchase price allocation was finalized in the fourth quarter of 2017. Certain measurement period adjustments were made subsequent to the initial purchase price allocation including adjustments related to the finalization of the purchase price, the allocation of certain intangibles and the calculation of applicable deferred taxes. The additional amortization of intangibles required as a result of the measurement period adjustments was not material. No pro forma financial information for 2016 is presented as the acquisition was not material to the consolidated financial statements. |
Goodwill and Other Intangible Assets, Net Goodwill and Other Intangible Assets, Net (Notes) |
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Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill Movements in goodwill during 2018 were as follows:
Other Intangible Assets Other intangible assets, net consisted of the following amounts:
Amortization Amortization expense was $9.2 million and $7.1 million for the three months ended March 31, 2018 and 2017, respectively. Annual amortization is expected to be $36.7 million for the full year 2018, $35.2 million for the year 2019, $34.5 million for the year 2020, $29.7 million for the year 2021, $25.5 million for the year 2022 and $25.4 million for the year 2023. |
Restructuring and Other Charges, Net |
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Restructuring and Other Charges, Net | RESTRUCTURING AND OTHER CHARGES, NET Restructuring and other charges primarily consist of separation costs for employees including severance, outplacement and other benefit costs. 2017 Productivity Program On February 15, 2017, the Company announced that it was adopting a multi-year productivity program designed to improve overall financial performance, provide flexibility to invest in growth opportunities and drive long-term value creation. In connection with this program, the Company expects to optimize its global footprint and simplify its organizational structures globally. In connection with this initiative, the Company expects to incur cumulative, pre-tax cash charges of between $30-$35 million, consisting primarily of $24-$26 million in personnel-related costs and an estimated $6 million in facility-related costs, such as lease termination, and integration-related costs. The Company recorded $21.3 million of charges related to personnel costs and lease termination costs through the first quarter of 2018, with the remainder of the personnel related and other costs expected to be recognized by the end of 2018. The Company recorded $0.7 million and $10.1 million of charges related to personnel costs and lease termination costs during the three months ended March 31, 2018 and 2017, respectively. The Company made payments of $1.7 million related to severance in 2018. The overall charges were split approximately evenly between Flavors and Fragrances. This initiative is expected to result in the reduction of approximately 370 members of the Company’s global workforce, including acquired entities, in various parts of the organization. Changes in employee-related restructuring liabilities during the three months ended March 31, 2018, were as follows:
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Borrowings | BORROWINGS Debt consists of the following:
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Commercial Paper Commercial paper issued by the Company generally has terms of 90 days or less. As of March 31, 2018, there was $29.9 million of commercial paper outstanding and no commercial paper outstanding as of December 31, 2017. The revolving credit facility is used as a backstop for the Company's commercial paper program. The maximum amount of commercial paper outstanding for the three months ended March 31, 2018 and 2017 was $40.0 million and $107.5 million, respectively. |
Income Taxes |
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Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | U.S. Tax Reform In the fourth quarter of 2017, the Company recorded approximately $139.2 million in charges related to the impact of the Tax Act. Given the significant complexity of the Tax Act, anticipated guidance from the U.S. Treasury about implementing the Tax Act and the potential for additional guidance from the SEC or the FASB, the amount recorded by the Company in the fourth quarter of 2017 was provisional and will continue to be adjusted during 2018. The impact of the Tax Act is expected to be finalized no later than the fourth quarter of 2018. The aforementioned guidance and additional information regarding the Tax Act may also impact the Company's 2018 effective income tax rate, exclusive of any adjustment to the provisional charge. Any material revisions in our computations could adversely affect our cash flows and results of operations. During the first quarter of 2018, the Company recorded an additional charge of $0.6 million to adjust an accrual related to withholding taxes on planned repatriations. Uncertain Tax Positions At March 31, 2018, the Company had $28.5 million of unrecognized tax benefits recorded in Other liabilities and $5 million in Other current liabilities. If these unrecognized tax benefits were recognized, the effective tax rate would be affected. At March 31, 2018, the Company had accrued interest and penalties of $2.3 million classified in Other liabilities and $0.5 million in Other current liabilities. As of March 31, 2018, the Company’s aggregate provisions for uncertain tax positions, including interest and penalties, was $36.3 million associated with various tax positions asserted in various jurisdictions, none of which is individually material. The Company regularly repatriates a portion of current year earnings from select non–U.S. subsidiaries. No provision is made for additional taxes on undistributed earnings of subsidiary companies that are intended and planned to be indefinitely invested in such subsidiaries. We intend to, and have plans to, reinvest these earnings indefinitely in our foreign subsidiaries to fund local operations and/or capital projects. The Company has ongoing income tax audits and legal proceedings which are at various stages of administrative or judicial review. In addition, the Company has open tax years with various taxing jurisdictions that range primarily from 2008 to 2017. Based on currently available information, we do not believe the ultimate outcome of any of these tax audits and other tax positions related to open tax years, when finalized, will have a material impact on our financial position. The Company also has other ongoing tax audits and legal proceedings that relate to indirect taxes, such as value-added taxes, sales and use taxes and property taxes, which are discussed in Note 13. Effective Tax Rate The effective tax rate for the three months ended March 31, 2018 was 18.5% compared with 16.4% for the three months ended March 31, 2017. The year-over-year increase was largely due to the impact of U.S. tax reform and increased loss provisions, partially offset by mix of earnings, a lower cost of repatriation (principally due to tax reform) and the release of a State valuation allowance that related to prior years. |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Compensation Plans | STOCK COMPENSATION PLANS The Company has various plans under which its officers, senior management, other key employees and directors may be granted equity-based awards. Equity awards outstanding under the plans include PRSUs, restricted stock units (RSUs), SSARs and Long-Term Incentive Plan awards. Liability-based awards outstanding under the plans are cash-settled RSUs. Stock-based compensation expense and related tax benefits were as follows:
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Segment Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | SEGMENT INFORMATION The Company is organized into two operating segments: Flavors and Fragrances. These segments align with the internal structure of the Company used to manage these businesses. Performance of these operating segments is evaluated based on segment profit which is defined as operating profit before Restructuring and other charges, net; Global expenses and certain non-recurring items; Interest expense; Other income (expense), net; and Taxes on income. The Global expenses caption below represents corporate and headquarters-related expenses which include legal, finance, human resources, certain incentive compensation expenses and other R&D and administrative expenses that are not allocated to individual operating segments. Reportable segment information is as follows:
Net sales are attributed to individual regions based upon the destination of product delivery. Net sales related to the U.S. for the three months ended March 31, 2018 and 2017 were $230.2 million and $227.6 million, respectively. Net sales attributed to all foreign countries in total for the three months ended March 31, 2018 and 2017 were $700.7 million and $600.7 million, respectively. No country other than the U.S. had net sales in any period presented greater than 6% of total consolidated net sales. |
Employee Benefits |
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Retirement Benefits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits | EMPLOYEE BENEFITS Pension and other defined contribution retirement plan expenses included the following components:
The Company expects to contribute a total of approximately $4.1 million to its U.S. pension plans and a total of $17.1 million to its Non-U.S. Plans during 2018. During the three months ended March 31, 2018, no contributions were made to the qualified U.S. pension plans, $3.3 million of contributions were made to the non-U.S. pension plans, and $1.1 million of benefit payments were made with respect to the Company's non-qualified U.S. pension plan. Expense recognized for postretirement benefits other than pensions included the following components:
The components of net periodic benefit (income) other than the service cost component are included in Other (income) expense, net in the Consolidated Statement of Income and Comprehensive Income. Beginning in 2018, under the revised FASB guidance adopted in the first quarter, only the service cost component of net periodic benefit (income) cost is a component of operating profit in the Consolidated Statements of Income and Comprehensive Income and the other components of net periodic benefit cost are now included in Other (income), net. As a result of this change, Other income increased by approximately $6.1 million and $7.3 million in the three months ended March 31, 2018 and 2017, respectively, compared to what the Other (income) expense, net would have been under the previous method. The retroactive $7.3 million reduction in operating profit for the three months ended March 31, 2017 was reflected as a $1.6 million increase in cost of goods sold, a $2.4 million increase in research and development expenses, and a $3.3 million increase in selling and administrative expenses. The Company expects to contribute approximately $5.0 million to its postretirement benefits other than pension plans during 2018. In the three months ended March 31, 2018, $0.9 million of contributions were made. |
Financial Instruments |
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Investments, All Other Investments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments | FINANCIAL INSTRUMENTS Fair Value Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs create the following fair value hierarchy:
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the London Interbank Offer Rate ("LIBOR") swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. The Company does not have any instruments classified as Level 1 or Level 3, other than those included in pension asset trusts as discussed in Note 14 of our 2017 Form 10-K. These valuations take into consideration the Company's credit risk and its counterparties’ credit risk. The estimated change in the fair value of these instruments due to such changes in its own credit risk (or instrument-specific credit risk) was immaterial as of March 31, 2018. The principal amounts and the estimated fair values of financial instruments at March 31, 2018 and December 31, 2017 consisted of the following:
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Derivatives The Company periodically enters into foreign currency forward contracts with the objective of reducing exposure to cash flow volatility associated with its intercompany loans, foreign currency receivables and payables, and anticipated purchases of certain raw materials used in operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions. During the three months ended March 31, 2018 and the year ended December 31, 2017, the Company entered into several forward currency contracts which qualified as net investment hedges, in order to mitigate a portion of its net European investments from foreign currency risk. The effective portions of net investment hedges are recorded in other comprehensive income (“OCI”) as a component of Foreign currency translation adjustments in the accompanying Consolidated Statement of Income and Comprehensive Income. Realized gains/(losses) are deferred in accumulated other comprehensive income (loss) ("AOCI") where they will remain until the net investments in the Company's European subsidiaries are divested. The outstanding forward currency contracts have remaining maturities of less than one year. Three of these forward currency contracts matured during the three months ended March 31, 2018. Subsequent to the issuance of the Euro Senior Notes - 2016 during the first quarter of 2016, the Company designated the debt as a hedge of a portion of its net European investments. Accordingly, the change in the value of the debt that is attributable to foreign exchange movements is recorded in OCI as a component of Foreign currency translation adjustments in the accompanying Consolidated Statement of Income and Comprehensive Income. During the three months ended March 31, 2018 and the year ended December 31, 2017, the Company entered into several forward currency contracts which qualified as cash flow hedges. The objective of these hedges is to protect against the currency risk associated with forecasted U.S. dollar ("USD") denominated raw material purchases made by Euro ("EUR") functional currency entities which result from changes in the EUR/USD exchange rate. The effective portions of cash flow hedges are recorded in OCI as a component of Gains/(Losses) on derivatives qualifying as hedges in the accompanying Consolidated Statement of Income and Comprehensive Income. Realized gains/(losses) in AOCI related to cash flow hedges of raw material purchases are recognized as a component of Cost of goods sold in the accompanying Consolidated Statement of Income and Comprehensive Income in the same period as the related costs are recognized. The Company maintains various interest rate swap agreements that effectively convert the fixed rate on a portion of its long-term borrowings to a variable short-term rate based on the LIBOR plus an interest markup. These swaps are designated as fair value hedges. Amounts recognized in Interest expense were immaterial for the three months ended March 31, 2018 and 2017. The Company has previously entered into interest rate swap agreements to hedge the anticipated issuance of fixed-rate debt, which are designated as cash flow hedges. The amount of gains and losses realized upon termination of these agreements is amortized over the life of the corresponding debt issuance. The following table shows the notional amount of the Company’s derivative instruments outstanding as of March 31, 2018 and December 31, 2017:
The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected in the Consolidated Balance Sheet as of March 31, 2018 and December 31, 2017:
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The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2018 and 2017 (in thousands):
Most of these net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods. The following table shows the effect of the Company’s derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2018 and 2017 (in thousands):
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The ineffective portion of the above noted cash flow hedges and net investment hedges were not material during the three months ended March 31, 2018 and 2017. The Company expects that approximately $6.4 million (net of tax) of derivative loss included in AOCI at March 31, 2018, based on current market rates, will be reclassified into earnings within the next 12 months. The majority of this amount will vary due to fluctuations in foreign currency exchange rates. |
Accumulated Other Comprehensive Income (Loss) |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | following tables present changes in the accumulated balances for each component of other comprehensive income, including current period other comprehensive income and reclassifications out of accumulated other comprehensive income:
_______________________ (a) Represents a foreign currency exchange gain from the release of a currency translation adjustment upon the liquidation of a foreign entity in 2017. The following table provides details about reclassifications out of accumulated other comprehensive income to the Consolidated Statement of Income and Comprehensive Income:
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Commitments and Contingencies |
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Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | arantees and Letters of Credit The Company has various bank guarantees and letters of credit which are available for use to support its ongoing business operations and to satisfy governmental requirements associated with pending litigation in various jurisdictions. At March 31, 2018, we had total bank guarantees and standby letters of credit of approximately $51.7 million with various financial institutions. Included in the above aggregate amount is a total of $15.7 million for other assessments in Brazil for various income tax and indirect tax disputes related to fiscal years 1998-2011. There were no material amounts utilized under the standby letters of credit as of March 31, 2018. In order to challenge the assessments in these cases in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of approximately $15.9 million as of March 31, 2018. Lines of Credit The Company has various lines of credit which are available to support its ongoing business operations. As of March 31, 2018, we had available lines of credit of approximately $106.4 million with various financial institutions, in addition to the $950 million of capacity under the Credit Facility discussed in Note 9 of our 2017 Form 10-K. There were no material amounts drawn down pursuant to these lines of credit as of March 31, 2018. Litigation The Company assesses contingencies related to litigation and/or other matters to determine the degree of probability and range of possible loss. A loss contingency is accrued in the Company’s Consolidated Financial Statements if it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly sensitive and requires judgments about future events. On at least a quarterly basis, the Company reviews contingencies related to litigation to determine the adequacy of accruals. The amount of ultimate loss may differ from these estimates and further events may require the Company to increase or decrease the amounts it has accrued on any matter. Periodically, the Company assesses its insurance coverage for all known claims, where applicable, taking into account aggregate coverage by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with its insurance carriers. The liabilities are recorded at management’s best estimate of the probable outcome of the lawsuits and claims, taking into consideration the facts and circumstances of the individual matters as well as past experience on similar matters. At each balance sheet date, the key issues that management assesses are whether it is probable that a loss as to asserted or unasserted claims will be incurred and if so, whether the amount of loss can be reasonably estimated. The Company records the expected liability with respect to claims in Other liabilities and expected recoveries from its insurance carriers in Other assets. The Company recognizes a receivable when it believes that realization of the insurance receivable is probable under the terms of the insurance policies and its payment experience to date. Environmental Over the past 20 years, various federal and state authorities and private parties have claimed that we are a Potentially Responsible Party (“PRP”) as a generator of waste materials for alleged pollution at a number of waste sites operated by third parties located principally in New Jersey and have sought to recover costs incurred and to be incurred to clean up the sites. The Company has been identified as a PRP at eight facilities operated by third parties at which investigation and/or remediation activities may be ongoing. The Company analyzes potential liability on at least a quarterly basis and accrues for environmental liabilities when they are probable and estimable. The Company estimates its share of the total future cost for these sites to be less than $5 million. While joint and several liability is authorized under federal and state environmental laws, the Company believes the amounts it has paid and anticipates paying in the future for clean-up costs and damages at all sites are not and will not have a material adverse effect on its financial condition, results of operations or liquidity. This assessment is based upon, among other things, the involvement of other PRPs at most of the sites, the status of the proceedings, including various settlement agreements and consent decrees, and the extended time period over which payments will likely be made. There can be no assurance, however, that future events will not require the Company to materially increase the amounts it anticipates paying for clean-up costs and damages at these sites, and that such increased amounts will not have a material adverse effect on its financial condition, results of operations or cash flows. China Facilities Guangzhou Flavors plant During the fourth quarter of 2016, the Company was notified that certain governmental authorities have begun to evaluate a change in the zoning of the Guangzhou Flavors plant. The zoning, if changed, would prevent the Company from continuing to manufacture product at the existing plant. The ultimate outcome of any change that the governmental authorities may propose, the timing of such a change, and the nature of any compensation arrangements that might be provided to the Company are uncertain. The net book value of the existing plant was approximately $70 million as of March 31, 2018. Zhejiang Ingredients plant In the fourth quarter of 2017, the Company concluded discussions with the government regarding the relocation of its Fragrance Ingredients plant in Zhejiang and, based on the agreements reached, expects to receive total compensation payments up to approximately $50 million. The relocation compensation will be paid to the Company over the period of the relocation which is expected to be through the end of 2020. The Company received the first payment of $15 million in the fourth quarter of 2017. No additional amounts have been received in the first quarter of 2018. The net book value of the current plant was approximately $25 million as of March 31, 2018. The Company expects to relocate approximately half of production capacity of the facility by the middle of 2019 and the remainder of the production capacity of the facility by the middle of 2020. Total China Operations The total net book value of all five plants in China (one of which is currently under construction) was approximately $160 million as of March 31, 2018. If the Company is required to close a plant, or operate one at significantly reduced production levels on a permanent basis, the Company may be required to record charges that could have a material impact on its consolidated financial results of operations, financial position and cash flows in future periods. Other Contingencies The Company has contingencies involving third parties (such as labor, contract, technology or product-related claims or litigation) as well as government-related items in various jurisdictions in which it operates pertaining to such items as value-added taxes, other indirect taxes, customs and duties and sales and use taxes. It is possible that cash flows or results of operations, in any period, could be materially affected by the unfavorable resolution of one or more of these contingencies. The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, the Company believes it has valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, the Company is required to, and has provided, bank guarantees and pledged assets in the aggregate amount of $31.6 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date. ZoomEssence As previously disclosed, in March 2012, ZoomEssence, Inc. filed a complaint against the Company in the U.S. District Court for the District of New Jersey alleging trade secret misappropriation, breach of contract and unjust enrichment in connection with certain spray dry technology disclosed to the Company. ZoomEssence sought an injunction and monetary damages. In November 2014, the Company filed a counterclaim against ZoomEssence alleging trade secret misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, misappropriation of confidential and proprietary information, common law unfair competition, tortious interference with contractual relations, and conversion. During the second quarter of 2017, the Company and ZoomEssence mutually agreed to settle all claims and counterclaims. The parties agreed to dismiss their claims against one another, with prejudice and without any admission of liability or wrongful conduct, to avoid any further expense and disruption from the litigation. The complaint was dismissed, with prejudice, on July 5, 2017. Under the settlement agreement, the Company made a one-time payment to ZoomEssence of $56 million during the second quarter of 2017 and the parties exchanged full mutual releases. Accordingly, the Company recorded an additional charge of $1.0 million during the second quarter of 2017. FDA-Mandated Product Recall The Company periodically incurs product liability claims based on product that is sold to customers that may be defective or otherwise not in accordance with the customer’s requirements. In the first quarter of 2017, the Company was made aware of a claim for product that was subject to an FDA-mandated product recall. As of March 31, 2018, the Company had recorded total charges of approximately $17.5 million with respect to this claim, of which $5.0 million was recorded in the three months ended March 31, 2018. The Company settled the claim with the customer for a total of $16.0 million, of which $13.0 million was paid during the three months ended March 31, 2018. The remaining accrual of approximately $1.5 million represents management's best estimate of losses related to claims from other affected parties. The Company does not believe that the ultimate settlement of the claim will have a material impact on its financial condition. Separately, the Company expects to pursue reimbursement of all or a portion of costs, once incurred, from its insurance company and/or the supplier; however, the nature, timing and amount of any such reimbursement cannot be determined at this time. Other The Company determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that either a loss is reasonably possible or a loss in excess of accrued amounts is reasonably possible and the amount of losses or range of losses is determinable. For all third party contingencies (including labor, contract, technology, tax, product-related claims and business litigation), the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $12 million. The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the matters in question. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above. |
Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On May 7, 2018, the Company entered into a definitive agreement and plan of merger to acquire Frutarom Industries Ltd. (“Frutarom”). Frutarom is a flavors, savory solutions and natural ingredients company with production and development centers on six continents, that is traded on the Tel Aviv and London Stock Exchanges. The transaction is targeted to close in six to nine months, has been unanimously approved by the Boards of Directors of both companies and is subject to approval by Frutarom shareholders, clearance by the relevant regulatory authorities and other customary closing conditions. Under the terms of the merger agreement, for each share of outstanding stock, Frutarom shareholders will receive $71.19 in cash and 0.2490 of a share of the Company's common stock, which, based on the 10-day volume weighted average price for the Company's common stock for the period ending May 4, 2018, represents a total value of $106.25 per share. The transaction is valued at approximately $7.1 billion, including the assumption of approximately $681 million of Frutarom's net debt, which the Company intends to refinance or repay concurrent with the closing of the transaction. The Company expects to fund the cash portion of the merger consideration with cash on hand, new mid-term and long-term bonds, term loans and an issuance of equity. In connection with these financings, the Company also expects to pay its outstanding $250 million of its Senior Notes 2007 and the associated make-whole payments of approximately $35 million. Based on the number of Frutarom shares of common stock outstanding as of May 4, 2018, the Company anticipates issuing approximately 18.9% of its issued and outstanding shares of common stock as the stock portion of merger consideration. On May 7, 2018, the Company entered into a bridge facility commitment letter pursuant to which Morgan Stanley Senior Funding, Inc. committed, subject to customary conditions, to provide up to $5.5 billion under a 364-day senior unsecured bridge term loan credit facility to finance the cash portion of the merger consideration if the Company has not completed its anticipated financing transactions prior to the consummation of the merger. |
Consolidated Financial Statements (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation These interim statements and related management’s discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related notes and management’s discussion and analysis of results of operations, liquidity and capital resources included in our 2017 Annual Report on Form 10-K (“2017 Form 10-K”). These interim statements are unaudited. The year-end balance sheet data included in this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. We have historically operated and continue to operate on a 52/53 week fiscal year ending on the Friday closest to the last day of the quarter. For ease of presentation, March 31 and December 31 are used consistently throughout this Form 10-Q and these interim financial statements and related notes to represent the period-end dates. For the 2018 and 2017 quarters, the actual closing dates were March 30 and March 31, respectively. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. When used herein, the terms “IFF,” the “Company,” “we,” “us” and “our” mean International Flavors & Fragrances Inc. and its consolidated subsidiaries. |
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Reclassifications and Revisions | Reclassifications and Revisions Certain prior year amounts have been reclassified and revised to conform to current year presentation. As discussed below and in conformity with the Financial Accounting Standards Board's ("FASB") amendments to the Compensation - Retirement Benefits guidance, the Company has reclassified certain components of net periodic benefit expense (income) to Other income (expense), net. Additionally, approximately $5.4 million of expense was recorded during the first quarter of 2017 for a tax assessment relating to prior periods. The Consolidated Statement of Cash Flows for the three months ended March 31, 2017 has been revised to properly reclassify $3.2 million from Net cash used in financing activities to reduce Net cash provided by operating activities, and has also been revised to correctly state the amount of Cash paid for interest, net of amounts capitalized, for the three months ended March 31, 2017. These adjustments were not material to the current or previously-issued financial statements. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2018, FASB issued amendments to the Income Statement - Reporting Comprehensive Income guidance which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, in addition to requiring certain disclosures about stranded tax effects. This guidance is effective for periods beginning after December 15, 2018, with an election to adopt early. The Company is currently evaluating the impact this guidance may have on its Consolidated Financial Statements. In August 2017, FASB issued amendments to the Derivatives and Hedging guidance which eliminates the requirement to separately measure and present hedge ineffectiveness and aligns the presentation of hedge gains and losses with the underlying hedge item. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amended presentation and disclosure requirements are to be applied prospectively while the amendments to cash flow and net investment hedge relationships are to be applied on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its Consolidated Financial Statements, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In May 2017, the FASB issued amendments to the Compensation - Stock Compensation guidance which clarifies changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting. This guidance is effective for the current year. The Company has determined that this guidance does not have an impact on its Consolidated Financial Statements as it is not the Company's practice to modify the terms or conditions of a share-based payment award after it has been granted. In March 2017, the FASB issued amendments to the Compensation - Retirement Benefits guidance which requires employers who present a measure of operating income in their statement of income to include only the service cost component of net periodic pension cost and postretirement costs in operating expenses. This guidance is effective, and as required, has been applied on a full retrospective basis. The impact of the adoption of this standard on January 1, 2018, was a decrease in operating profit of $7.3 million for the three months ended March 31, 2017, and an increase in income within Other (income) expense, net, as presented in the Company's Consolidated Statement of Income and Comprehensive Income. There was no impact to Net income or Net Income per share in either period. See Note 10 of the Consolidated Financial Statements for further details. The new guidance also limits the amount of net periodic benefit cost eligible for capitalization to assets. The new guidance permits only the service cost component of net periodic benefit cost to be eligible for capitalization. The Company applied the practical expedient that permits the use of amounts previously disclosed as the basis for retrospective application and, as provided under the practical expedient, has not presented the income statement impact based on the capitalization of the applicable costs. In August 2016, the FASB issued authoritative guidance which requires changes to the classification of certain activities within the statement of cash flows. This guidance is effective for the current year, and the Company has determined that this adoption does not have a significant impact on its Consolidated Statement of Cash Flows. In June 2016, the FASB issued authoritative guidance which requires issuers to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements, but does not expect this guidance to have a material impact on its Consolidated Financial Statements. In February 2016, the FASB issued authoritative guidance which requires changes to the accounting for leases. The new guidance establishes a new lease accounting model that requires entities to record assets and liabilities related to leases on the balance sheet for certain types of leases. The guidance will be effective for annual and interim periods beginning after December 15, 2018. The Company expects to adopt this guidance effective December 30, 2018, the first day of the Company’s 2019 fiscal year, and that the adoption of this guidance will result in significant increases to assets and liabilities on its Consolidated Balance Sheet. The Company is still evaluating the impact of this guidance on its Consolidated Statement of Income and Comprehensive Income and Consolidated Statement of Cash Flows. The Company has begun to evaluate the nature of its leases and has compiled a preliminary analysis of the type and location of its leases. The Company expects that the significant portion of its lease liabilities will relate to property, with additional lease and corresponding right of use assets in existence that relate to vehicles and machinery. Adoption of ASC Topic 606, Revenue from Contracts with Customers In May 2014, the FASB issued authoritative guidance that provides for a comprehensive model to be used in accounting for revenue arising from contracts with customers (ASC Topic 606, Revenue from Contracts with Customers) (the “Revenue Standard”). Under the Revenue Standard, revenue is recognized to reflect the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Companies have the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Balance Sheet. The new Revenue Standard became effective for annual reporting periods beginning after December 15, 2017, and the Company has adopted the new revenue standard using the modified retrospective approach on December 30, 2017, the first day of the Company’s 2018 fiscal year. The Company creates and manufactures flavors and fragrances. Approximately 90% of its products, principally Flavors compounds and Fragrances compounds, are customized to customer specifications and have no alternative use other than the sale to the specific customer (“Compounds products”). The remaining revenue is derived largely from Fragrance Ingredients products that, generally, are commodity products with alternative uses and not customized (“Ingredients products”). With respect to the vast majority of the Company’s contracts for Compounds products, the Company currently recognizes revenue on the transfer of control of the product at a point in time as the Company does not have an “enforceable right to payment for performance to date” (as set out in the Revenue Standard). With respect to a small number of contracts for the sale of Compounds, the Company has an “enforceable right to payment for performance to date” and as the products do not have an alternative use, the Company recognizes revenue for these contracts over time and records a contract asset using the output method. The output method recognizes revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. With respect to the Company’s contracts related to Ingredients products, the Company currently recognizes revenue on the transfer of control of the product at a point in time as such products generally have alternative uses and the Company does not have an “enforceable right to payment for performance to date.” As the Company adopted the Revenue Standard using the modified retrospective method effective the first day of its 2018 fiscal year, results for its 2018 fiscal year are presented under the Revenue Standard while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, which required that revenue was accounted for when the earnings process was complete. |
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Revenue Recognition | The Company recognizes revenue when control of the promised goods is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods. Sales, value add, and other taxes the Company collects are excluded from revenues. The Company receives payment in accordance with standard customer terms. The following table presents the Company's revenues disaggregated by business unit:
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The following table presents our revenues disaggregated by region, based on the region of our customers:
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Flavors and Fragrances Compounds Revenues The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms (which vary by customer) are identified, the contract has commercial substance, and collectability of consideration is probable. Consistent with our past practice, the amount of revenue recognized is adjusted at the time of sale for expected discounts and rebates (“Variable Consideration”). The Company generates revenues primarily by manufacturing customized Flavor compounds and Fragrance compounds for the exclusive use of our customers. The Company combines the shipment of goods with their manufacture to account for both shipment and manufacture as the sole performance obligation. With respect to the vast majority of the Company’s contracts for Compounds products, the Company recognizes a sale at the point in time when it ships the product from its manufacturing facility to its customer, as this is the time when control of the goods has transferred to the customer. The amount of consideration received and revenue recognized is impacted by the Variable Consideration the Company has agreed with its customers. The Company estimates Variable Consideration amounts for each customer based on the specific agreement, an analysis of historical volumes and the current activity with that customer. The Company reassesses its estimates of Variable Consideration at each reporting date throughout the contract period and updates the estimate until the uncertainty is resolved. During the current period, changes to estimates of Variable Consideration have been immaterial. With respect to a small number of contracts for the sale of Compounds products, the Company recognizes revenue over time as it manufactures customized compounds that do not have an alternative use and for which the contracts provide the Company with an enforceable right to payment, including a reasonable profit, at all times during the contract term commencing with the manufacturing of the goods. When revenue is recognized over time, the amount of revenue recognized is based on the extent of progress towards completion of the promised goods. The Company generally uses the output method to measure progress for its contracts as this method reflects the transfer of goods to the customer. Once customization begins, the manufacturing process is generally completed within a two week period. Due to the short time frame for production, there is little estimation uncertainty in the process. In addition, due to the customized nature of our products, our returns are not material. Fragrance Ingredients Revenues The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties and payment terms (which vary by customer) are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generates revenues primarily by manufacturing Ingredients products for the use of our customers. The Company combines the shipment of goods with their manufacture to account for both shipment and manufacture as the sole performance obligation. Generally, the Company recognizes a sale at the time when it ships the product from their manufacturing facility to their customer, as this is the point when control of the goods or services has transferred to the customer. The amount of consideration received and revenue recognized is impacted by discounts offered to its customers. The Company estimates discounts based on an analysis of historical experience and current activity. The Company assesses its estimates of discounts at each reporting date throughout the contract period and updates its estimates until the uncertainty has been resolved. During the current period, changes to estimates of discounts have been immaterial. |
Consolidated Financial Statements (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||
Contract Asset and Accounts Receivable | The following table reflects the changes in our contract assets and accounts receivable for the three months ended March 31, 2018 and December 31, 2017:
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Net Income Per Share (Tables) |
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Reconciliation of Shares Used in Computation of Basic and Diluted Net Income Per Share | A reconciliation of the shares used in the computation of basic and diluted net income per share is as follows:
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Goodwill and Other Intangible Assets, Net (Tables) |
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Schedule of Movements in Goodwill | Movements in goodwill during 2018 were as follows:
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Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following amounts:
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Restructuring and Other Charges, Net (Tables) |
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Changes in Employee-Related Restructuring Liabilities | Changes in employee-related restructuring liabilities during the three months ended March 31, 2018, were as follows:
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Borrowings (Tables) |
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Components of Debt | Debt consists of the following:
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Stock Compensation Plans (Tables) |
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Stock-Based Compensation Expense and Related Tax Benefits | Stock-based compensation expense and related tax benefits were as follows:
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Segment Information (Tables) |
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Reportable Segment Information | Reportable segment information is as follows:
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Employee Benefits (Tables) |
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Retirement Benefits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension and Other Defined Contribution Retirement Plan Expenses | Pension and other defined contribution retirement plan expenses included the following components:
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Postretirement Benefits Other Than Pension Expenses | . |
Financial Instruments (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying Amount and Estimated Fair Values of Financial Instruments | The principal amounts and the estimated fair values of financial instruments at March 31, 2018 and December 31, 2017 consisted of the following:
_______________________
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Derivative Instruments Notional Amount Outstanding | The following table shows the notional amount of the Company’s derivative instruments outstanding as of March 31, 2018 and December 31, 2017:
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Derivative Instruments Measured at Fair Value | The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected in the Consolidated Balance Sheet as of March 31, 2018 and December 31, 2017:
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Derivative Instruments Which Were Not Designated as Hedging Instruments | The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2018 and 2017 (in thousands):
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Derivative Instruments Designated as Cash Flow and Net Investment Hedging Instruments | The following table shows the effect of the Company’s derivative instruments designated as cash flow and net investment hedging instruments, net of tax, in the Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2018 and 2017 (in thousands):
|
Accumulated Other Comprehensive Income (Loss) (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following tables present changes in the accumulated balances for each component of other comprehensive income, including current period other comprehensive income and reclassifications out of accumulated other comprehensive income:
|
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Reclassifications of Accumulated Other Comprehensive Income to Consolidated Statement of Comprehensive Income | The following table provides details about reclassifications out of accumulated other comprehensive income to the Consolidated Statement of Income and Comprehensive Income:
_______________________
|
Consolidated Financial Statements (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 930,928 | $ 828,293 | |
Receivables (included in Trade receivables) | 747,862 | $ 677,055 | |
Contract asset - Short term | 3,839 | $ 4,449 | |
Europe, Africa and Middle East | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 309,312 | 257,684 | |
Greater Asia | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 243,557 | 222,820 | |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 241,146 | 218,828 | |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 136,913 | 128,961 | |
Flavor Compounds | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 449,019 | 406,164 | |
Consumer Fragrances | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 280,238 | 252,695 | |
Fine Fragrances | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 98,395 | 87,705 | |
Fragrance Ingredients | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 103,276 | $ 81,729 |
Net Income Per Share - Reconciliation of Shares Used in Computation of Basic and Diluted Net Income Per Share (Detail) - shares shares in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Earnings Per Share [Abstract] | ||
Basic (shares) | 79,018 | 79,098 |
Assumed dilution under stock plans (shares) | 375 | 311 |
Diluted (shares) | 79,393 | 79,409 |
Net Income Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income allocated to PRS | $ 0.3 | $ 0.2 |
Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Difference amount between basic and diluted net income per share | $ 0.01 | $ 0.01 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock excluded from computation of diluted net income per share | 0 | 0 |
Stock-Settled Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock excluded from computation of diluted net income per share | 0 | 0 |
Goodwill and Other Intangible Assets, Net - Schedule of Movements in Goodwill (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 1,156,288 |
Acquisitions | 22 |
Foreign exchange | 9,712 |
Balance at March 31, 2018 | $ 1,166,022 |
Goodwill and Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | $ 641,664 | $ 633,077 |
Total accumulated amortization | (227,609) | (217,290) |
Other intangible assets, net | 414,055 | 415,787 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 414,684 | 407,636 |
Total accumulated amortization | (111,796) | (104,800) |
Trade names & patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 39,556 | 38,771 |
Total accumulated amortization | (16,175) | (15,241) |
Technological know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 162,515 | 161,856 |
Total accumulated amortization | (79,929) | (76,766) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total carrying value | 24,909 | 24,814 |
Total accumulated amortization | $ (19,709) | $ (20,483) |
Restructuring and Other Charges, Net - Changes in Employee-Related Restructuring Liabilities (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Restructuring Reserve [Roll Forward] | ||
Additional charges (reversals), net | $ 717 | $ 10,143 |
Fragrance Ingredients Rationalization [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 7,957 | |
Additional charges (reversals), net | 717 | |
Non-cash charges | 0 | |
Payments | (1,696) | |
Ending Balance | 6,978 | |
Fragrance Ingredients Rationalization [Member] | Employee-Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 7,539 | |
Additional charges (reversals), net | 717 | |
Non-cash charges | 0 | |
Payments | (1,696) | |
Ending Balance | 6,560 | |
Fragrance Ingredients Rationalization [Member] | Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 418 | |
Additional charges (reversals), net | 0 | |
Non-cash charges | 0 | |
Payments | 0 | |
Ending Balance | $ 418 |
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of acquisition-related intangibles | $ 9,185 | $ 7,066 |
Estimated annual amortization, 2018 | 36,700 | |
Estimated annual amortization, 2019 | 35,200 | |
Estimated annual amortization, 2020 | 34,500 | |
Estimated annual amortization, 2021 | 29,700 | |
Estimated annual amortization, 2022 | 25,500 | |
Estimated annual amortization, 2023 | $ 25,400 |
Borrowings Narrative (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Debt Instrument [Line Items] | |||
Loss on hedging activity | $ 0 | $ 300,000 | |
Senior Notes 2017 | |||
Debt Instrument [Line Items] | |||
Interest rate of senior notes (as a percentage) | 4.50% | ||
Commercial Paper | |||
Debt Instrument [Line Items] | |||
Interest rate of senior notes (as a percentage) | 0.00% | ||
Commercial paper maximum term (in days) | 90 days | ||
Commerical paper outstanding | $ 29,926,000 | $ 0 | |
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 40,000,000 | $ 107,500,000 |
Stock Compensation Plans - Stock-Based Compensation Expense and Related Tax Benefits (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 7,775 | $ 7,572 |
Less: tax benefit | (1,563) | (2,213) |
Total stock-based compensation expense, after tax | 6,212 | 5,359 |
Equity-based awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 7,620 | 5,819 |
Liability-based awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 155 | $ 1,753 |
Segment Information - Additional Information (Detail) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018
USD ($)
segment
|
Mar. 31, 2017
USD ($)
|
|
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of segments | segment | 2 | |
Revenues | $ 930,928 | $ 828,293 |
US | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 230,200 | 227,600 |
Foreign Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 700,700 | $ 600,700 |
Foreign Countries | Sales | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Maximum percentage of total consolidated net sales attributed to any non-U.S. country | 6.30% |
Financial Instruments - Additional Information (Detail) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018
USD ($)
contract
|
Mar. 31, 2017
swap
|
|
Derivative [Line Items] | ||
Derivative losses included in AOCI | $ 6,400,000 | |
Net investment hedge ineffectiveness | 0 | |
Cash flow hedge ineffectiveness | $ 0 | |
Foreign Exchange Forward [Member] | ||
Derivative [Line Items] | ||
Term of derivative | 12 months | |
Interest rate swaps [Member] | ||
Derivative [Line Items] | ||
Number of instruments terminated (swap) | swap | 2 | |
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||
Derivative [Line Items] | ||
Remaining maturity term | 1 year | |
Number of derivatives matured (contract) | contract | 3 |
Financial Instruments - Derivative Instruments Notional Amount Outstanding (Detail) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Foreign currency contracts [Member] | ||
Schedule Of Information By Major Category Of Credit Derivatives Contracts [Line Items] | ||
Derivative instruments outstanding | $ 777,134 | $ 896,947 |
Interest rate swaps [Member] | ||
Schedule Of Information By Major Category Of Credit Derivatives Contracts [Line Items] | ||
Derivative instruments outstanding | $ 150,000 | $ 150,000 |
Financial Instruments - Derivative Instruments Measured at Fair Value (Detail) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
|||||
---|---|---|---|---|---|---|---|
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Liabilities | [1] | $ 10,337 | $ 13,555 | ||||
Foreign currency contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Assets | [2] | 7,360 | 5,137 | ||||
Total Fair Value, Derivative Liabilities | [1] | 7,168 | 12,186 | ||||
Interest rate swaps [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Liabilities | 3,169 | 1,369 | |||||
Fair Value of Derivatives Designated as Hedging Instruments [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Liabilities | [1] | 9,594 | 9,211 | ||||
Fair Value of Derivatives Designated as Hedging Instruments [Member] | Foreign currency contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Assets | [2] | 1,053 | 1,159 | ||||
Total Fair Value, Derivative Liabilities | [1] | 6,425 | 7,842 | ||||
Fair Value of Derivatives Designated as Hedging Instruments [Member] | Interest rate swaps [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Liabilities | 3,169 | 1,369 | |||||
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Liabilities | [1] | 743 | 4,344 | ||||
Fair Value of Derivatives Not Designated as Hedging Instruments [Member] | Foreign currency contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Total Fair Value, Derivative Assets | [2] | 6,307 | 3,978 | ||||
Total Fair Value, Derivative Liabilities | [1] | $ 743 | $ 4,344 | ||||
|
Financial Instruments - Derivative Instruments Which Were Not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Not Designated as Hedging Instrument [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 | $ (3,615) | $ (10,127) |
Financial Instruments - Derivative Instruments Designated as Cash Flow and Net Investment Hedging Instruments (Detail) - USD ($) $ in Thousands |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | $ (17,200) | $ (14,190) | |||
Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | (2,409) | 270 | |||
Foreign currency contracts [Member] | Derivatives in Cash Flow Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | (743) | (2,948) | |||
Foreign currency contracts [Member] | Derivatives in Net Investment Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | (696) | (1,046) | |||
Foreign currency contracts [Member] | Cost of goods sold [Member] | Derivatives in Cash Flow Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | (2,193) | 458 | |||
Interest rate swaps [Member] | Derivatives in Cash Flow Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | [1] | 216 | 1,213 | ||
Interest rate swaps [Member] | Interest expense [Member] | Derivatives in Cash Flow Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | [1] | (216) | (188) | ||
Senior Notes 2016 | Derivatives in Net Investment Hedging Relationships [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | $ (15,977) | $ (11,409) | |||
|
Accumulated Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Accumulated other comprehensive loss (income), net of tax, beginning balance | $ (637,482) | $ (680,095) |
OCI before reclassifications | 11,865 | 7,476 |
Amounts reclassified from AOCI | 5,038 | (8,849) |
Net current period other comprehensive income (loss) | 16,903 | (1,373) |
Accumulated other comprehensive loss (income), net of tax, ending balance | (620,579) | (681,468) |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Accumulated other comprehensive loss (income), net of tax, beginning balance | (297,416) | (352,025) |
OCI before reclassifications | 14,803 | 8,957 |
Amounts reclassified from AOCI | (12,214) | |
Net current period other comprehensive income (loss) | 14,803 | (3,257) |
Accumulated other comprehensive loss (income), net of tax, ending balance | (282,613) | (355,282) |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Accumulated other comprehensive loss (income), net of tax, beginning balance | (10,332) | 7,604 |
OCI before reclassifications | (2,938) | (1,481) |
Amounts reclassified from AOCI | 2,409 | (270) |
Net current period other comprehensive income (loss) | (529) | (1,751) |
Accumulated other comprehensive loss (income), net of tax, ending balance | (10,861) | 5,853 |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Accumulated other comprehensive loss (income), net of tax, beginning balance | (329,734) | (335,674) |
OCI before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 2,629 | 3,635 |
Net current period other comprehensive income (loss) | 2,629 | 3,635 |
Accumulated other comprehensive loss (income), net of tax, ending balance | $ (327,105) | $ (332,039) |
Accumulated Other Comprehensive Income (Loss) - Reclassifications of Accumulated Other Comprehensive Income to Consolidated Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
||||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | |||||
(Losses) gains on derivatives qualifying as hedges, net of tax | $ (2,409) | $ 270 | |||
Prior service cost | [1] | 1,772 | 1,753 | ||
Actuarial losses | [1] | (5,103) | (6,423) | ||
(Losses) gains on pension and postretirement liability adjustments, net of tax | (2,629) | (3,635) | |||
Cost of goods sold [Member] | Foreign currency contracts [Member] | |||||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | |||||
(Losses) gains on derivatives qualifying as hedges | (2,506) | 524 | |||
Provision for income taxes [Member] | |||||
Schedule Of Reclassification Of Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Provision for income taxes for (Losses) gains on derivatives qualifying as hedges | 313 | (66) | |||
Provision for income taxes for gains (Losses) on pension and postretirement liability adjustments | $ 702 | $ 1,035 | |||
|
Commitments and Contingencies - Additional Information (Detail) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018
USD ($)
Facility
property
|
Dec. 31, 2017
USD ($)
|
Jun. 30, 2017
USD ($)
|
|
Commitments And Contingencies [Line Items] | |||
Bank guarantees related to appeals on income tax and indirect tax cases | $ 15,700,000 | ||
Line of credit facility, maximum borrowing capacity | 950,000,000 | ||
Available lines of credit | $ 106,400,000 | ||
Duration as potentially responsible party, years | 20 years | ||
Number of facilities under potentially responsible party investigation | property | 8 | ||
Property, Plant and Equipment, Net | $ 887,483,000 | $ 880,580,000 | |
Bank guarantees and pledged assets to pursue defenses related to other contingencies | 31,600,000 | ||
Additional litigation reserve | $ 1,000,000 | ||
Product liability | 5,000,000 | ||
Product Liability Contingency, Loss Exposure in Excess of Accrual, Aggregate Amount Paid | 16,000,000 | ||
Product Liability Contingency, Loss Exposure in Excess of Accrual, Amount Paid | 13,000,000 | ||
Product Liability Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 1,500,000 | ||
Bank guarantees and standby letters of credit [Member] | |||
Commitments And Contingencies [Line Items] | |||
Bank guarantees and letters of credit outstanding | 51,700,000 | ||
Pledged assets [Member] | |||
Commitments And Contingencies [Line Items] | |||
The amount of pledged assets, principally PP&E to cover income tax and indirect tax assessments | 15,900,000 | ||
Reserve for Environmental Costs [Member] | |||
Commitments And Contingencies [Line Items] | |||
Estimation of possible loss | 5,000,000 | ||
Damages from Product Defects [Member] | |||
Commitments And Contingencies [Line Items] | |||
Additional litigation reserve | 17,500,000 | ||
CHINA | |||
Commitments And Contingencies [Line Items] | |||
Property, Plant and Equipment, Net | $ 160,000,000 | ||
Number of facilities | Facility | 5 | ||
Number of facilities under construction | Facility | 1 | ||
Guangzhou Flavors Plant [Member] | CHINA | |||
Commitments And Contingencies [Line Items] | |||
Property, Plant and Equipment, Net | $ 70,000,000 | ||
Zhejiang Ingredients Plant [Member] | |||
Commitments And Contingencies [Line Items] | |||
Gain Contingency, Expected Relocation Payments | 50,000,000 | ||
Gain Contingency, Relocation Payments Received | 0 | 15,000,000 | |
Zhejiang Ingredients Plant [Member] | CHINA | |||
Commitments And Contingencies [Line Items] | |||
Property, Plant and Equipment, Net | $ 25,000,000 | ||
Minimum | |||
Commitments And Contingencies [Line Items] | |||
Estimation of possible loss | 0 | ||
Maximum | |||
Commitments And Contingencies [Line Items] | |||
Estimation of possible loss | $ 12,000,000 | ||
ZoomEssence [Member] | |||
Commitments And Contingencies [Line Items] | |||
Payments for legal settlements | $ 56,000,000 |
Subsequent Events (Details) - USD ($) |
May 07, 2018 |
Mar. 31, 2018 |
---|---|---|
Subsequent Event [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 950,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Expected make-whole payments for early debt payoff | $ 35,000,000 | |
Subsequent Event | Senior Notes 2007 | ||
Subsequent Event [Line Items] | ||
Expected repurchase face amount | 250,000,000 | |
Subsequent Event | Senior Unsecured Bridge Term Loan Credit Facility | ||
Subsequent Event [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 5,500,000,000 | |
Subsequent Event | Frutarom Industries Ltd. | ||
Subsequent Event [Line Items] | ||
Cash to be transferred (in dollars per share) | $ 71.19 | |
Shares to be transferred as consideration (in shares) | 0.2490 | |
Consideration to be transferred, total value (in dollars per share) | $ 106.25 | |
Total consideration for acquisition | $ 7,100,000,000 | |
Assumption of debt as consideration | $ 681,000,000 | |
Expected percent of issued and outstanding shares to be issued as consideration | 18.90% |
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