SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 10, 2006
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
>
Item 2.02. Results of Operations and Financial Condition.
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of International Flavors & Fragrances Inc. (the "Company") dated January 10,
2006, reporting the Company's sales results for the full year 2005.
The discussion of the Company's sales results includes and, where
indicated, excludes the impact of sales results attributable to certain
non-core business disposed of in 2004 as well as the effects of exchange
rate fluctuations. Such information is supplemental to information
presented in accordance with generally accepted accounting principles
(GAAP) and is not intended to represent a presentation in accordance with
GAAP. In discussing its historical results and financial condition, the
Company believes it is meaningful for investors to be made aware of and to
be assisted in a better understanding of, on a period-to-period comparative
basis, the impact of sales results attributable to the business disposed of
as well as ongoing exchange rate fluctuations on the Company's operating
results and financial condition. The Company believes that this additional
non-GAAP information provides investors with an overall perspective of the
period-to-period performance of the Company's core business. In addition,
management internally reviews each of these non-GAAP financial measures to
evaluate performance on a comparative period-to-period basis in terms of
absolute performance, trends and expected future performance with respect
to its core continuing business.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On January 10, 2006, the Company issued a press release announcing its
decision, made in late December 2005 and further developed up until the
date of the press release, to eliminate approximately 300 positions in
manufacturing, selling, research and administration, principally in its
European and North American operating regions. In connection with these job
eliminations, the Company expects to record pre-tax restructuring charges
of approximately $25 million to $30 million the majority of which will be
recognized in the fourth quarter of 2005; the remaining charges are
expected to be recognized by June 30, 2006. The actions taken result from
the Company's efforts to improve efficiencies in its creative facilities
and global operating network, and the charges relate primarily to employee
separation.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of International Flavors & Fragrances Inc.,
dated January 10, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: January 9, 2006 By: /s/ Douglas J. Wetmore
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Name: Douglas J. Wetmore
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of International Flavors & Fragrances Inc.,
dated January 10, 2006.
IFF ANNOUNCES PLANS TO CUT COSTS AND IMPROVE PROFITABILITY;
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COMMENTS ON 2005 SALES PERFORMANCE
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New York, N.Y., January 10, 2006 ... International Flavors & Fragrances
Inc. (NYSE: IFF) ("IFF" or "the Company") announced its plans to eliminate
approximately 300 positions in manufacturing, selling, research and
administration functions, principally in its European and North American
operating regions; the reductions represent 6% of the Company's workforce.
As a result of these actions, the Company anticipates recording pre-tax
restructuring charges of $25 million to $30 million, the majority of which
will be recognized in the fourth quarter 2005; the remaining charges are
expected to be recognized in the first half of 2006. Essentially all
elements of the restructuring charges relate to employee separation.
Richard A. Goldstein, IFF's Chairman and CEO, stated, "We are continually
striving to ensure IFF's creative facilities and global operating network
are as efficient as possible and fully aligned with our customers' needs
and expectations. IFF has many hardworking and dedicated employees, which
made this decision difficult. However, these actions are a necessary part
of our ongoing efforts to maintain and improve IFF's profitability in the
economic environment in which we operate."
The Company also announced that, consistent with previous expectations,
full year 2005 sales declined 2% in comparison to the prior year in
reported dollars. Sales for 2005 benefited from the strengthening of
various currencies, particularly the Euro, in relation to the U.S. dollar;
had exchange rates remained constant, 2005 sales would have decreased 3% in
comparison to the prior year. Sales in 2005 were impacted by the
disposition, in the second half of 2004, of the Company's European fruit
preparations business. On an as-adjusted basis, excluding $58.3 million in
sales attributable to the fruit business from 2004 results, 2005 sales
would have increased 1% in dollars and been flat in local currency.
The Company expects to release earnings for the 2005 fourth quarter and
full year on January 25, 2006, at which time additional details regarding
the restructuring charges will be provided; in the release, the Company
will also provide its initial guidance regarding 2006.
About IFF
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IFF is a leading creator and manufacturer of flavors and fragrances used in
a wide variety of consumer products--from fine fragrances and toiletries,
to soaps, detergents and other household products, to beverages and food
products. IFF is dedicated to The Pursuit of Excellence in every area of
its business, using knowledge, creativity, innovation and technology to
continually provide customers with the highest quality products and service
and superior consumer understanding.
IFF has sales, manufacturing and creative facilities in 31 countries
worldwide. For more information, please visit our Web site at www.iff.com.
Cautionary Statement Under the Private Securities Litigation Reform Act of
1995
Statements in this report, which are not historical facts or information,
are "forward-looking statements" within the meaning of The Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
are based on management's reasonable current assumptions and expectations.
Certain of such forward-looking information may be identified by such terms
as "expect", "anticipate", "believe", "may" and similar terms or variations
thereof. All information concerning the restructuring charges and expected
savings, and other future financial results or financial position,
constitutes forward-looking information. Such forward-looking statements
are based on management's reasonable current assumptions and expectations.
Such forward-looking statements involve risks, uncertainties and other
factors, which may cause the actual results of the Company to be materially
different from any future results expressed or implied by such
forward-looking statements, and there can be no assurance that actual
results will not differ materially from management's expectations. Such
factors include, among others, the following: general economic and business
conditions in the Company's markets, including economic, population health
and political uncertainties; interest rates; the price, quality and
availability of raw materials; the Company's ability to implement its
business strategy, including the achievement of anticipated cost savings,
profitability and growth targets; the impact of currency fluctuation or
devaluation in the Company's principal foreign markets and the success of
the Company's hedging and risk management strategies. The Company intends
its forward-looking statements to speak only as of the time of such
statements and does not undertake to update or revise them as more
information becomes available or to reflect changes in expectations,
assumptions or results.
Contact
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Douglas J. Wetmore
Senior Vice President and
Chief Financial Officer
Phone: 212-708-7145