SEC Filing | International Flavors & Fragrances Inc.

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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A AMENDMENT NO.1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 17, 2001 (Date of report) --------------------------------- November 3, 2000 (Date of earliest event reported) -------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. --------------------------------------- (Exact name of registrant as specified in its charter) New York -------- (State or other jurisdiction of incorporation) 1-4858 13-1432060 (Commission File Number) (IRS Employer Identification No.) 521 West 57th Street, New York, New York 10019 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) (212) 765-5500 -------------- (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On Friday, November 3, 2000, at 12:00 midnight, the cash tender offer (the "Offer") by B Acquisition Corp. ("Merger Subsidiary"), a Virginia corporation and a wholly owned subsidiary of International Flavors & Fragrances Inc. ("IFF"), for all of the outstanding shares of common stock, par value $1.00 per share ("BBA Common Stock"), of Bush Boake Allen Inc., a Virginia corporation ("BBA") expired. On November 6, 2000, Merger Subsidiary accepted for payment 18,833,316 shares, or approximately 97% of the outstanding shares, of BBA Common Stock at $48.50 per share. The Offer was effected pursuant to an Agreement and Plan of Merger, dated as of September 25, 2000 (the "Merger Agreement"), among BBA, IFF and Merger Subsidiary. Following the Offer, on November 9, 2000, Merger Subsidiary merged with and into BBA pursuant to Section 13.1-719 of the Virginia Stock Corporation Act, and BBA became a wholly owned subsidiary of IFF, with each remaining outstanding share of BBA Common Stock converted into the right to receive $48.50 per share pursuant to the Merger Agreement. IFF acquired all of the outstanding shares of BBA Common Stock for an aggregate consideration of approximately $970 million in cash. The purchase price of $48.50 for each share of BBA Common Stock was established by negotiation at the time of the Merger Agreement. The acquisition consideration was paid by IFF from funds borrowed under a credit facility provided by Citibank and Salomon Smith Barney and from proceeds from the issuance of commercial paper. BBA, which conducts operations on six continents, has 60 locations in 38 countries worldwide. BBA supplies flavors and fragrances to the world's leading consumer products companies for use in foods, beverages, soaps and detergents, cosmetics, toiletries, personal care items and related products. Its aroma chemicals, natural extracts and essential oils serve as raw materials for a wide range of compounded flavors and fragrances. BBA had 1999 worldwide sales of $499 million. IFF currently expects to continue such uses for BBA's assets; provided that IFF may determine to redeploy or dispose of certain assets if it believes it is advantageous to do so. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ($ IN THOUSANDS, EXCEPT PER SHARE) (Restated) Year Ended December 25, 1999 1998 1997 - ------------------------------------------------------------------------------------- Net sales ................................. $499,037 $485,374 $490,585 Costs and other charges: Cost of goods sold ...................... 334,491 311,266 313,527 Selling and administrative expenses ..... 97,999 92,235 98,076 Research and development expenses ....... 25,398 25,228 23,640 - ------------------------------------------------------------------------------------- Income from operations .................... 41,149 56,645 55,342 Interest expense .......................... 2,322 3,326 3,075 Other (income) expense, net ............... 4,348 2,852 3,362 - ------------------------------------------------------------------------------------- Income before income taxes ................ 34,479 50,467 48,905 Income taxes .............................. 13,199 16,894 16,361 - ------------------------------------------------------------------------------------- Net income ................................ $ 21,280 $ 33,573 $ 32,544 - ------------------------------------------------------------------------------------- Net income per share - basic .............. $1.10 $1.74 $1.69 - diluted ............ $1.10 $1.73 $1.68 - ------------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ($ IN THOUSANDS) (Restated) Year Ended December 25, 1999 1998 1997 - ---------------------------------------------------------------------------------------- Net income ....................................... $21,280 $33,573 $32,544 Other comprehensive (income) expense, net of tax: Foreign currency translation adjustments ....... 8,015 1,992 6,403 - ---------------------------------------------------------------------------------------- Total other comprehensive (income) expense ....... 8,015 1,992 6,403 - ---------------------------------------------------------------------------------------- Comprehensive income ............................. $13,265 $31,581 $26,141 - ---------------------------------------------------------------------------------------- See the accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS) (Restated) As of December 25, 1999 1998 - --------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents ................................ $ 9,338 $ 11,072 Receivables, net ......................................... 93,370 93,109 Inventories .............................................. 100,374 109,970 Other .................................................... 11,255 10,225 - --------------------------------------------------------------------------------------- Total current assets .................................. 214,337 224,376 Property, plant and equipment, net ....................... 194,999 190,929 Other assets ............................................. 54,684 50,754 - --------------------------------------------------------------------------------------- Total Assets .......................................... $464,020 $466,059 - --------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable and current maturities ..................... $ 9,551 $ 17,307 Accounts payable ......................................... 37,689 42,617 Accrued liabilities ...................................... 31,248 27,756 Income and other taxes ................................... 3,954 4,421 - --------------------------------------------------------------------------------------- Total current liabilities ............................. 82,442 92,101 Long-term debt ........................................... 8,003 10,354 Deferred income taxes .................................... 24,794 28,481 Other long-term liabilities .............................. 10,212 10,067 Stockholders' equity (Shares outstanding 1999: 19,299,534; 1998: 19,284,817) ...................................... 338,569 325,056 - --------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity............. $464,020 $466,059 - --------------------------------------------------------------------------------------- See the accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ($ IN THOUSANDS) (Restated) - ----------------------------------------------------------------------------------------------------------------------------- Year Ended December 25, 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- Cash provided by (used for) operations: Net income ........................................................ $21,280 $ 33,573 $ 32,544 Adjustments to reconcile net income to cash provided by operations: Depreciation and amortization ..................... 20,595 17,800 16,930 Deferred income taxes ............................. (1,630) 2,995 2,616 Loss/(gain) on sale of assets ..................... 636 (2,833) 22 Other ............................................. 312 1,707 2,018 Changes in operational assets and liabilities, net of acquisitions: Receivables, net .................................. (3,600) (5,647) (5,986) Inventories ....................................... 6,781 (1,359) (9,395) Other assets ...................................... (6,519) (10,272) (6,800) Accounts payable, taxes and other liabilities ............................... (1,834) 11,146 3,661 - ----------------------------------------------------------------------------------------------------------------------------- Cash provided by operations ....................... 36,021 47,110 35,610 - ----------------------------------------------------------------------------------------------------------------------------- Cash provided by (used for) investment activities: Capital expenditures .............................................. (28,046) (35,961) (33,481) Proceeds on sale of assets ........................................ 419 7,307 436 Payments for acquisitions ......................................... -- (1,264) (4,154) - ----------------------------------------------------------------------------------------------------------------------------- Cash used for investment activities ............... (27,627) (29,918) (37,199) - ----------------------------------------------------------------------------------------------------------------------------- Cash provided by (used for) financing activities: Proceeds from issuance of common stock, net ....................... 248 429 681 Change in notes payable, net ...................................... (8,487) (19,624) (1,655) Proceeds from issuance of long-term debt .......................... -- 7,775 1,852 Repayments of long-term debt ...................................... (1,630) (2) (3) - ----------------------------------------------------------------------------------------------------------------------------- Cash provided by (used for) financing activities .. (9,869) (11,422) 875 - ----------------------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash ................................... (259) 944 742 - ----------------------------------------------------------------------------------------------------------------------------- Increases (decreases) in cash and cash equivalents ........................ (1,734) 6,714 28 Balance at beginning of period ............................................ 11,072 4,358 4,330 - ----------------------------------------------------------------------------------------------------------------------------- Balance at end of period .................................................. $ 9,338 $ 11,072 $ 4,358 ============================================================================================================================= See the accompanying notes to the Consolidated Financial Statements BUSH BOAKE ALLEN INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION AND PREPARATION OF FINANCIAL STATEMENTS The consolidated financial statements present the operating results and the financial position of BBA and all of its subsidiaries. All significant intercompany transactions are eliminated. In accordance with generally accepted accounting principles, the preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the reported amounts of revenues and expenses during the reporting period. RESTATEMENT FOR CHANGE IN ACCOUNTING Effective December 26, 1999, BBA changed its method of determining the cost of its United States aroma chemicals inventory from a last-in, first-out (LIFO) method to a first-in, first-out (FIFO) method. The change was made because BBA has begun to realize and expects to continue to experience operating efficiencies as a result of process improvements from several capital investment initiatives at its United States aroma chemicals facility. BBA believes that the FIFO method is preferable to the LIFO method as the change conforms the inventories of all operations to the same methodology, inventories are reflected in BBA's balance sheet at their most recent value, the FIFO or average cost methods are the predominant method used in BBA's industry and the FIFO method also results in a better matching of revenues and expenses. This change in accounting method has been applied retroactively and financial information for all periods presented has been restated to apply the FIFO cost method. As a result of the change, net income was decreased by $2.7 million (approximately $.14 per share diluted) in fiscal 1999 and $119,000 (approximately $.01 per share diluted) in fiscal 1998 and net income was increased by $1.6 million (approximately $.08 per share diluted) in fiscal 1997. As a result of the retroactive application of the new method, retained earnings were increased by $3.1 million as of December 25, 1996. CASH AND CASH EQUIVALENTS Cash and cash equivalents include all highly liquid investment instruments with an original maturity of three months or less. INVENTORIES Inventories are stated at the lower of cost or market and include the cost of materials, labor and manufacturing overhead. Finished goods, work in process, raw materials and supplies are valued at first in, first out (FIFO) or average costs. PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION Property, plant and equipment is recorded at cost, less accumulated depreciation. BBA reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. Upon sale or retirement, the asset value and related depreciation are removed from the balance sheet and the resulting gain or loss is included in income. The straight-line method is used with factory equipment depreciated over 10 to 15 years and buildings over 33 to 40 years. GOODWILL The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill and is generally amortized on a straight-line basis over appropriate periods not to exceed 40 years. BBA reviews the goodwill recoverability period on a regular basis. RESEARCH AND DEVELOPMENT COSTS Research and development expenditures are expensed as incurred. CAPITALIZED INTEREST Interest is capitalized on major capital expenditures during the period of construction. ENVIRONMENTAL LIABILITIES Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The timing of these accruals generally coincides with the completion of a feasibility study or BBA's commitment to a formal plan of action. INCOME TAXES Deferred taxes represent liabilities to be paid or assets to be received in the future and tax rate changes would immediately affect those liabilities or assets. Deferred income taxes are recorded using enacted tax rates in effect for the year temporary differences are expected to reverse. Federal and state income taxes are not accrued on the cumulative undistributed earnings of foreign subsidiaries because the earnings have been reinvested in the businesses of those companies. FOREIGN CURRENCY The assets and liabilities of BBA's foreign subsidiaries and affiliates are translated into U.S. dollars at year-end exchange rates, while income and expense accounts are translated at average annual rates. Gains and losses resulting from foreign currency translation are reflected in a separate component of Stockholders' Equity entitled Accumulated Other Comprehensive Income (Loss). The primary factor used to determine the functional currency of BBA's foreign subsidiaries is the local currency cash flows resulting from manufacturing, sales and financing activities. The U.S. dollar is the functional currency for subsidiaries with material activities in hyperinflationary economies. BBA hedges foreign currency transactions by entering into forward foreign exchange contracts. Gains and losses associated with currency rate changes on forward contracts hedging foreign currency transactions are recorded to other income/expense as incurred. These gains and losses are matched with the offsetting exchange gains and losses recorded for exchange rate fluctuations on the underlying assets and liabilities. REVENUE RECOGNITION Revenues are recognized upon the passage of title, which is generally at the time of shipment. EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares outstanding during the period. Diluted earnings per share is based on the weighted average number of shares outstanding adjusted for any common stock equivalents. STOCK-BASED COMPENSATION BBA accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Under APB No. 25, compensation cost is measured as the excess, if any, of the quoted market price of BBA's stock at the date of grant over the exercise price of the option granted. Compensation cost for stock options, if any, is recognized ratably over the vesting period. BBA's policy is to grant options with an exercise price equal to the quoted market price of BBA's stock on the grant date. Accordingly, no compensation cost has been recognized for its stock option plan. OTHER COMPREHENSIVE INCOME The components of Other Comprehensive Income consist entirely of the Foreign Currency Translation Adjustments as reported in the Consolidated Statements of Comprehensive Income for the years ended December 25, 1999, 1998 and 1997 and as disclosed in Note 6 to the Consolidated Financial Statements. 2. RELATED PARTY TRANSACTIONS On April 30, 1999, our former parent company, Union Camp Corporation merged with and into International Paper Company ("International Paper"). International Paper became the majority stockholder of BBA and owns 13,150,000 shares of BBA common stock. BBA enters into various operating transactions with International Paper and its subsidiaries. These transactions include trade purchases of raw materials to be used in certain of BBA's manufacturing processes. The net trade purchases from International Paper for 1999, 1998 and 1997 were $1.8 million, $1.7 million and $1.8 million, respectively. BBA and International Paper have a Supply Agreement relating to the terms and conditions pursuant to which BBA purchases, at approximate fair market value, turpentine from International Paper as well as turpentine procured by International Paper from other sources for sale to BBA. BBA has a Service Agreement with International Paper under which International Paper provides BBA with certain administrative services, including environmental, tax, risk management, legal, accounting, certain treasury activities, employee benefit administration, human resource administration, safety and health administration, transportation logistics, corporate communications and research and development activities. International Paper or BBA may terminate any or all of the services covered by the Services Agreement upon ninety days prior written notice. Research and development services were cancelled in 1998 by mutual agreement. The rates charged by International Paper to BBA are intended to approximate the fair value of the services provided to BBA. The total charges approximated $400,000, $2.9 million and $4.0 million in 1999, 1998 and 1997, respectively. At December 25, 1999 and 1998, the net payable to International Paper was approximately $300,000 and $700,000, respectively, which is payable on demand. 3. SUPPLEMENTAL INFORMATION STATEMENTS OF INCOME Total interest costs incurred and amounts capitalized for each of the years ended December 25 were: 1999 1998 1997 -------------------------------------- ($ in thousands) Total interest .................... $ 2,702 $ 3,878 $ 3,599 Interest capitalized .............. (380) (552) (524) -------------------------------------- Net interest expense .............. $ 2,322 $ 3,326 $ 3,075 ====================================== Total other (income) expense, net includes loss from foreign exchange of $900,000 in 1999, $3.5 million in 1998 and $2.0 million in 1997. BALANCE SHEETS As of December 25, ----------------------- 1999 1998 ----------------------- ($ in thousands) Receivables, net Trade ........................................ $86,533 $84,550 Other ........................................ 9,166 10,304 ----------------------- 95,699 94,854 Less allowance for doubtful accounts ......... 2,329 1,745 ----------------------- Total ...................................... $93,370 $93,109 ======================= There were no significant uncollectible accounts written off during 1999, 1998 or 1997 that were not previously reserved. (Restated) As of December 25, ----------------------------- 1999 1998 ----------------------------- ($ in thousands) Inventories Finished goods ..................... $ 36,484 $ 42,198 Raw materials ...................... 49,498 45,486 Work in process .................... 11,530 18,983 Supplies ........................... 2,862 3,303 ----------------------------- Total ........................... $ 100,374 $109,970 ============================= As of December 25, --------------------------- 1999 1998 --------------------------- ($ in thousands) Other current assets Prepayments .......................... $ 3,861 $ 3,332 Other ................................ 7,394 6,893 --------------------------- Total ............................. $11,255 $10,225 =========================== As of December 25, --------------------------- 1999 1998 --------------------------- ($ in thousands) Property, plant and equipment Land .................................... $ 4,495 $ 3,758 Buildings and improvements .............. 68,016 61,916 Machinery and equipment ................. 260,971 234,599 Construction in progress ................ 12,853 28,169 --------------------------- 346,335 328,442 Less accumulated depreciation ........... 151,336 137,513 --------------------------- Property, plant and equipment, net ......... $194,999 $190,929 =========================== As of December 25, -------------------------- 1999 1998 -------------------------- ($ in thousands) Other non-current assets Pension asset .......................... $34,354 $36,230 Intangible assets ...................... 9,132 10,361 Other .................................. 11,198 4,163 -------------------------- Total ............................... $54,684 $50,754 ========================== Included within intangible assets as of December 25, 1999 and 1998 was goodwill of $9.1 million and $10.1 million, respectively. As of December 25, ----------------------- 1999 1998 ----------------------- ($ in thousands) Accrued liabilities Payroll ...................................... $ 5,979 $ 6,887 Payable to International Paper ............... 275 664 Other ........................................ 24,994 20,205 ----------------------- Total .................................... $31,248 $27,756 ======================= Other long-term liabilities Minority interest ........................... $ 5,402 $ 4,706 Postretirement benefits ..................... 3,915 3,604 Deferred revenue ............................ 42 1,152 Other ....................................... 853 605 ----------------------- Total .................................... $10,212 $10,067 ======================= STATEMENTS OF CASH FLOWS Cash paid for income taxes was $24.0 million in 1999, $14.2 million in 1998 and $13.1 million in 1997. Cash paid for interest, net of amounts capitalized, was $2.3 million in 1999 and $3.3 million in 1998 and 1997. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments (cash, short-term investments, trade receivables and payables, long-term debt and forward foreign exchange contracts) approximate their fair values. The carrying values of cash, short-term investments and trade receivables and payables approximate fair value because of the short maturity of these instruments. The fair values of long-term debt and forward foreign exchange contracts vary with market conditions and are estimated based on current rates for similar financial instruments offered to BBA. DERIVATIVE FINANCIAL INSTRUMENTS BBA's use of derivatives is restricted to those instruments which hedge the risk associated with underlying business transactions such as existing foreign currency commitments. Derivatives are not used for trading or speculative purposes. At December 25, 1999, BBA had outstanding foreign exchange contracts valued at $59.5 million, primarily denominated in European currencies. These contracts mature in the first half of 2000. The purpose of these contracts is to neutralize foreign currency transaction risk generated by BBA's firm foreign currency business commitments. The change in value of the contracts resulting from changes in the respective foreign currency rates versus the U.S. dollar is accrued monthly and credited or charged to foreign exchange gain or loss. Foreign currency commitment exposures are evaluated on an ongoing basis and foreign contracts are adjusted as required to match cover with existing commitments. Currently, contracts are limited to currencies with established forward markets and counter-parties, which meet Moody's credit rating of A1 or better. 4. DEBT BBA had outstanding debt comprised as follows: As of December 25, ------------------ 1999 1998 ------------------ ($ in thousands) Notes payable................................ $7,585 $16,382 Current installments of long-term debt....... 1,966 925 Long-term debt............................... 8,003 10,354 BBA has revolving local bank credit facilities in numerous countries outside the United States which provide for aggregate borrowing availability, expressed in U.S. dollars, of approximately $72.0 million. In addition, BBA has available an $18.0 million, three year committed multi-option borrowing facility from a leading European bank. As of December 25, 1999, $7.6 million was outstanding and included in notes payable, compared with $16.4 million as of December 25, 1998. Commitment or facility fees are either nominal or zero. Borrowing covenants, to the extent they exist, are presently being met. Borrowings under bank agreements bear interest at local market rates, which ranged from 1.2% to 25.0% in local currencies during 1999. BBA has revolving bank credit facilities under which BBA may obtain unsecured borrowings up to $25.0 million in the United States. Any borrowings under these facilities would incur interest at the prevailing prime rate or other market rates. As of December 25, 1999 and 1998, nothing was outstanding. There are no commitment fees or borrowing covenants. BBA's $8.0 million in long-term debt, payable in 2001, has been issued in Turkey to satisfy BBA's financing needs, at an annual interest rate of 6.3%. 5. INCOME TAXES The components of income before income taxes were: (Restated) Year Ended December 25, ---------------------------- 1999 1998 1997 ---------------------------- ($ in thousands) Domestic................. $14,545 $15,411 $11,176 Foreign.................. 19,934 35,056 37,729 ---------------------------- Income before income taxes....... $34,479 $50,467 $48,905 ============================ The provision for income taxes is comprised of the following: (Restated) Year Ended December 25, ---------------------------- 1999 1998 1997 ---------------------------- ($ in thousands) Current Federal............... $ 5,553 $ 5,444 $ 1,843 State and local....... 1,027 366 332 Foreign............... 8,249 8,089 11,570 ---------------------------- $14,829 $13,899 $13,745 ---------------------------- Deferred Federal............... $(1,411) $ 174 $ 2,005 State and local....... (60) (26) 5 Foreign............... (159) 2,847 606 ---------------------------- (1,630) 2,995 2,616 ---------------------------- Total.............. $ 13,199 $16,894 $16,361 ============================ The significant components of the cumulative deferred tax liability are as follows: (Restated) As of December 25, --------------------- 1999 1998 --------------------- ($ in thousands) Deferred federal taxes Depreciation....... $ 7,146 $ 6,634 Other.............. (2,947) (820) Deferred foreign taxes Pensions........... 10,235 10,391 Other.............. 10,360 12,276 --------------------- Total...... $24,794 $28,481 ===================== A detailed analysis of the effective tax rate is as follows: Year Ended December 25, ---------------------------- 1999 1998 1997 ---------------------------- Statutory federal tax rate... 35.0% 35.0% 35.0% State taxes (net of federal tax impact)............... 1.6 0.4 0.5 Foreign income taxes......... 2.2 (2.3) (2.8) Other........................ (0.5) 0.4 0.8 ---------------------------- Effective rate............... 38.3% 33.5% 33.5% ============================ Federal and state income taxes are not accrued on the cumulative undistributed earnings of foreign subsidiaries because the earnings have been reinvested in the business of those companies. As of December 25, 1999, the total of all such undistributed earnings amounts to $125.8 million. 6. STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------------------------------- Additional Accumulated Other Total (Restated) Common Stock Paid-In Retained Comprehensive Stockholders' Shares Amounts Capital Earnings Income (Loss) Equity - ------------------------------------------------------------------------------------------------------------------------- ($ in thousands) Balance, December 25, 1996 ............. 19,222 $ 19,222 $ 167,400 $ 82,192 $ (2,590) $ 266,224 ------------------------------------------------------------------------------- Net income ........................... -- -- -- 32,544 -- 32,544 Issuance of stock for options ........ 37 37 644 -- -- 681 Foreign currency translation ......... -- -- -- -- (6,403) (6,403) ------------------------------------------------------------------------------- Balance, December 25, 1997 ............. 19,259 19,259 168,044 114,736 (8,993) 293,046 ------------------------------------------------------------------------------- Net income ........................... -- -- -- 33,573 -- 33,573 Issuance of stock for options ........ 26 26 403 -- -- 429 Foreign currency translation ......... -- -- -- -- (1,992) (1,992) ------------------------------------------------------------------------------- Balance, December 25, 1998 ............. 19,285 19,285 168,447 148,309 (10,985) 325,056 Net income ........................... -- -- -- 21,280 -- 21,280 Issuance of stock for options ........ 15 15 233 -- -- 248 Foreign currency translation ......... -- -- -- -- (8,015) (8,015) ------------------------------------------------------------------------------- Balance, December 25, 1999 ............. 19,300 $ 19,300 $ 168,680 $ 169,589 $ (19,000) $ 338,569 - ------------------------------------------------------------------------------------------------------------------------- The authorized capital stock of BBA at December 1999, 1998 and 1997 consisted of 50,000,000 shares of common stock, $1.00 par value, and 5,000,000 shares of authorized but unissued preferred stock, $1.00 par value. 7. PENSIONS AND OTHER POSTRETIREMENT BENEFITS BBA and certain foreign subsidiaries have noncontributory defined benefit pension plans covering substantially all of their employees. Benefits are based on years of service and, for salaried employees, final average earnings. BBA funds its plans annually based upon a consistently applied formula which amortizes the unfunded liability adjusted for actuarial gains or losses. Assets of the plans are primarily fixed income instruments and publicly traded stocks. BBA also has a contributory postretirement health care plan covering primarily its U.S. salaried employees. Employees become eligible for these benefits when they meet minimum age and service requirements. BBA funds its plan on a "pay-as-you-go" basis, in an amount equal to the retirees' medical claims paid. The following tables set forth pension and postretirement obligations and plan assets as of December 25: ($ in thousands) Pension Benefits Domestic Foreign Domestic Foreign Postretirement Benefits -------------------------------------- ----------------------- 1999 1998 1999 1998 -------------------------------------- ----------------------- Change in benefit obligation: Benefit obligation at beginning of year.............. $29,967 $176,276 $25,570 $150,985 $ 3,427 $ 3,580 Service cost......................................... 1,860 4,663 1,584 4,053 271 297 Interest cost........................................ 2,468 10,915 1,773 10,469 205 209 Participant contributions............................ -- -- -- 47 7 7 Exchange rate changes................................ -- (7,748) -- 1,466 -- -- Plan amendments...................................... 1,912 -- -- -- (1,681) -- Benefits paid........................................ (621) (6,829) (611) (5,923) (103) (103) Actuarial (gain) loss................................ 1,958 2,463 1,651 15,179 39 (563) ------------------------------------- ----------------------- Benefit obligation at end of year.................... $37,544 $179,740 $29,967 $176,276 $ 2,165 $ 3,427 ===================================== ======================= Change in plan assets: Fair value of plan assets at beginning of year....... $24,667 $161,600 $22,539 $167,018 -- -- Actual return on plan assets......................... 4,856 29,288 2,760 (3,462) -- -- Employer contributions............................... 32 3,114 34 2,486 $ 100 $ 100 Participant contributions............................ -- -- -- 47 7 7 Benefits paid........................................ (621) (6,829) (611) ( 5,923) (103) (103) Administrative expenses.............................. -- -- (55) -- (4) (4) Exchange rate changes................................ -- (6,826) -- 1,434 -- -- ------------------------------------- ----------------------- Fair value of plan assets at end of year............. $28,934 $180,347 $24,667 $161,600 -- -- ===================================== ======================= Reconciliation of funded status: Funded status as of December 25...................... $(8,610) $ 607 $(5,301) $(14,676) $(2,165) $(3,427) Unrecognized actuarial (gain) loss................... 515 35,098 1,624 52,874 (227) (277) Unrecognized prior service cost...................... 2,039 (1,205) 92 (1,317) (1,623) -- Unrecognized transition (asset) obligation........... (93) (146) (192) (651) -- -- ------------------------------------- ----------------------- Net (liability) asset recognized on Balance Sheet.... $(6,149) $ 34,354 $(3,777) $ 36,230 $(4,015) $(3,704) ===================================== ======================= Amounts recognized in the statement of financial position consist of: Prepaid benefit cost................................. -- $ 35,212 -- $ 36,839 -- -- Accrued benefit (liability).......................... $(6,149) (858) $(3,777) (609) $(4,015) $(3,704) ------------------------------------- ----------------------- Net amount recognized at end of year................. $(6,149) $ 34,354 $(3,777) $ 36,230 $(4,015) $(3,704) ===================================== ======================= Additional year-end information for pension plans with accumulated benefit obligations in excess of plan assets: Projected benefit obligation......................... $6,925 $3,097 $29,967 $176,276 -- -- Accumulated benefit obligation....................... 4,686 2,189 22,810 164,133 -- -- Fair value of plan assets............................ 1,300 1,345 24,667 161,600 -- -- Weighted-average assumptions as of December 25: Discount rate........................................ 7.75% 6.5% 6.75% 6.5% 7.75% 6.75% Expected return on plan assets....................... 10.0% 9.5% 9.5% 10.0% N/A N/A Rate of compensation increase........................ 5.0% 4.0% 4.75% 6.0% N/A N/A Components of net periodic benefit cost: ($ in thousands) Pension Benefits Postretirement Benefits --------------------------- -------------------------------- 1999 1998 1997 1999 1998 1997 --------------------------- -------------------------------- Service cost......................................... $ 6,523 $ 5,637 $ 4,982 $271 $297 $298 Interest cost........................................ 13,383 12,241 11,802 205 209 210 Expected return on plan assets....................... (16,744) (18,623) (16,821) -- -- -- Amortization of prior service cost................... 171 (105) (116) (59) -- -- Amortization of transitional (asset) obligation...... (602) (812) (816) -- -- -- Recognized actuarial (gain) loss..................... 3,318 283 276 (3) -- -- --------------------------- -------------------------------- Net periodic (benefit) cost.......................... $ 6,049 $(1,379) $ (693) $414 $506 $508 =========================== ================================ For measurement purposes, a 7% annual rate of increase in the per capita cost of covered health care benefits for the first half of 1998 and a 5% rate for the second half were assumed. After 1998, the rate remains level at 5% thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage point change in assumed health care cost trend rates would have the following effects: One Percentage One Percentage Point Increase Point Decrease ------------------------------------ Effect on total of service and interest cost components........ $ 8,000 $ (8,000) Effect on postretirement benefit obligation.............. $ 75,000 $ (67,000) 8. Employee Stock Option Plan In February 1994, BBA adopted the BBA Stock Option and Stock Award Plan (the "Plan"). The Plan provides for the grant of options or awards to officers and key employees of BBA and its subsidiaries at prices not less than 100% of the fair market value at the date of grant. Such options and awards generally become exercisable two or three years after the date of grant and expire ten years from that date. The Plan initially made available up to 750,000 shares of Common Stock, increased on May 1 of each year from May 1, 1995 to May 1, 2003, inclusive, by one percent of the number of shares of Common Stock outstanding on the immediately preceding April 30 (the "Annual Increment"). Under the Plan, 150,000 shares plus 20% of the Annual Increment may be awarded as restricted stock and no more than 1,000,000 shares in the aggregate may be awarded as incentive stock options. Recipients of restricted stock are entitled to receive cash dividends, if any, and to vote their respective shares. Certain restrictions will limit the sale or transfer of these shares during the specified restriction period. Concurrent with the IPO, BBA granted options to purchase approximately 500,000 shares of Common Stock to officers and key employees of BBA which became exercisable at a rate of 20% per year. At the end of 1999, 470,539 shares were available for future grants under the 1994 plan. The options outstanding at December 25, 1999 do not have stock appreciation rights attached. In February 1998, BBA adopted the BBA Directors' Stock Option Plan (the "Directors' Plan"). The Directors' Plan provides for the grant of immediately vested options to Directors who are not employees of BBA or International Paper at prices not less than 100% of the fair market value at the date of grant. The Directors' Plan makes available up to 100,000 shares of common stock. Initial grants under the Directors' Plan in 1998 totaled 3,510 options, and 2,010 options were granted in 1999 leaving 94,480 shares available for future grants. BBA has adopted the disclosure provisions of SFAS No. 123. Accordingly, no compensation cost has been recognized for the stock option plan. Had compensation cost for BBA's stock option plan been determined based on the fair value at the grant date for awards in 1999, 1998 and 1997 consistent with the provisions of SFAS No. 123, total compensation cost recognized in income for stock-based compensation would have been $616,000 in 1999, $520,000 in 1998 and $497,000 in 1997 on a pro forma basis. Also, if SFAS No. 123 had been adopted, pro forma net income and earnings per share would have been $21.6 million or $1.12 per share basic and diluted in 1999, $32.8 million or $1.70 per share basic and $1.69 per share diluted in 1998 and $30.4 million or $1.58 per share basic and $1.57 per share diluted in 1997. On April 30, 1999, all then outstanding options became vested and exercisable due to the change in control occasioned by the merger of Union Camp and International Paper. The following table summarizes activity in BBA's stock option plan during 1999, 1998 and 1997: 1999 1998 1997 ------------------------------------------------------------- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price ------------------------------------------------------------- Options outstanding at beginning of year .................. 949,126 $23.98 739,627 $22.21 563,520 $19.28 Granted ................................ 251,910 $29.94 254,250 $28.72 230,520 $28.75 Exercised .............................. (14,717) $16.87 (26,017) $16.49 (36,600) $18.60 Forfeited .............................. (23,516) $29.31 (18,734) $28.95 (17,813) $20.81 -------------------------------------------------------------- Options outstanding at end of year ....................... 1,162,803 $25.25 949,126 $23.98 739,627 $22.21 -------------------------------------------------------------- Options exercisable at end of year ....................... 917,213 $24.00 397,536 $19.93 317,227 $20.29 ============================================================== For options outstanding as of the end of 1999, the range of exercise prices was $16.00 to $32.25 per share and the weighted average remaining contractual life was 6.3 years. The weighted average fair value on the date of grant was $11.03 for options granted in 1999, $10.11 for options granted in 1998 and $11.11 for options granted in 1997. Fair value was determined through the use of the Black-Scholes options pricing formula. For options granted in 1999, the risk-free interest rate was 5.5%, the expected life was 6 years, the expected volatility was 24% and the expected dividend yield was zero, all calculated on a weighted average basis. For options granted in 1998, the risk-free interest rate was 5.5%, the expected life was 6 years, the expected volatility was 21% and the expected dividend yield was zero, all calculated on a weighted average basis. For options granted in 1997, the risk-free interest rate was 6.7%, the expected life was 6 years, the expected volatility was 22% and the expected dividend yield was zero, all calculated on a weight average basis. 9. SUPPLEMENTAL EARNINGS PER SHARE INFORMATION ($ in thousands, except per share) (Restated) For the Year Ended December 25, 1999 1998 1997 ----------------------------------- --------------------------------- ------------------------------ Income . Shares Per Share Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------------------------------- --------------------------------- ------------------------------ Net Income ................ $21,280 $33,573 $32,544 BASIC EPS Income available to common shareholders.... $21,280 19,295,286 $1.10 $33,573 19,279,028 $1.74 $32,544 19,237,909 $1.69 ===== ===== ===== Effect of Dilutive Securities Stock Options.. $ -- 96,796 $ -- 126,541 $ -- 180,368 ---------------------------------------------------------------------------------------------------- DILUTED EPS Income available to common shareholders + assumed conversions... $21,280 19,392,082 $1.10 $33,573 19,405,569 $1.73 $32,544 19,418,277 $1.68 ==================================================================================================== In 1999, 1998 and 1997 there were 772,961, 67,550 and 73,327 potential common shares, respectively, excluded from the computation of diluted earnings per share because the effect would have been antidilutive. 10. COMMITMENTS AND CONTINGENT LIABILITIES BBA is involved in various legal proceedings arising in the ordinary course of business. Based upon the information presently available and BBA's evaluation of the proceedings pending, management believes that the determination of any such proceedings or all of them combined will not have a material adverse effect on BBA's business or financial position or results of operations. 11. SEGMENT AND GEOGRAPHIC INFORMATION BBA evaluates performance based on operating earnings of the respective business units. Total revenue and operating profit by business segment and geographic region include both sales to customers, as reported in BBA's consolidated income statement, and intersegment sales, which are accounted for at prices charged to customers and eliminated in consolidation. Operating profit by business segment is total revenue less operating expenses. In computing operating profit by business segment, none of the following items has been added or deducted: other income, interest expense or income taxes. The amount of the elimination of intersegment profit on any product that remains in inventory at the end of the period is determined by changes in quantities of inventory and changes in the margins of profit. Identifiable assets by business segment and geographic region are those assets used in company operations in each segment and geographic region. Corporate assets principally include property and investments in unconsolidated affiliates. Capital expenditures are reported exclusive of acquisitions. The following chart sets forth operating results and other financial data for the principal business segments of BBA for the years ended December 25, 1999, 1998 and 1997. Segment Information BBA's business is organized into two operating segments: flavor and fragrance and aroma chemicals. BBA's flavor and fragrance products impart a desired taste or smell to a broad range of consumer products. BBA manufactures its flavors and fragrance products at 20 compounding facilities in 14 countries and maintains sales offices in 38 countries. BBA's aroma chemicals are primarily used as raw materials in fragrance compounds. BBA manufactures its aroma chemicals products primarily at its Jacksonville, Florida and its Widnes, United Kingdom plants. Corporate Flavor & Aroma Items and Fragrance Chemicals Unallocated Consolidated (Restated) - --------------------------------------------------------------------------------------------------------------- 1999 ($ in thousands) Net sales to customers ........................ $ 406,018 $ 93,019 -- $ 499,037 Intersegment sales ............................ -- 25,101 $ (25,101) -- ---------------------------------------------------------- Total net sales ............................... 406,018 118,120 (25,101) 499,037 Operating profit .............................. 47,061 12,239 (18,151) 41,149 Identifiable assets ........................... 322,810 126,737 14,473 464,020 Depreciation .................................. 10,834 7,768 342 18,944 Capital expenditures .......................... 16,353 10,631 1,062 28,046 1998 Net sales to customers ........................ $ 384,200 $ 101,174 -- $ 485,374 Intersegment sales ............................ -- 21,274 $ (21,274) -- ---------------------------------------------------------- Total net sales ............................... 384,200 122,448 (21,274) 485,374 Operating profit .............................. 50,151 23,618 (17,124) 56,645 Identifiable assets ........................... 304,984 153,150 7,925 466,059 Depreciation .................................. 9,376 6,945 310 16,631 Capital expenditures .......................... 21,008 13,991 962 35,961 1997 Net sales to customers ...................... $388,690 $101,895 -- $490,585 Intersegment sales .......................... -- 25,373 $(25,373) -- ----------------------------------------------------------- Total net sales ............................. 388,690 127,268 (25,373) 490,585 Operating profit ............................ 50,547 23,871 (19,076) 55,342 Identifiable assets ......................... 283,320 140,314 8,358 431,992 Depreciation ................................ 8,500 6,533 332 15,365 Capital expenditures ........................ 20,716 12,023 742 33,481 - ---------------------------------------------------------------------------------------------------------------- OPERATIONS BY GEOGRAPHIC AREAS BBA has operations in 38 countries in North and South America, Europe, Asia, Australia, the Middle East and Africa. BBA's flavor and fragrance business is separately managed in four geographic regions: Americas, Europe, Asia Pacific and International. The aroma chemicals business is managed globally from Jacksonville, Florida and Widnes, United Kingdom. The operations of the Americas region outside of the United States for the purpose of this table are included as a component of "Other". Corporate Asia Items and U.S.A. Europe Pacific Other Unallocated Consolidated - --------------------------------------------------------------------------------------------------- ($ in thousands) 1999 Net sales to customers ... $166,345 $156,345 $ 88,293 $ 88,054 -- $499,037 Sales between areas ...... 26,155 28,730 123 673 $(55,681) -- ------------------------------------------------------------------ Total net sales .......... 192,500 185,075 88,416 88,727 (55,681) 499,037 Long-lived assets ........ 61,798 81,768 29,426 22,007 -- 194,999 1998 Net sales to customers ... $158,995 $164,665 $78,083 $ 83,631 -- $ 485,374 Sales between areas ...... 28,721 30,960 18 542 $(60,241) -- ------------------------------------------------------------------ Total net sales .......... 187,716 195,625 78,101 84,173 (60,241) 485,374 Long-lived assets ........ 50,500 87,547 30,590 22,292 -- 190,929 1997 Net sales to customers ... $147,939 $167,751 $ 88,043 $ 86,852 -- $490,585 Sales between areas ...... 33,328 33,108 26 347 $(66,809) -- ------------------------------------------------------------------ Total net sales .......... 181,267 200,859 88,069 87,199 (66,809) 490,585 Long-lived assets ........ 41,920 86,117 31,595 17,585 -- 177,217 - ------------------------------------------------------------------------------------------------ RECONCILIATION OF REPORTABLE SEGMENT SALES, INCOME BEFORE INCOME TAXES AND ASSETS: (Restated) 1999 1998 1997 ------------------------------------- ($ in thousands) NET SALES Total net sales for reportable segments ...... $ 524,138 $ 506,648 $ 515,958 Elimination of intersegment sales ............ (25,101) (21,274) (25,373) ------------------------------------ Total consolidated net sales ........... $ 499,037 $ 485,374 $ 490,585 ------------------------------------ INCOME BEFORE INCOME TAXES Total operating profit for reportable segments $ 59,300 $ 73,769 $ 74,418 Elimination of intersegment profits .......... (4,470) (3,990) (4,260) Unallocated amounts: Corporate administration expenses ......... (13,681) (13,134) (14,816) Interest expense .......................... (2,322) (3,326) (3,075) Other income (expense) .................... (4,348) (2,852) (3,362) ------------------------------------ Total consolidated income before income taxes ................................ $ 34,479 $ 50,467 $ 48,905 ------------------------------------ ASSETS Total assets for reportable segments ......... $ 449,547 $ 458,134 $ 423,634 Unallocated corporate assets ................. 14,473 7,925 8,358 ------------------------------------ Total consolidated assets .............. $ 464,020 $ 466,059 $ 431,992 ------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS - ----------------------------------------------------------------------------- TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF BUSH BOAKE ALLEN INC. In our opinion, the accompanying restated consolidated balance sheets and the related restated consolidated statements of income, comprehensive income and of cash flows present fairly, in all material respects, the financial position of Bush Boake Allen Inc. and its subsidiaries at December 25, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 25, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of BBA's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Note 1 to the financial statements, the accompanying financial statements have been restated to reflect BBA's fiscal 2000 change in accounting for certain inventories to the first-in first-out method from the last-in first-out method of accounting. PRICEWATERHOUSECOOPERS LLP Florham Park, New Jersey January 28, 2000, except as it relates to the change in accounting for certain inventories described in Note 1, which is as of January 17, 2001 BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ($ in thousands, except per share) (unaudited) QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 25, SEPTEMBER 25, ------------- ------------- 2000 1999 2000 1999 ---- ---- ---- ---- (restated) (restated) Net Sales $121,648 $122,148 $362,554 $370,741 Costs and other charges: Cost of goods sold 78,018 80,472 232,506 249,167 Selling and administrative expenses 22,519 23,756 71,384 72,222 Research and development expenses 6,769 6,585 20,760 18,867 -------- ---------- ---------- ---------- Income from operations 14,342 11,335 37,904 30,485 ------ ------ ------ ------ Interest expense 433 547 1,434 1,634 Other (income) expense, net (1,380) 833 (113) 3,285 ---------- ---------- ---------- ---------- Income before income taxes 15,289 9,955 36,583 25,566 ---------- ---------- ---------- ---------- Income taxes 5,088 3,664 13,180 9,488 ---------- ---------- ---------- ---------- Net Income $10,201 $6,291 $23,403 $16,078 ======= ====== ======= ======= Net income per share: - Basic $0.53 $0.33 $1.21 $0.83 ===== ===== ===== ===== - Diluted $0.53 $0.32 $1.20 $0.83 ===== ===== ===== ===== Weighted average number of shares outstanding: - Basic 19,341,508 19,297,469 19,322,738 19,293,875 ========== ========== ========== ========== - Diluted 19,708,599 19,388,582 19,534,994 19,396,729 ========== ========== ========== ========== See accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ($ in thousands) SEPTEMBER 25, DECEMBER 25, 2000 1999 ---- ---- (unaudited) (restated) ASSETS Cash and cash equivalents $35,136 $9,338 Receivables, net 89,579 93,370 Inventories 103,330 100,374 Other 8,642 11,255 --------------- ----------- Total current assets 236,687 214,337 --------------- ----------- Property, plant and equipment, net 177,848 194,999 Other assets 52,824 54,684 --------------- ----------- Total Assets $467,359 $464,020 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable and current maturities $7,164 $9,551 Accounts payable 38,870 37,689 Accrued liabilities 33,634 31,248 Income and other taxes 114 3,954 --------------- ----------- Total current liabilities 79,782 82,442 Long-term debt 8,999 8,003 Deferred income taxes 23,035 24,794 Other long-term liabilities 11,195 10,212 Stockholders' equity: Common stock - (Shares outstanding: 2000: 19,351,063 and 1999: 19,299,534) 19,351 19,300 Additional paid-in capital 170,000 168,680 Retained earnings 192,992 169,589 Accumulated other comprehensive income/(loss) (37,995) (19,000) --------------- ----------- Total stockholders' equity 344,348 338,569 --------------- ----------- Total Liabilities and Stockholders' Equity $467,359 $464,020 ======== ======== See accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) (unaudited) NINE MONTHS ENDED SEPTEMBER 25, ------------- 2000 1999 ---- ---- (restated) Cash provided by (used for) operations: Net income $23,403 $16,078 Adjustments to reconcile net income to cash provided by operations: Depreciation and amortization 15,665 14,834 Deferred income taxes 709 (1,643) Loss/(gain) on sale of assets (1,913) 524 Other 1,529 138 Changes in operational assets and liabilities: Receivables, net (1,446) (5,519) Inventories (8,292) 2,313 Other assets (2,377) (6,843) Accounts payable, taxes and other liabilities 6,063 1,978 ------- ------- Cash provided by operations 33,341 21,860 ------ ------ Cash provided by (used for) investment activities: Capital expenditures (9,305) (22,310) Other 2,004 208 ------- ------- Cash used for investment activities (7,301) (22,102) ------- ------- Cash provided by (used for) financing activities: Proceeds from issuance of common stock, net 1,244 248 Change in notes payable, net (2,245) (6,692) Proceeds from issuance of long-term debt 3,203 -- Repayments of long-term debt (1,803) (981) ------- ------- Cash provided by (used for) financing activities 399 (7,425) ------- ------- Effect of exchange rate changes on cash (641) 230 ------- ------- Increase (decrease) in cash and cash equivalents 25,798 (7,437) Balance at beginning of period 9,338 11,072 ------- ------- Balance at end of period $35,136 $3,635 ======= ====== See accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ($ in thousands) (unaudited) QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 25, SEPTEMBER 25, ------------- ------------- 2000 1999 2000 1999 ---- ---- ---- ---- (restated) (restated) Net Income $10,201 $6,291 $23,403 $16,078 Other comprehensive income/(loss), net of tax: Foreign currency translation adjustments (6,860) 5,424 (18,995) (6,456) --------- ---------- --------- --------- Total other comprehensive income/(loss) (6,860) 5,424 (18,995) (6,456) --------- ---------- --------- --------- Comprehensive Income/(Loss) $3,341 $11,715 $4,408 $9,622 ====== ======= ====== ====== See accompanying notes to the Consolidated Financial Statements. BUSH BOAKE ALLEN INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Pending Sale of Business As announced in a joint press release between International Flavors & Fragrances Inc. (IFF) and Bush Boake Allen Inc. (BBA), dated September 25, 2000, the Boards of Directors of both companies have approved a definitive merger agreement, under which IFF will acquire all the outstanding shares of BBA for $48.50 per share in cash. IFF anticipates completing this transaction in the fourth quarter of 2000. The waiting period under the Hart-Scott-Rodino Antitrust Act has expired and the tender offer is scheduled to expire at 12:00 Midnight on November 3, 2000, unless extended. Note 2. Interim Reporting The information furnished in this report is unaudited but includes all adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods reported. The adjustments made were of a normal recurring nature. Results for the interim periods are not necessarily indicative of results for the full period or for any other interim period. Note 3. Change in Accounting Effective December 26, 1999, BBA changed its method of determining the cost of its United States aroma chemicals inventory from a last-in, first-out (LIFO) method to a first-in, first-out (FIFO) method. The change was made because BBA has begun to realize and expects to continue to experience operating efficiencies as a result of process improvements from several capital investment initiatives at its United States aroma chemicals facility. BBA believes that the FIFO method is preferable to the LIFO method as the change conforms the inventories of all operations to the same methodology, inventories are reflected in BBA's balance sheet at their most recent value, the FIFO or average cost methods are the predominant method used in BBA's industry and the FIFO method also results in a better matching of revenues and expenses. This change in accounting method has been applied retroactively and financial information for all periods presented has been restated to apply the FIFO cost method. As a result of the change, net income was decreased by $500,000 (approximately $.03 per share diluted) in the third quarter of 1999 and $1.0 million (approximately $.05 per share diluted) in the nine months ended September 25, 1999. As a result of the retroactive application of the new method, retained earnings were increased by $1.8 million and inventories were increased by $3.0 million as of December 25, 1999. The effect of the accounting change on the third quarter and the nine months ended September 25, 2000 was not material. Note 4. Inventories (Restated) September 25, 2000 December 25, 1999 ------------------ ----------------- ($ in thousands) Finished goods $35,766 $36,484 Raw materials 48,832 49,498 Work in process 15,386 11,530 Supplies 3,346 2,862 -------- -------- Total $103,330 $100,374 ======== ======== Note 5. Stockholders' Equity (in thousands) ADDITIONAL ACCUMULATED OTHER TOTAL COMMON STOCK PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS' SHARES AMOUNTS CAPITAL EARNINGS INCOME (LOSS) EQUITY ------ ------- ------- -------- ------------- ------ Restated Balance December 25, 1999 19,300 $19,300 $168,680 $169,589 $(19,000) $338,569 Net Income 23,403 23,403 Issuance of Stock for Options 51 51 1,320 1,371 Foreign Currency Translation (18,995) (18,995) ------ ------- -------- -------- -------- -------- Balance September 25, 2000 19,351 $19,351 $170,000 $192,992 $(37,995) $344,348 ====== ======= ======== ======== ======== ======== Note 6. Other Comprehensive Income The components of Other Comprehensive Income consist entirely of the Foreign Currency Translation Adjustments as reported in the Consolidated Statement of Comprehensive Income for the periods ending September 25, 2000 and 1999, and as reported in the Consolidated Balance Sheets as of September 25, 2000 and December 25, 1999. Bush Boake Allen Inc. does not provide any Federal or State deferred income taxes on the cumulative undistributed earnings of foreign subsidiaries including cumulative translation adjustments with respect to such foreign subsidiaries, because the earnings have been reinvested in the businesses of those companies. Note 7. Other (Income) Expense, Net Other (income) expense, net for the third quarter 2000 includes a non-recurring pre-tax gain of $1.9 million related to the sale of surplus land and vacated buildings adjacent to BBA's Walthamstow, England site. This sale reduced the effective tax rate in the third quarter, reflecting the UK capital gains tax benefit on this transaction. Note 8. Segment Information The following chart sets forth sales and operating profit for the principal business segments of BBA for the quarters ended September 25, 2000 and 1999 and for the nine months ended September 25, 2000 and 1999. There has not been a material change in total assets from the amounts disclosed in the 1999 annual report, except for the restatement due to the accounting change as described in Note 3. The basis of segmentation and the measurement of segment operating profit has been consistently applied. CORPORATE FLAVOR & AROMA ITEMS AND FRAGRANCE CHEMICALS UNALLOCATED CONSOLIDATED --------- --------- ----------- ------------ ($ IN THOUSANDS) QUARTER ENDED SEPTEMBER 25, 2000 - ------------------ Net sales to customers $102,382 $19,266 -- $121,648 Intersegment sales -- 5,006 $(5,006) -- ------- ------ ------ ------- Total net sales 102,382 24,272 (5,006) 121,648 Operating profit 15,316 2,855 (3,829) 14,342 SEPTEMBER 25, 1999 (RESTATED) - ------------------ Net sales to customers $ 99,541 $22,607 -- $122,148 Intersegment sales -- 5,304 $(5,304) -- ------- ------ ------ ------- Total net sales 99,541 27,911 (5,304) 122,148 Operating profit 12,807 2,094 (3,566) 11,335 CORPORATE FLAVOR & AROMA ITEMS AND FRAGRANCE CHEMICALS UNALLOCATED CONSOLIDATED --------- --------- ----------- ------------ ($ IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 25, 2000 - ------------------ Net sales to customers $303,090 $59,464 -- $362,554 Intersegment sales -- 15,608 $(15,608) -- -------- ------- -------- -------- Total net sales 303,090 75,072 (15,608) 362,554 Operating profit 38,498 11,703 (12,297) 37,904 SEPTEMBER 25, 1999 (RESTATED) - ------------------ Net sales to customers $302,665 $68,076 -- $370,741 Intersegment sales -- 19,065 $(19,065) -- -------- ------- -------- -------- Total net sales 302,665 87,141 (19,065) 370,741 Operating profit 36,969 7,404 (13,888) 30,485 Reconciliation of reportable segment sales and income before taxes: QUARTER ENDED SEPTEMBER 25, ------------- 2000 1999 (RESTATED) ---- ---- ($ IN THOUSANDS) NET SALES - --------- Total net sales for reportable segments $126,654 $127,452 Elimination of intersegment sales (5,006) (5,304) -------- -------- Total consolidated net sales $121,648 $122,148 -------- -------- INCOME BEFORE INCOME TAXES - -------------------------- Total operating profit for reportable segments $18,171 $14,901 Elimination of intersegment profits (672) 188 Unallocated amounts: Corporate administration expenses (3,157) (3,754) Interest expense (433) (547) Other income (expense) 1,380 (833) -------- -------- Total consolidated income before income taxes $15,289 $9,955 -------- -------- NINE MONTHS ENDED SEPTEMBER 25, ------------- 2000 1999 (RESTATED) ---- ---- ($ IN THOUSANDS) NET SALES - --------- Total net sales for reportable segments $378,162 $389,806 Elimination of intersegment sales (15,608) (19,065) -------- -------- Total consolidated net sales $362,554 $370,741 -------- -------- INCOME BEFORE INCOME TAXES - -------------------------- Total operating profit for reportable segments $50,201 $44,373 Elimination of intersegment profits (2,531) (3,052) Unallocated amounts: Corporate administration expenses (9,766) (10,836) Interest expense (1,434) (1,634) Other income (expense) 113 (3,285) -------- -------- Total consolidated income before income taxes $36,583 $25,566 ======== ======= (b) Pro forma financial information. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial statements illustrate the effect of the Offer as if it had been consummated on September 30, 2000 for the Unaudited Pro Forma Consolidated Balance Sheet. The Unaudited Pro Forma Combined Income Statements for the year ended December 31, 1999 and for the first nine months of 2000 assume the merger was effected as of the beginning of the period presented. The pro forma adjustments do not reflect any operating efficiencies and cost savings that may be achieved with respect to the acquisition. The pro forma adjustments do not include any adjustments to historical sales for any future price changes nor any adjustments to selling, marketing or any other expenses for any future operating changes. Upon the closing of the BBA merger, IFF will incur certain integration related expenses and a preliminary estimate is reflected in the pro forma financial statements as a result of the elimination of duplicate facilities, operational realignment and related workforce reductions. Such costs will generally be recognized by IFF as a liability assumed as of the merger date resulting in additional goodwill in accordance with Emerging Issues Task Force No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination ("EITF 95-3"). The assessment of integration related expenses is ongoing. The following pro forma information is not necessarily indicative of the financial position or operating results that would have occurred had the BBA merger, been consummated on the dates, or at the beginning of the periods, for which such transactions are being given effect. The pro forma adjustments reflecting the consummation of the merger are based upon the assumptions set forth in the notes hereto. The merger with BBA closed on November 9, 2000. IFF has accounted for the BBA merger under the purchase method of accounting. Accordingly, IFF has established a new basis for BBA's assets and liabilities based upon the fair values and the IFF purchase price including the costs of the merger. The purchase accounting adjustments made in connection with the development of the pro forma condensed financial statements are preliminary and have been made solely for purposes of developing such pro forma condensed financial information. IFF currently knows of no events other than those disclosed in these pro forma notes that would require a material change to the preliminary purchase price allocation of BBA. However, a final determination of required purchase accounting adjustments will be made upon the completion of a study undertaken by IFF in conjunction with independent appraisers to determine the fair value of certain of BBA assets, including intangible assets, and liabilities, including the aforementioned "EITF 95-3" liabilities. Refer to note 8 of the Notes to the Unaudited Pro Forma Financial Information for a discussion of the sensitivity to earnings that may occur as a result of the final determination of fair value. The future financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein because of a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results. INTERNATIONAL FLAVORS & FRAGRANCES INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) PRO PRO HISTORICAL FORMA FORMA ------------------------ IFF BBA ADJUSTMENTS COMBINED ----------------------------------------- ---------------- Net sales $1,078,262 $362,554 ($4,439)(1) $1,436,377 ----------------------------------------- ---------------- Cost of goods sold 587,852 232,506 (4,630)(2) 815,728 Research and development expenses 82,423 20,760 103,183 Selling and administrative expenses 197,570 71,384 268,954 Nonrecurring charges 17,039 0 17,039 Interest expense 9,406 1,434 54,690(3) 65,530 Amortization 0 0 31,611(4) 31,611 Other (income) expense, net 2,488 (113) 2,375 ----------------------------------------- ---------------- 896,778 325,971 81,671 1,304,420 ----------------------------------------- ---------------- Income before taxes on income 181,484 36,583 (86,110) 131,957 Taxes on income 59,865 13,180 (21,775)(5) 51,270 ----------------------------------------- ---------------- Net income $121,619 $23,403 ($64,335) $80,687 ========================================= ================ Net income per share - basic $1.19 $1.21 $0.79 Net income per share - diluted $1.19 $1.20 $0.79 Weighted average number of shares outstanding - basic 102,152 19,323 102,152 Weighted average number of shares outstanding - diluted 102,169 19,535 102,169 Cash dividends per share of common stock $1.14 $0.00 See Notes to Unaudited Pro Forma Financial Information INTERNATIONAL FLAVORS & FRAGRANCES INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2000 (DOLLARS IN THOUSANDS) PRO PRO HISTORICAL FORMA FORMA -------------------------- IFF BBA ADJUSTMENTS COMBINED -------------------------------------------- ---------------- Assets Current Assets: Cash and cash equivalents $106,820 $35,136 $141,956 Short-term investments 324 0 324 Receivables: Trade 283,592 84,237 ($493)(8) 367,336 Allowance for doubtful accounts (10,193) (2,354) (12,547) Other 26,483 7,696 34,179 Inventories 358,363 103,330 461,693 Prepaid and deferred charges 60,954 8,642 10,500(7) 80,096 -------------------------------------------- ---------------- Total Current Assets 826,343 236,687 10,007 1,073,037 Property, plant and equipment, net 506,693 177,848 684,541 Goodwill and other intangibles 0 0 737,212(7) 737,212 Other Assets 33,902 52,824 (42,534)(7) 44,192 -------------------------------------------- ---------------- Total Assets $1,366,938 $467,359 $704,685 $2,538,982 ============================================ ================ Liabilities and Shareholders' Equity Current Liabilities: Bank loans $43,841 $7,164 $51,005 Commercial paper 207,095 0 $972,260(6) 1,179,355 Accounts payable 48,714 38,870 (493)(8) 87,091 Dividends payable 37,902 0 37,902 Income taxes 55,816 114 55,930 Other current liabilities 138,836 33,634 30,000(7) 202,470 -------------------------------------------- ---------------- Total Current Liabilities 532,204 79,782 1,001,767 1,613,753 -------------------------------------------- ---------------- Other Liabilities: Long-term debt 15,617 8,999 24,616 Deferred income taxes 28,572 23,035 53,415(7) 105,022 Retirement and other liabilities 144,947 11,195 (6,149)(7) 149,993 -------------------------------------------- ---------------- Total Other Liabilities 189,136 43,229 47,266 279,631 -------------------------------------------- ---------------- Shareholders' Equity Common stock 14,470 19,351 (19,351)(7) 14,470 Capital in excess of par value 133,113 170,000 (170,000)(7) 133,113 Retained earnings 1,217,789 192,992 (192,992)(7) 1,217,789 Accumulated other comprehensive income: Cumulative translation adjustment (100,278) (37,995) 37,995(7) (100,278) -------------------------------------------- ---------------- 1,265,094 344,348 (344,348) 1,265,094 Treasury stock (619,496) 0 (619,496) -------------------------------------------- ---------------- Total Shareholders' Equity 645,598 344,348 (344,348) 645,598 -------------------------------------------- ---------------- Total Liabilities and Shareholders' Equity $1,366,938 $467,359 $704,685 $2,538,982 ============================================ ================ See Notes to Unaudited Pro Forma Financial Information INTERNATIONAL FLAVORS & FRAGRANCES INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) PRO PRO HISTORICAL FORMA FORMA ----------------------- IFF BBA ADJUSTMENTS COMBINED -------------------------------------- ------------- Net sales $1,439,499 $499,037 ($7,156)(1) $1,931,380 -------------------------------------- ------------- Cost of goods sold 791,787 334,491 (6,995)(2) 1,119,283 Research and development expenses 103,794 25,398 129,192 Selling and administrative expenses 262,642 97,999 360,641 Nonrecurring charges 32,948 0 32,948 Interest expense 5,154 2,322 72,920(3) 80,396 Amortization 0 0 42,148(4) 42,148 Other (income) expense, net (291) 4,348 4,057 -------------------------------------- ------------- 1,196,034 464,558 108,073 1,768,665 -------------------------------------- ------------- Income before taxes on income 243,465 34,479 (115,229) 162,715 Taxes on income 81,465 13,199 (29,782)(5) 64,882 -------------------------------------- ------------- Net income $162,000 $21,280 ($85,447) $97,833 ====================================== ============= Net income per share - basic $1.53 $1.10 $0.93 Net income per share - diluted $1.53 $1.10 $0.92 Weighted average number of shares outstanding - basic 105,748 19,295 105,748 Weighted average number of shares outstanding - diluted 105,943 19,392 105,943 Cash dividends per share of common stock $1.52 $0.00 See Notes to Unaudited Pro Forma Financial Information Notes to Unaudited Pro Forma Financial Information (1) To eliminate intercompany sales between IFF and BBA. (2) To eliminate cost of goods sold relating to intercompany sales and to account for related estimated profit that remains in inventory. (3) To reflect the recognition of incremental interest expense on the additional borrowings equal to the cash consideration exchanged in the acquisition. Interest expense was calculated using an interest rate of 7.5%. The interest rate reflects IFF's average borrowing rate in effect at the acquisition date. (4) To reflect the amortization of goodwill and other intangibles resulting from the preliminary allocation of the excess of consideration over the net assets of BBA. Under current accounting rules, IFF would expect the amount of excess consideration allocated to goodwill to be amortized over 20 years. In December 2000, the Financial Accounting Standards Board (FASB) reached a tentative decision to use the nonamortization approach to account for purchased goodwill. Under the revised proposal, goodwill would not be amortized annually, but instead would be reviewed for impairment and written down (expensed against earnings) when the carrying value of the goodwill exceeds its fair value. Such FASB tentative decision is not yet final and may change before a definitive standard is issued. (5) To reflect the tax effect, as appropriate, of the pro forma adjustments. (6) To reflect the additional commercial paper used to finance the acquisition. (7) To record the preliminary allocation of purchase price to tangible and intangible assets acquired and liabilities assumed. Intangible assets acquired include formulations, technology, customer relationships and assembled workforce. The total value of such intangible assets and goodwill of $737 million is amortized over 7 to 20 years. A preliminary estimate of certain restructuring costs related to the planned elimination of duplicate facilities, operational realignment and related workforce reductions are reflected as a liability in accordance with EITF 95-3. Assuming an estimated useful life of 20 years, each $10 million of consideration allocated to intangible assets other than franchise/goodwill would have the effect of decreasing net income by $0.5 million annually ($0.005 per diluted share). (8) To eliminate intercompany balances between BBA and IFF. (c) Exhibits: Exhibit No. Description ----------- ----------- 23 Consent of PricewaterhouseCoopers LLP. 99 Press release, dated November 9, 2000 (incorporated by reference to IFF's Current Report on Form 8-K filed with the Commission on November 13, 2000). 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. By: /s/ Stephen A. Block ------------------------------------------ Name: Stephen A. Block Title: Senior Vice President, General Counsel and Secretary Dated: January 17, 2001 EXHIBIT INDEX Exhibit No. Description 23 Consent of PricewaterhouseCoopers LLP. 99 Press release, dated November 9, 2000 (incorporated by reference to IFF's Current Report on Form 8-K filed with the Commission on November 13, 2000).


                                                               Exhibit 23

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-46932, No. 333-59689, No. 33-66756 and No.
33-47856) and the Registration Statements on Form S-8 (No. 333-51436, No.
333-50752 and No. 33-54423) of International Flavors & Fragrances Inc. (the
"Company") of our report dated January 28, 2000, except as it relates to the
change in accounting for certain inventories described in Note 1, which is
as of January 17, 2001, relating to the financial statements of Bush Boake
Allen Inc., which appears in this Current Report on Form 8-K/A of the
Company dated January 17, 2001.


PRICEWATERHOUSECOOPERS LLP

Florham Park, New Jersey
January 17, 2001