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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000 Commission File Number 1-4858
International Flavors & Fragrances Inc.
(Exact name of Registrant as specified in its charter)
New York 13-1432060
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
521 West 57th Street, New York, N.Y. 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, par value 12 1/2c per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]
The Registrant denies that any of its common stock is held by an
"affiliate" of the Registrant within the meaning of Rule 405 of the Securities
and Exchange Commission. See "Stock Ownership" in proxy statement incorporated
by reference herein. The aggregate market value of all of the outstanding
voting stock of Registrant as of March 23, 2001 was $2,040,778,660.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of March 23, 2001.
95,766,244 shares of Common Stock, par value 12 1/2c per share
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 2000 (the "IFF 2000 Annual Report") are incorporated
by reference in Parts I, II and IV of this Form 10-K.
Portions of the Registrant's Proxy Statement dated March 30, 2001 (the "IFF
2001 Proxy Statement") are incorporated by reference in Part III of this Form
10-K.
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PART I
Item 1. Business.
International Flavors & Fragrances Inc., incorporated in New York in 1909
(the "Company"), is a leading creator and manufacturer of flavor and fragrance
products used by other manufacturers to impart or improve flavor or fragrance
in a wide variety of consumer products. Fragrance products are sold
principally to manufacturers of perfumes, cosmetics, toiletries, hair care
products, deodorants, soaps, detergents and air care products; flavor products
are sold principally to manufacturers of prepared foods, beverages, dairy
foods, pharmaceuticals and confectionery products.
The present world-wide scope of the Company's business is in part the
result of the combination in December 1958 of (i) the business conducted prior
to the combination primarily in the United States by the Company under the
name van Ameringen-Haebler, Inc. ("VAH") with (ii) the business conducted
prior to the combination primarily in Europe by N. V. Polak & Schwarz's
Essencefabrieken, a Dutch corporation ("P & S"). The P & S enterprise, founded
in Holland in 1889, was also engaged in the manufacture and sale of flavor and
fragrance products, with operations in a number of countries where VAH was not
an important factor.
In April 2000, the Company acquired Laboratoire Monique Remy ("LMR"), a
leader in the creation and commercialization of natural raw materials for
fragrances and flavors. LMR operates state-of-the-art laboratory and
manufacturing facilities in Grasse, France and an extraction plant in Lozere,
France.
On November 3, 2000, pursuant to a cash tender offer by a wholly-owned
subsidiary of the Company for all of the outstanding shares of common stock of
Bush Boake Allen Inc. ("BBA"), the subsidiary acquired approximately 97% of
the outstanding shares of common stock of BBA at $48.50 per share. BBA was a
competitor of IFF in the flavor and fragrance business with 1999 worldwide
sales of $499 million. On November 9, 2000, the subsidiary merged with and
into BBA, and BBA became a wholly-owned subsidiary of the Company, with each
remaining outstanding share of BBA common stock converted into the right to
receive $48.50 per share. The Company acquired all of the outstanding shares
of BBA for approximately $970 million in cash, including transaction costs.
The acquisition was financed initially through a combination of short-term
debt and bank borrowings.
The Company's objectives in acquiring BBA were to establish global
leadership in the flavors market, where BBA was an important factor, to
strengthen the Company's already leading global fragrance market position, to
enhance the Company's product line and customer base, particularly in certain
emerging markets where BBA previously had a significant presence, and to
broaden and enhance the Company's management pool. In addition, the Company
concluded that the integration of the Company and BBA would achieve cost
savings and would allow the Company to operate more efficiently and
profitably.
In October 2000, the Company announced a major reorganization as a result
of which the Company is now organized globally under the broad umbrellas of
Business Development and Operations, rather than into separate divisions for
flavors and fragrances. The purpose of the reorganization is to better support
and service the Company's customers, many of whom require consistent global
support to match their global businesses. The responsibilities of Business
Development, whose purpose is to drive the top line growth of the Company,
include category strategy, consumer research, product development, global
sales and marketing, research and development coordination and technical
application. The responsibilities of Operations, whose focus is on product
delivery, product planning and increasing productivity, include global supply
chain, manufacturing, customer service, quality control, logistics and
distribution. In addition, effective January 1, 2001, the Company has a single
Regional Manager covering each of its major geographic clusters--North
America; Europe; Latin America; Asia-Pacific and the newly constituted Central
Asia and Middle East region, which includes the Indian subcontinent. The
Regional Managers work with and are supported by both Business Development and
Operations.
1
The Company currently has 45 manufacturing facilities with the major
manufacturing facilities being located in the United States, The Netherlands,
France, Great Britain, Ireland, Spain, Switzerland, Germany, Argentina,
Brazil, Mexico, China, Singapore, Philippines, Indonesia, Japan, India and
Australia. The remaining manufacturing facilities are located in 8 other
countries. The Company maintains its own sales and distribution facilities in
42 countries and is represented by sales agents in a few additional countries.
The Company's principal executive offices are located at 521 West 57th Street,
New York, New York 10019 (Tel. No. 212-765-5500). Except as the context
otherwise indicates, the term "the Company" as used herein refers to the
Registrant and its subsidiaries.
Markets
Fragrance products are used by customers in the manufacture of consumer
products such as soaps, detergents, cosmetic creams, lotions and powders,
lipsticks, after-shave lotions, deodorants, hair preparations, candles, air
fresheners and all-purpose cleaners, as well as in other consumer products
designed solely to appeal to the sense of smell, such as perfumes and
colognes. The cosmetics industry, including perfume and toiletries
manufacturers, is one of the Company's two largest fragrance customer groups.
Most of the major United States companies in this industry are customers of
the Company, and five of the largest United States cosmetics companies are
among its principal customers. The household products industry, including
soaps and detergents, is the other important fragrance customer group. Four of
the largest United States household product manufacturers are major customers
of the Company. In the five years ended December 31, 2000, sales of fragrance
products accounted for approximately 57%, 58%, 58%, 59% and 59%, respectively,
of the Company's total sales on a reported basis.
Flavor products are sold principally to the food and beverage industries
for use in consumer products such as soft drinks, candies, baked goods,
desserts, prepared foods, dietary foods, dairy products, drink powders,
pharmaceuticals, snack foods and alcoholic beverages. Two of the Company's
largest customers for flavor products are major producers of prepared foods
and beverages in the United States. In the five years ended December 31, 2000,
sales of flavor products accounted for approximately 43%, 42%, 42%, 41% and
41%, respectively, of the Company's total sales on a reported basis.
Products
The Company's principal fragrance and flavor products consist of compounds
of large numbers of ingredients blended by it under formulas created by its
perfumers and flavorists. Most of these compounds contribute the total
fragrance or flavor to the consumer products in which they are used. This
fragrance or flavor characteristic is often a major factor in the public
selection and acceptance of the consumer end product. A smaller amount of
compounds is sold to manufacturers who further blend them to achieve the
finished fragrance or flavor in their consumer products. Thousands of
compounds are produced by the Company, and new compounds are constantly being
created in order to meet the many and changing characteristics of its
customers' end products. Most of the fragrance and flavor compounds are
created and produced for the exclusive use of particular customers. The
Company's flavor products also include extracts, concentrated juices,
seasonings and concentrates derived from various fruits, vegetables, nuts,
herbs and spices as well as microbiologically-derived ingredients. The
Company's products are sold in solid and liquid forms and in amounts ranging
from a few pounds to many tons, depending upon the nature of the product.
The ingredients used by the Company in its compounds are both synthetic and
natural. Most of the synthetic ingredients and key strategic natural
ingredients are manufactured by the Company. While the major part of the
Company's production of synthetic ingredients is used by it in its compounds,
a substantial portion is sold to others. The natural ingredients are derived
from flowers, fruits and other botanical products as well as from animal
products. They contain varying numbers of organic chemicals, which are
responsible for the fragrance or flavor of the natural product. The natural
products are purchased for the larger part in processed or semi-processed
form. Some are used in compounds in the state in which they are purchased and
others after further processing. Natural products, together with various
chemicals, are also used as raw materials for the manufacture of synthetic
ingredients by chemical processes.
2
Market Developments
The demand for consumer products utilizing flavors and fragrances has been
stimulated and broadened by changing social habits resulting from various
factors such as increases in personal income, employment of women, teen-age
population, leisure time, health concerns and urbanization and by the
continued growth in world population. In the fragrance field, these
developments have expanded the market for hair care, candles and air care
products and deodorant and personal wash products with finer fragrance
quality, as well as the market for colognes, toilet waters, men's toiletries
and other products beyond traditional luxury items such as perfumes. In the
flavor field, similar market characteristics have stimulated the demand for
products such as convenience foods, soft drinks and low-cholesterol and low-
fat food products that must conform to expected tastes. New and improved
methods of packaging, application and dispensing have been developed for many
consumer products which utilize some of the Company's flavor or fragrance
products. These developments have called for the creation by the Company of
many new compounds and ingredients compatible with the newly introduced
materials and methods of application used in consumer end products.
Product Development and Research
The development of new fragrance and flavor compounds is a complex artistic
and technical process calling upon the combined knowledge and talents of the
Company's creative perfumers and flavorists and its application chemists and
research chemists. Through long experience, the perfumers and flavorists
develop and refine their skill for creating fragrances or flavors best suited
to the market requirements of the customers' products.
An important contribution to the creation of new fragrance and flavor
products is the development in the Company's research laboratories of new
ingredients having fragrance or flavor value. The principal functions of the
fragrance research program are to isolate and synthesize fragrance components
found in natural substances and through chemical synthesis in order to develop
new materials and better techniques for utilization of such materials. The
principal functions of the flavor research program are to isolate and produce
natural flavor ingredients utilizing improved processes.
The work of the perfumers and flavorists is conducted in 40 fragrance and
flavor laboratories in 27 countries. The Company maintains a research center
at Union Beach, New Jersey. On a reported basis, the Company spent
$112,671,000 in 2000, $103,794,000 in 1999 and $98,438,000 in 1998 on its
research and development activities. These expenditures are expected to
increase in 2001 to approximately $150,000,000. Of the amount expended in 2000
on such activities, 63% was for fragrances and the balance was for flavors.
The Company employed 1,186 persons in 2000 and 884 persons in 1999 in such
activities.
The business of the Company is not materially dependent upon any patents,
trademarks or licenses.
Distribution
Most of the Company's sales are made through its own sales force, operating
from 8 sales offices in the United States and 64 sales offices in 41 foreign
countries. Sales in other countries are made through sales agents. On a
reported basis, for the year ended December 31, 2000, 31% of the Company's
sales were to customers in North America, 38% in Europe, Africa and the Middle
East, 16% in Latin America and 15% in Asia-Pacific. For other information with
respect to the management of the Company's operations by major geographical
area, see Note 12 of the Notes to the Company's Consolidated Financial
Statements on pages 39-41 of the IFF 2000 Annual Report. Such Consolidated
Financial Statements are incorporated by reference herein.
The Company estimates that during 2000 its 30 largest customers accounted
for about 53% of its sales, its four largest customers and their affiliates
accounted for about 10%, 8%, 6% and 4%, respectively, of its sales, and no
other single customer accounted for more than 3% of sales.
Governmental Regulation
Manufacture and sale of the Company's products are subject to regulation in
the United States by the Food and Drug Administration, the Agriculture
Department, the Bureau of Alcohol, Tobacco and Firearms of the Treasury
Department, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state authorities. Foreign subsidiaries are subject
to similar regulation in a number of countries. Compliance
3
with existing governmental requirements regulating the discharge of materials
into the environment has not materially affected the Company's operations,
earnings or competitive position. The Company expects to spend in 2001
approximately $4,400,000 in capital projects and $12,600,000 in operating
expenses and governmental charges for the purpose of complying with such
requirements. The Company expects that in 2002 capital expenditures, operating
expenses and governmental charges for such purpose will not be materially
different.
Raw Material Purchases
More than 5,000 different raw materials are purchased from many sources all
over the world. The principal natural raw material purchases consist of
essential oils, extracts and concentrates derived from fruits, vegetables,
flowers, woods and other botanicals, animal products and raw fruits. The
principal synthetic raw material purchases consist of organic chemicals. The
Company believes that alternate sources of materials are available to enable
it to maintain its competitive position in the event of any interruption in
the supply of raw materials from present sources.
Competition
The Company has more than 50 competitors in the United States and world
markets. While no single factor is responsible, the Company's competitive
position is based principally on the creative skills of its perfumers and
flavorists, the technological advances resulting from its research and
development, the quality of its customer service and the support provided by
its marketing and application groups, and its understanding of consumers.
Although statistics are not available, the Company believes that it is the
largest company producing and marketing on an international basis a wide range
of fragrance and flavor products of the types manufactured by it for sale to
manufacturers of consumer products. In particular countries and localities,
the Company faces the competition of numerous companies specializing in
certain product lines, among which are some companies larger than the Company
and some more important in a particular product line or lines. Most of the
Company's customers do not buy all their fragrance or flavor products from the
same supplier, and some customers make their own fragrance or flavor compounds
with ingredients supplied by the Company or others.
Employee Relations
The Company at December 31, 2000 employed approximately 6,610 persons, of
whom about 1,861 were employed in the United States. The Company has never
experienced a work stoppage or strike and it considers that its employee
relations are satisfactory.
Cautionary Statement
Statements in this Annual Report on Form 10-K (including information
incorporated herein by reference from the IFF 2000 Annual Report) that are not
historical facts or information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, and are
subject to risks and uncertainties that could cause the Company's actual
results to differ materially from those expressed or implied by such forward-
looking statements. Risks and uncertainties with respect to the Company's
business include general economic and business conditions, interest rates, the
price and availability of raw materials, and political and economic
uncertainties, including the fluctuation or devaluation of currencies in
countries in which the Company does business. 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.
4
Item 2. Properties.
The principal manufacturing and research properties of the Company are as
follows:
Location Operation
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United States
New York, NY......... Fragrance laboratories.
Augusta, GA.......... Production of fragrance chemical ingredients.
Production of fragrance compounds; fragrance
Hazlet, NJ........... laboratories.
South Brunswick, NJ.. Production of flavor ingredients and compounds and
fruit preparations; flavor laboratories.
Union Beach, NJ...... Research and development center.
Menomonee Falls, WI.. Production of flavor compounds, flavor ingredients,
bacterial cultures and fruit preparations
Carrollton, TX(1).... Production of seasonings.
Chicago, IL.......... Production of flavor ingredients and compounds.
Jacksonville, FL..... Production of fragrance chemical ingredients.
Netherlands
Hilversum............ Flavor and fragrance laboratories.
Production of flavor and fragrance compounds and
Tilburg.............. flavor ingredients.
France
Bois-Colombes........ Fragrance laboratories.
Dijon................ Production of fragrance ingredients and compounds,
flavor ingredients and compounds and fruit
preparations; flavor laboratories.
Production of fragrance and flavor ingredients;
Grasse............... fragrance laboratories.
Great Britain
Haverhill............ Production of flavor compounds and ingredients, fruit
preparations and fragrance chemical ingredients;
flavor laboratories.
London............... Production of flavor and fragrance compounds and
flavor ingredients; flavor and fragrance
laboratories.
Long Melford......... Production of seasonings.
Widnes............... Production of fragrance chemical ingredients.
Witham............... Production of flavor ingredients and compounds.
Ireland
Drogheda............. Production of fragrance compounds.
Spain
Benicarlo............ Production of fragrance chemical ingredients.
Switzerland
Reinach-Aargau....... Production of fruit preparations and flavor
ingredients and compounds; flavor laboratories.
Germany
Emmerich/Rhein....... Production of fruit preparations and flavor
ingredients and compounds; flavor laboratories.
Argentina
Garin................ Production of fruit preparations and flavor
ingredients and compounds; production of fragrance
compounds; flavor laboratories.
Brazil
Rio de Janeiro....... Production of fragrance compounds.
Taubate.............. Production of fruit preparations and flavor
ingredients and compounds; flavor laboratories.
5
Location Operation
-------- ---------
Mexico
Tlalnepantla.. Production of flavor compounds, fruit preparations and
fragrance compounds; flavor and fragrance laboratories.
Atlacomulco... Production of flavor ingredients and compounds.
China
Guangzhou(1).. Production of flavor and fragrance compounds; flavor
India laboratories.
Production of flavor and fragrance compounds and flavor
Chennai(2).... ingredients.
Singapore
Jurong(3)..... Production of flavor and fragrance compounds and flavor
ingredients.
Science Park.. Flavor and fragrance laboratories.
Philippines
Manila(1)..... Production of flavor and fragrance compounds and flavor
ingredients.
Indonesia
Jakarta(3).... Production of flavor and fragrance compounds and
ingredients; flavor and fragrance laboratories.
Japan
Tokyo......... Flavor and fragrance laboratories.
Gotemba....... Production of flavor compounds.
Australia
Melbourne..... Production of flavor and fragrance compounds and flavor
ingredients.
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(1) Leased.
(2) The Company has approximately a 75% interest in the subsidiary company
which owns this facility.
(3) Land is leased and building is owned.
The principal executive offices of the Company and its New York laboratory
facilities are located at 521 West 57th Street, New York City. As a result of
the acquisition of BBA, the Company is currently in the process of
consolidating or eliminating duplicate facilities. The Company believes that
the facilities that will remain following this consolidation process will meet
its present needs and anticipated needs for the foreseeable future.
Item 3. Legal Proceedings.
Over the past twenty years, various Federal and State authorities and
private parties have claimed that the Company is a potentially responsible
party as a generator of waste materials for alleged pollution at a number of
waste sites operated by third parties located principally in New Jersey. The
governmental authorities seek to recover costs incurred and to be incurred to
clean up the sites. In one current private suit, a waste site's former
owner/operator seeks contribution and indemnification from generators and
others for remedial action costs incurred and to be incurred at the site.
The waste site claims and suits usually involve million dollar amounts, and
most of them are asserted against many potentially responsible parties.
Remedial activities typically consist of several phases carried out over a
period of years. Most site remedies begin with investigation and feasibility
studies, followed by physical removal, destruction, treatment or containment
of contaminated soil and debris, and sometimes by groundwater monitoring and
treatment. To date, the Company's financial responsibility for some sites has
been settled through agreements granting the Company, in exchange for one or
more cash payments made or to be made, either complete release of liability
or, for certain sites, release from further liability for early and/or later
remediation phases, subject to certain "re-opener" clauses for later-
discovered conditions. Settlements in respect of some
6
sites involve, in part, payment by the Company, and other parties, of a
percentage of the site's future remediation costs over a period of years. At
present, only four sites remain the subject of significant unsettled claims.
The Company believes that the amounts it has paid and probably will have to
pay for clean-up costs and damages at all sites are and will not be material
to the Company's financial condition, results of operations or liquidity,
because of the involvement of other large potentially responsible parties at
most sites, because payment will be made over an extended time period and
because, pursuant to an agreement reached in July 1994 with three of the
Company's liability insurers, defense costs and indemnity amounts payable by
the Company in respect of the sites will be shared by the insurers up to an
agreed amount.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of Registrant:
Year First
Office and Other Business Became
Name Experience(2) Age Officer
---- ------------------------- --- ----------
Richard A. Goldstein(1).. Chairman and Chief Executive 59 2000
Officer since June 2000;
President and Chief Executive
Officer of Unilever United
States, Inc. and Business Group
President of Unilever North
American Foods, home, personal
care and food products
companies, prior thereto;
Director, Legacy Hotels;
Director, Fiduciary Trust
Company International
D. Wayne Howard.......... Executive Vice President, Global 45 2000
Operations since September
2000; Vice President, Supply
Chain Strategy of Nordstrom,
Inc., a retailer, from January
2000 to August 2000; Vice
President, Strategic Sourcing,
North America of Unilever North
American Foods, a home,
personal care and food products
company, from 1998 to 1999;
Vice-President, Sourcing of
Lipton, division of Unilever,
from 1997 to 1998; Vice
President, Supply Chain of
Thomas J. Lipton Company, a
food products company, from
1995 to 1996
Carlos A. Lobbosco....... Executive Vice President, Global 61 1993
Business Development since
September 2000; Vice President
prior thereto; Director
Julian W. Boyden......... Executive Vice President since 56 2000
November 2000; Chairman of the
Board, President and Chief
Executive Officer of Bush Boake
Allen Inc., a flavor and
fragrance company, prior
thereto
Stephen A. Block......... Senior Vice President, General 56 1993
Counsel and Secretary since
February 2000; Senior Vice
President, Law & Regulatory
Affairs, and Secretary from May
1999 to February 2000; Vice
President, Law & Regulatory
Affairs, and Secretary prior
thereto
Douglas J. Wetmore....... Senior Vice President and Chief 43 1992
Financial Officer since
September 2000; Vice President
and Chief Financial Officer
from April 1998 to September
2000; Controller prior thereto;
Director
7
Year First
Became
Name Office and Other Business Experience(2) Age Officer
---- --------------------------------------- --- ----------
Clint D. Brooks.. Vice President, Research and Development 49 2000
since October 2000; Director of
Chemical Sciences, Abbott Laboratories,
a pharmaceutical company, prior thereto
William S. Kane.. Vice President, Human Resources, since 41 1999
September 1999; Senior Vice President
Human Resources, Channel One Network,
television content provider, from 1997
to 1999; Director of Human Resources,
Frigidaire Division of Electrolux,
household products manufacturers, prior
thereto
- --------
(1) Member of Executive Committee of the Board of Directors.
(2) Employed by the Company or an affiliated company for the last five years,
except as otherwise indicated.
8
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holder
Matters.
(a) Market Information.
The Company's common stock is traded principally on the New York Stock
Exchange. The high and low stock prices for each quarter during the last two
years were:
2000 1999
------------- -------------
Quarter High Low High Low
------- ------ ------ ------ ------
First.......................................... $37.94 $28.75 $45.50 $34.25
Second......................................... 37.81 28.81 45.00 34.50
Third.......................................... 30.94 17.38 48.50 33.63
Fourth......................................... 20.81 14.69 39.25 33.81
(b) Approximate Number of Equity Security Holders.
(B)
(A) Number of record holders as
Title of Class of December 31, 2000
-------------- ---------------------------
Common stock, par value 12 1/2c per share.... 3,741
(c) Dividends.
Cash dividends declared per share for each quarter since January 1999 were
as follows:
2001 2000 1999
---- ---- ----
First....................................................... $.15 $.38 $.38
Second...................................................... .38 .38
Third....................................................... .38 .38
Fourth...................................................... .15 .38
Item 6. Selected Financial Data.
Information setting forth selected financial data in response to the
disclosure requirements specified by this Item 6 appears on page 44 of the IFF
2000 Annual Report. Such information is incorporated by reference in this Item
6. The BBA operating results are included in the Company's consolidated
results from November 3, 2000, the date of the acquisition of BBA.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
The Company's Management's Discussion and Analysis of Results of Operations
and Financial Condition in response to the disclosure requirements specified
by this Item 7 appears in the text under the caption "Management's Discussion
and Analysis of Results of Operations and Financial Condition" on pages 24 to
28 of the IFF 2000 Annual Report. Such information is incorporated by
reference in this Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Information on quantitative and qualitative disclosures about market risk
in response to the disclosure requirements specified by this Item 7A appears
in Note 14 on page 43 of the IFF 2000 Annual Report. Such information is
incorporated by reference in this Item 7A.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Company and its subsidiaries
and the notes thereto, listed in Item 14(a)(1) and included in the IFF 2000
Annual Report on pages 30 through 43, together with the report
9
thereon of PricewaterhouseCoopers LLP dated January 29, 2001 on page 29 of the
IFF 2000 Annual Report, and quarterly financial information on page 29 of the
IFF 2000 Annual Report, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information relating to directors and nominees of the Company is set
forth under the caption "Election of Directors" in the IFF 2001 Proxy
Statement and is incorporated by reference herein. The information under the
heading "Section 16(a) Beneficial Ownership Reporting Compliance" that appears
in the IFF 2001 Proxy Statement is also incorporated by reference herein. See
above under Item 4 for the Company's Executive Officers.
Item 11. Executive Compensation.
The information relating to executive compensation is set forth under the
captions "Summary Compensation," "Option Grants in 2000," "Aggregated Option
Exercises in 2000 and Option Values at December 31, 2000," "Directors'
Compensation," "Employment Contracts and Termination of Employment and Change-
in-Control Arrangements," "Executive Separation Policy" and "Pension Plans" in
the IFF 2001 Proxy Statement and such information is incorporated by reference
herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information relating to security ownership of management and certain
beneficial owners is set forth under the captions "Election of Directors" and
"Stock Ownership" in the IFF 2001 Proxy Statement and such information is
incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions.
The information regarding certain relationships and related transactions is
set forth under the captions "Compensation Committee Interlocks and Insider
Participation" and "Additional Information" in the IFF 2001 Proxy Statement
and such information is incorporated by reference herein.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) FINANCIAL STATEMENTS. The following consolidated financial
statements, related notes and independent accountants' report from the IFF
2000 Annual Report are incorporated by reference into Item 8 of Part II of
this Annual Report on Form 10-K:
Page
No.
----
Consolidated Statements of Income and Retained Earnings for the
three years ended December 31, 2000............................... 30
Consolidated Balance Sheet--December 31, 2000 and 1999............. 31
Consolidated Statement of Cash Flows for the three years ended
December 31, 2000................................................. 32
Notes to Consolidated Financial Statements......................... 33
Report of Independent Accountants.................................. 29
(a)(2) FINANCIAL STATEMENT SCHEDULES. The following schedule is included in
Part IV of this Annual Report on Form 10-K:
Schedule II-- Valuation and Qualifying Accounts and Reserves for the
three years ended December 31, 2000................... S-1
Report of Independent Accountants on Financial Statement Schedule.... 14
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
(a)(3) EXHIBITS.
Number
------
2 Agreement and Plan of Merger dated as of September 25, 2000 among
Registrant, Bush Boake Allen Inc. and B Acquisition Corp. incorporated
by reference to Exhibit 2.1 to Registrant's Report on Form 8-K dated
September 25, 2000 (File No. 1-4858).
3 Restated Certificate of Incorporation of Registrant, incorporated by
reference to Exhibit 3 to Registrant's Report on Form 10-K for fiscal
year ended December 31, 1993 (File No. 1-4858).
3(b) By-laws of Registrant, incorporated by reference to Exhibit 3 to
Registrant's Report on Form 10-Q dated November 14, 2000 (File No. 1-
4858).
3(c) Amendment to By-laws adopted December 12, 2000.
4(a) Shareholders Protection Rights Agreement dated as of March 21, 2000
between Registrant and The Bank of New York, as Rights Agent,
incorporated by reference to Exhibit 4 to Registrant's Report on Form
8-K dated March 22, 2000 (File No. 1-4858).
4(b) First Amendment dated as of September 26, 2000, to Shareholder
Protection Rights Agreement, incorporated by reference to Exhibit 4 to
Registrant's Report on Form 8-K dated September 26, 2000 (File No. 1-
4858).
4(c) Specimen Certificates of Registrant's Common Stock bearing legend
notifying of Shareholder Protection Rights Agreement, incorporated by
reference to Exhibit 4(b) to Registrant's Registration Statement on
Form S-3 filed on September 29, 2000 (Reg. No. 333-46932).
9 Not applicable.
10(a) Memorandum of Understanding between Registrant and Richard A.
Goldstein, Chairman and Chief Executive Officer of Registrant,
approved by Registrant's Board of Directors on April 13, 2000,
incorporated by reference to Exhibit 10(a) to Registrant's Report on
Form 10-Q dated August 14, 2000 (File No. 1-4858).
11
10(b) Separation Agreement dated as of March 1, 2000 between Registrant
and Eugene P. Grisanti, former Chairman and President of Registrant,
incorporated by reference to Exhibit 10 to Registrant's Report on
Form 10-Q dated May 15, 2000 (File No. 1-4858).
10(c) Separation Agreement dated as of June 15, 2000 between Registrant
and Stuart R. Maconochie, former Vice-President and Director of
Registrant, incorporated by reference to Exhibit 10(a) to
Registrant's Report on Form 10-Q dated November 14, 2000 (File No.
1-4858).
10(d) Separation Agreement dated as of November 1, 2000 between Registrant
and Robert G. Corbett, former Vice President and Director of
Registrant.
10(e) Supplemental Retirement Plan adopted by Board of Directors on
October 29, 1986, incorporated by reference to Exhibit 10(e) to
Registrant's Report on Form 10-Q dated May 14, 1997 (File No. 1-
4858).
10(f) Registrant's Supplemental Retirement Investment Plan adopted by
Registrant's Board of Directors on November 14, 1989, as amended
through June 30, 2000.
10(g) Registrant's 2000 Stock Award and Incentive Plan adopted by
Registrant's Board of Directors on March 9, 2000, as amended by the
Board on November 14, 2000.
10(h) 2000 Supplemental Stock Award Plan adopted by Registrant's Board of
Directors on November 14, 2000, incorporated by reference to Exhibit
99.1 to Registrant's Registration Statement on Form S-8 filed on
December 7, 2000 (Reg No. 333-51436).
10(i) Restated Management Incentive Compensation Plan of Registrant,
incorporated by reference to Exhibit A to the Registrant's Proxy
Statement dated March 28, 1995 (File No. 1-4858).
10(j) Registrant's Executive Death Benefit Plan effective July 1, 1990,
incorporated by reference to Exhibit 10(c) to Registrant's Report on
Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(k) Registrant's "Vision 2001 Compensation Program" adopted by
Registrant's Board of Directors on December 12, 2000.
10(l) Registrant's Executive Separation Policy, approved by Registrant's
Board of Directors on October 10, 2000.
10(m) Trust Agreement dated October 4, 2000 among Registrant, First Union
National Bank and Buck Consultants Inc. approved by Registrant's
Board of Directors on September 12, 2000, incorporated by reference
to Exhibit 10(b) to Registrant's Report on Form 10-Q dated November
14, 2000 (File No. 1-4858).
10(n) Stock Option Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10(h) to Registrant's Report on Form 10-Q dated
May 14, 1997 (File No. 1-4858).
10(nn) 2000 Stock Option Plan for Non-Employee Directors adopted by
Registrant's Board of Directors on February 8, 2000, incorporated by
reference to the Registrant's Proxy Statement dated March 29, 2000
(File No. 1-4858).
10(o) Director Charitable Contribution Program adopted by the Board of
Directors on February 14, 1995, incorporated by reference to Exhibit
10(j) to Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-4858).
10(p) Resolutions approving Non-Employee Directors' Annual Stock Grant
Program adopted by Registrant's Board of Directors on September 12,
2000, incorporated by reference to Exhibit 99(c) to Registrant's
Registration Statement on Form S-3 filed on September 29, 2000 (Reg.
No. 333-46932).
10(q) Registrant's Directors' Deferred Compensation Plan adopted by
Registrant's Board of Directors on September 15, 1981 as amended
through September 1, 2000, incorporated by reference to Exhibit
99(d) to Registrant's Registration Statement on Form S-3 filed on
September 29, 2000 (Reg. No. 333-46932).
10(r) Registrant's 1997 Employee Stock Option Plan, incorporated by
reference to Exhibit A to the Registrant's Proxy Statement dated
March 27, 1997 (File No. 1-4858).
10(rr) Amendments to 1997 Employee Stock Option Plan adopted by
Registrant's Board of Directors on February 8, 2000, incorporated by
reference to Exhibit 10(ll) to Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1999 (File No. 1-4858).
12
10(s) Registrant's Global Employee Stock Purchase Plan adopted by
Registrant's Board of Directors on November 14, 2000, incorporated
by reference to Exhibit B to Registrant's Proxy Statement dated
March 30, 2001 (File No. 1-4858).
10(t) Agreement dated June 23, 1998 between Registrant and Carlos A.
Lobbosco, Executive Vice President of Registrant, incorporated by
reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated
November 13, 1998 (File No. 1-4858).
10(tt) Agreement dated as of October 1, 1999 between Registrant and Carlos
A. Lobbosco, Executive Vice President of Registrant, incorporated by
reference to Exhibit 10(o) to Registrant's Report on Form 10-K for
fiscal year ended December 31, 1999 (File No. 1-4858).
10(u) 364-day Credit Agreement dated as of June 1, 1999 among Registrant,
as Borrower, certain Initial Lenders, Citibank, N.A., as Agent, and
Salomon Smith Barney Inc. as Arranger, incorporated by reference to
Exhibit 10(a) to Registrant's Report on Form 10-Q dated August 13,
1999 (File No. 1-4858).
10(uu) Amended and Restated 364-day Credit Agreement dated as of May 30,
2000 among Registrant, as Borrower, certain Initial Lenders,
Citibank, N.A., as Agent, and Salomon Smith Barney Inc., as
Arranger, incorporated by reference to Exhibit 10(c) to Registrant's
Report on Form 10-Q dated August 14, 2000 (File No. 1-4858).
10(v) 180-day Credit Agreement dated as of November 2, 2000 among
Registrant, as Borrower, certain Initial Lenders, Citibank, N.A. as
Agent and Salomon Smith Barney Inc. as Arranger.
10(w) 364-day Credit Agreement dated as of November 28, 2000 among
Registrant as Borrower, certain Initial Lenders, Citibank, N.A. as
Agent, First Union National Bank and Bank of Tokyo-Mitsubishi Trust
Company, as Syndication Agents, Fortis (USA) Finance LLC., as Co-
Agent, and Salomon Smith Barney Inc. as Arranger.
11 Not applicable.
12 Not applicable.
13 Registrant's 2000 Annual Report; except for those portions thereof
that are expressly incorporated by reference in this Form 10-K, this
exhibit is furnished only for the information of the Commission and
is not deemed to be filed as part of this Form 10-K.
16 Not applicable.
18 Not applicable.
21 List of Principal Subsidiaries.
22 Not applicable.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney authorizing Douglas J. Wetmore and Stephen A.
Block to sign this report and amendments thereto on behalf of
certain directors and officers of the Registrant.
27 Financial Data Schedule (EDGAR version only).
28 Not applicable.
99 None.
(b) REPORTS ON FORM 8-K
The Company filed the following reports on Form 8-K during the last quarter
of the fiscal year ended December 31, 2000. Neither of such reports contained
financial statements.
. Report on Form 8-K dated September 26, 2000 and filed October 2, 2000,
describing in Item 5 the Company's entering into a First Amendment to
its Shareholder Protection Rights Agreement dated as of March 21, 2000.
. Report on Form 8-K dated November 3, 2000 and filed November 13, 2000,
describing in Item 2 the completion of the Company's acquisition of Bush
Boake Allen Inc., a Virginia corporation.
13
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders of
International Flavors & Fragrances Inc.
Our audits of the consolidated financial statements referred to in our report
dated January 29, 2001 appearing in the 2000 Annual Report to Shareholders of
International Flavors & Fragrances Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedule listed
in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
PricewaterhouseCoopers LLP
New York, New York
January 29, 2001
14
Pursuant to the requirements of Section 13 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.
(Registrant)
/s/ Douglas J. Wetmore
By __________________________________
Douglas J. Wetmore
Senior Vice President and Chief
Financial Officer
Dated: March 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Principal Executive Officer:
Richard A. Goldstein
Chairman of the Board and
Chief Executive Officer
Principal Financial and Accounting Officer:
Douglas J. Wetmore
Senior Vice President and
Chief Financial Officer By /s/ Stephen A. Block
----------------------
Directors: Stephen A. Block
Attorney in fact
Margaret Hayes Adame March 30, 2001
Gunter Blobel
J. Michael Cook
Richard M. Furlaud
Peter A. Georgescu
Richard A. Goldstein
Carlos A. Lobbosco
Arthur C. Martinez
George Rowe, Jr.
Henry P. van Ameringen
William D. Van Dyke, III
Douglas J. Wetmore
Original powers of attorney authorizing Douglas J. Wetmore and Stephen A.
Block, and each of them, to sign this report on behalf of certain directors
and officers of the Registrant have been filed with the Securities and
Exchange Commission.
15
SCHEDULE II
INTERNATIONAL FLAVORS & FRAGRANCES INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands of dollars)
For the Year Ended December 31, 2000
---------------------------------------------------
Additions Trans-
Balance at charged to lation Balance
beginning costs and Accounts adjust- at end
of period expenses written off ments of period
---------- ---------- ----------- ------- ---------
Allowance for doubtful
accounts................. $10,013 $2,359 $ 963 $(335) $11,074
======= ====== ====== ===== =======
For the Year Ended December 31, 1999
---------------------------------------------------
Additions Trans-
Balance at charged to lation Balance
beginning costs and Accounts adjust- at end
of period expenses written off ments of period
---------- ---------- ----------- ------- ---------
Allowance for doubtful
accounts................. $ 9,517 $1,845 $ 668 $(481) $10,013
======= ====== ====== ===== =======
For the Year Ended December 31, 1998
---------------------------------------------------
Additions Trans-
Balance at charged to lation Balance
beginning costs and Accounts adjust- at end
of period expenses written off ments of period
---------- ---------- ----------- ------- ---------
Allowance for doubtful
accounts................. $ 8,101 $2,228 $1,053 $ 241 $ 9,517
======= ====== ====== ===== =======
S-1
EXHIBIT INDEX
EXHIBIT
-------
2 Agreement and Plan of Merger dated as of September 25, 2000 among
Registrant, Bush Boake Allen Inc. and B Acquisition Corp. incorporated
by reference to Exhibit 2.1 to Registrant's Report on Form 8-K dated
September 25, 2000 (File No. 1-4858).
3 Restated Certificate of Incorporation of Registrant, incorporated by
reference to Exhibit 3 to Registrant's Report on Form 10-K for fiscal
year ended December 31, 1993 (File No. 1-4858).
3(b) By-laws of Registrant, incorporated by reference to Exhibit 3 to
Registrant's Report on Form 10-Q dated November 14, 2000 (File No. 1-
4858).
3(c) Amendment to By-laws adopted December 12, 2000.
4(a) Shareholders Protection Rights Agreement dated as of March 21, 2000
between Registrant and The Bank of New York, as Rights Agent,
incorporated by reference to Exhibit 4 to Registrant's Report on Form
8-K dated March 22, 2000 (File No. 1-4858).
4(b) First Amendment dated as of September 26, 2000, to Shareholder
Protection Rights Agreement, incorporated by reference to Exhibit 4 to
Registrant's Report on Form 8-K dated September 26, 2000 (File No. 1-
4858).
4(c) Specimen Certificates of Registrant's Common Stock bearing legend
notifying of Shareholder Protection Rights Agreement, incorporated by
reference to Exhibit 4(b) to Registrant's Registration Statement on
Form S-3 filed on September 29, 2000 (Reg. No. 333-46932).
9 Not applicable.
10(a) Memorandum of Understanding between Registrant and Richard A.
Goldstein, Chairman and Chief Executive Officer of Registrant,
approved by Registrant's Board of Directors on April 13, 2000,
incorporated by reference to Exhibit 10(a) to Registrant's Report on
Form 10-Q dated August 14, 2000 (File No. 1-4858).
10(b) Separation Agreement dated as of March 1, 2000 between Registrant and
Eugene P. Grisanti, former Chairman and President of Registrant,
incorporated by reference to Exhibit 10 to Registrant's Report on Form
10-Q dated May 15, 2000 (File No. 1-4858).
10(c) Separation Agreement dated as of June 15, 2000 between Registrant and
Stuart R. Maconochie, former Vice-President and Director of
Registrant, incorporated by reference to Exhibit 10(a) to Registrant's
Report on Form 10-Q dated November 14, 2000 (File No. 1-4858).
10(d) Separation Agreement dated as of November 1, 2000 between Registrant
and Robert G. Corbett, former Vice President and Director of
Registrant.
10(e) Supplemental Retirement Plan adopted by Board of Directors on October
29, 1986, incorporated by reference to Exhibit 10(e) to Registrant's
Report on Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(f) Registrant's Supplemental Retirement Investment Plan adopted by
Registrant's Board of Directors on November 14, 1989, as amended
through June 30, 2000.
10(g) Registrant's 2000 Stock Award and Incentive Plan adopted by
Registrant's Board of Directors on March 9, 2000, as amended by the
Board on November 14, 2000.
10(h) 2000 Supplemental Stock Award Plan adopted by Registrant's Board of
Directors on November 14, 2000, incorporated by reference to Exhibit
99.1 to Registrant's Registration Statement on Form S-8 filed on
December 7, 2000 (Reg No. 333-51436).
10(i) Restated Management Incentive Compensation Plan of Registrant,
incorporated by reference to Exhibit A to the Registrant's Proxy
Statement dated March 28, 1995 (File No. 1-4858).
10(j) Registrant's Executive Death Benefit Plan effective July 1, 1990,
incorporated by reference to Exhibit 10(c) to Registrant's Report on
Form 10-Q dated May 14, 1997 (File No. 1-4858).
10(k) Registrant's "Vision 2001 Compensation Program" adopted by
Registrant's Board of Directors on December 12, 2000.
10(l) Registrant's Executive Separation Policy, approved by Registrant's
Board of Directors on October 10, 2000.
10(m) Trust Agreement dated October 4, 2000 among Registrant, First Union
National Bank and Buck Consultants Inc. approved by Registrant's
Board of Directors on September 12, 2000, incorporated by reference
to Exhibit 10(b) to Registrant's Report on Form 10-Q dated
November 14, 2000 (File No. 1-4858).
10(n) Stock Option Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10(h) to Registrant's Report on Form 10-Q dated
May 14, 1997 (File No. 1-4858).
10(nn) 2000 Stock Option Plan for Non-Employee Directors adopted by
Registrant's Board of Directors on February 8, 2000, incorporated by
reference to the Registrant's Proxy Statement dated March 29, 2000
(File No. 1-4858).
10(o) Director Charitable Contribution Program adopted by the Board of
Directors on February 14, 1995, incorporated by reference to Exhibit
10(j) to Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-4858).
10(p) Resolutions approving Non-Employee Directors' Annual Stock Grant
Program adopted by Registrant's Board of Directors on September 12,
2000, incorporated by reference to Exhibit 99(c) to Registrant's
Registration Statement on Form S-3 filed on September 29, 2000 (Reg.
No. 333-46932).
10(q) Registrant's Directors' Deferred Compensation Plan adopted by
Registrant's Board of Directors on September 15, 1981 as amended
through September 1, 2000, incorporated by reference to Exhibit 99(d)
to Registrant's Registration Statement on Form S-3 filed on September
29, 2000 (Reg. No. 333-46932).
10(r) Registrant's 1997 Employee Stock Option Plan, incorporated by
reference to Exhibit A to the Registrant's Proxy Statement dated
March 27, 1997 (File No. 1-4858).
10(rr) Amendments to 1997 Employee Stock Option Plan adopted by Registrant's
Board of Directors on February 8, 2000, incorporated by reference to
Exhibit 10(ll) to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 1-4858).
10(s) Registrant's Global Employee Stock Purchase Plan adopted by
Registrant's Board of Directors on November 14, 2000, incorporated by
reference to Exhibit B to Registrant's Proxy Statement dated March 30,
2001 (File No. 1-4858).
10(t) Agreement dated June 23, 1998 between Registrant and Carlos A.
Lobbosco, Executive Vice President of Registrant, incorporated by
reference to Exhibit 10(a) to Registrant's Report on Form 10-Q dated
November 13, 1998 (File No. 1-4858).
10(tt) Agreement dated as of October 1, 1999 between Registrant and Carlos
A. Lobbosco, Executive Vice President of Registrant, incorporated by
reference to Exhibit 10(o) to Registrant's Report on Form 10-K for
fiscal year ended December 31, 1999 (File No. 1-4858).
10(u) 364-day Credit Agreement dated as of June 1, 1999 among Registrant,
as Borrower, certain Initial Lenders, Citibank, N.A., as Agent, and
Salomon Smith Barney Inc. as Arranger, incorporated by reference to
Exhibit 10(a) to Registrant's Report on Form 10-Q dated August 13,
1999 (File No. 1-4858).
10(uu) Amended and Restated 364-day Credit Agreement dated as of May 30, 2000
among Registrant, as Borrower, certain Initial Lenders, Citibank,
N.A., as Agent, and Salomon Smith Barney Inc., as Arranger,
incorporated by reference to Exhibit 10(c) to Registrant's Report on
Form 10-Q dated August 14, 2000 (File No. 1-4858).
10(v) 180-day Credit Agreement dated as of November 2, 2000 among
Registrant, as Borrower, certain Initial Lenders, Citibank, N.A. as
Agent and Salomon Smith Barney Inc. as Arranger.
10(w) 364-day Credit Agreement dated as of November 28, 2000 among
Registrant as Borrower, certain Initial Lenders, Citibank, N.A. as
Agent, First Union National Bank and Bank of Tokyo-Mitsubishi Trust
Company, as Syndication Agents, Fortis (USA) Finance LLC., as Co-
Agent, and Salomon Smith Barney Inc. as Arranger.
11 Not applicable.
12 Not applicable.
13 Registrant's 2000 Annual Report; except for those portions thereof
that are expressly incorporated by reference in this Form 10-K, this
exhibit is furnished only for the information of the Commission and
is not deemed to be filed as part of this Form 10-K.
16 Not applicable.
18 Not applicable.
21 List of Principal Subsidiaries.
22 Not applicable.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney authorizing Douglas J. Wetmore and Stephen A. Block
to sign this report and amendments thereto on behalf of certain
directors and officers of the Registrant.
27 Financial Data Schedule (EDGAR version only).
28 Not applicable.
99 None.