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Symrise AG Interim / Quarterly Report 2014

May 6, 2014

423_10-q_2014-05-06_8ee5ecd0-dad9-4604-8c60-6e6c120870a3.pdf

Interim / Quarterly Report

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Interim Group report

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Q1/2014

Key Figures of the Group

Change in %
€ million Q1 2013 Q1 2014 Change in % at local currency
Sales 457.6 469.6 2.6 7.9
EBITDA 92.8 101.0 9 12
EBITDA margin in % 20.3 21.5
EBIT 71.6 79.6 11 15
EBIT margin in % 15.6 16.9
Net income 46.0 51.9 13
Earnings per share in € 0.39 0.44 13
Investments/Acquisitions 83.1 12.3 –85
Operating cash flow 26.4 49.4 87
Scent&Care
Sales 245.0 254.6 3.9 9.3
EBITDA 48.9 57.9
EBITDA margin in % 20.0 22.7
Flavor&Nutrition
Sales 212.6 215.0 1.2 6.2
EBITDA 43.9 43.0
EBITDA margin in % 20.6 20.0
December 31, 2013 March 31, 2014
Balance sheet total € million 2,210.4 2,251.3
Equity ratio in % 43.0 43.7
Net debt (incl. pension provisions and similar obligations)/EBITDA ratio 2.0 2.0
Employees FTE 1 5,959 5,993

1 not including apprentices and trainees; FTE = Full Time Equivalent

LONG -TERM OBJECTIVES 2020 (2012 – 2020)

Sales Annual increase (CAGR) by 5% to 7%

EBITDA Annual EBITDA margin between 19% and 22%

Table of contents

3 Letter to the Shareholders

4–8 Interim Group Management Report for the Period from January 1 to March 31, 2014

9–23

Condensed Consolidated Interim Financial Statements as of March 31, 2014

Highlights of the first quarter 2014

Group sales up by approximately 8% at local currency

Sales up 12% in emerging markets

EBITDA up 9% to € 101 million – EBITDA margin of 21.5%

Earnings per share rise disproportionately, up 13% to € 0.44

Market position expanding with planned acquisition of Diana

Symrise enjoyed an outstanding start to the 2014 fiscal year: We successfully took advantage of the robust market dynamics and demand in both divisions and generated strong sales and earnings increases. Growth impulses came from every region, with the emerging markets posting the most notable growth with a sales increase of 12%. In the first three months of the year, we increased sales by 8% at local currency to € 470 million. This means that we once again grew significantly faster than the global market for fragrances and flavors. The highest growth was achieved in the Latin America region, where we posted a sales increase of 15%. Here, we particularly benefited from high demand for savory products and sweets as well as in cosmetics and household applications. We were especially pleased that the EAME region continued its growth course from the previous year. The region posted a growth of 7% and therefore performed similarly to North America. There, in addition to organic growth, we reaped the benefits of our purchase of Belmay's fragrance activities – a great example of a value-enhancing acquisition. In the Asia/Pacific region, we increased sales by 6% at local currency with notably high demand in the Aroma Molecules and Life Essentials business units.

If you've been following us for a while, you know that we place a sharp focus on the bottom line. And we have excellent news to report here as well: Our EBITDA rose by 9% to € 101 million while our EBITDA margin achieved a very solid 21.5%. High capacity utilization and an advantageous sales mix in combination with continued strict cost management contributed to this high level of profitability.

Just a few days after the end of the first quarter, we announced an important strategic development: our planned acquisition of the French Diana Group. Diana is a highly profitable company and the worldwide leader in the field of pet food. Furthermore, Diana makes use of comprehensive backward integration with its natural raw materials. With the planned acquisition, we not only rise to become the global leader in pet food, we also substantially expand our raw material supplies and portfolio of natural flavors. As consumers increasingly focus on naturalness and become more interested in where their products come from, the importance of this move will only increase with time. Perhaps most importantly, though, it provides us with a further competitive advantage.

We have very positive expectations for the coming months. With commitment and motivation, we will continue Symrise AG's profitable growth. We look forward to sharing another successful year with you.

Dr. Heinz-Jürgen Bertram Chief Executive Officer

Interim Group Management Report for the Period from January 1 to March 31, 2014

Overview of Business Activities

Symrise develops, produces and sells fragrances and flavors as well as active ingredients for the cosmetics industry. Its customers include companies in the perfume, cosmetics and food industries, as well as manufacturers of household products. In addition, Symrise provides biofunctional and bioactive ingredients and substances to the health and personal care sector. In 2013, Symrise achieved sales of over € 1.8 billion, making it the fourth-largest company in the global flavor and fragrances market. The company sells its products in 160 countries. In 2013, Symrise generated 52% of sales in industrial countries in Western Europe, North America and parts of Asia. The number of customers served by Symrise totaled approximately 6,000 in 2013. The business model is built upon long-term relationships with our customers. As is typical in the industry, however, the order situation is characterized by orders at short notice, which is reflected in an order backlog of approximately one month's sales. A total of 48% of our sales were achieved in the emerging markets in Asia, Latin America, Africa, Middle East and Eastern Europe. There are about 6,000 employees working in the Symrise Group. With sites in 35 countries, we have a local presence in our most important sales markets. We supplement our internal growth through strategic acquisitions that offer us a stronger market position or access to important technologies as well as new market segments.

The Symrise Group was created by a merger between the German companies Haarmann&Reimer and Dragoco in 2003. The company celebrated its 10th anniversary in 2013. Symrise's roots date back to 1874 and 1919, when the two companies were founded. In 2006, Symrise AG entered the stock market with its initial public offering (IPO). Since then, Symrise stock has been listed in the Prime Standard segment of the German stock exchange. With a market capitalization of about € 4.0 billion at the end of 2013, Symrise stock is listed on the MDAX® index. Currently, 94% of the shares are in free float.

The two divisions, Scent&Care and Flavor&Nutrition, are responsible for our operating business. They each have their own research and development, purchasing, production, quality control, marketing and sales departments. This system allows internal processes to be accelerated. We aim to simplify procedures while making them customer-oriented and pragmatic. We place great value on fast and flexible decision-making.

Both business divisions have divided their organization into four regions with separate regional heads:

  • Europe, Africa and Middle East (EAME)
  • North America
  • Asia/Pacific
  • Latin America

Scent&Care is comprised of the Fragrances, Life Essentials, Aroma Molecules and Oral Care business units, with each of these units being globally active. The business units themselves are structured according to different application areas. Fragrances, for example, is composed of Fine Fragrances, Personal Care and Household.

Flavor&Nutrition concentrates on products in the Beverages, Savory, Sweet and Consumer Health application areas.

In addition, the Group has a Corporate Center which encompasses the central areas of finance and controlling, corporate communications, investor relations, legal affairs, human resources, corporate compliance, internal auditing and global process design in order to exploit cross-business synergies. Other supporting functions such as information technology are either outsourced to external service providers or bundled in separate Group companies. The latter have, in the divisions of technology, energy, safety, the environment and logistics, for example, business ties to customers outside the Group.

Symrise's headquarters are located in Holzminden, Germany. At this site, the Group's largest, Symrise employs around 2,200 people in the areas of research, development, production, marketing and sales. A large number of Corporate Center employees are also based in Holzminden. The company has regional headquarters in the USA (Teterboro, New Jersey), Brazil (São Paulo) and Singapore. Important production facilities are located in Germany, Brazil, Mexico, Singapore, China and the USA. Symrise has development centers notably in Germany, Brazil, China, France, Singapore and the USA. We have sales branches in more than 30 countries.

Business Environment

The international economic landscape is improving in 2014. In its spring outlook, the International Monetary Fund (IMF) forecasts an increase in the growth rate for the global economy to 3.6% for 2014, following growth of 3.0% in 2013. Particularly the industrialized nations are showing positive development with the average growth rate for economic output anticipated to rise from 1.3% to 2.2%. The rate of growth for the emerging and developing countries is expected to increase only slightly from 4.7% to 4.9%.

A key growth impulse for the global economy will come from the USA, whose economic output increased by about 3% in the second half of 2013. Driven by strong exports and a pronounced inventory build-up, the US economy could expand by 2.8% in 2014. The eurozone overcame its protracted recession phase over the course of 2013 and is forecast to achieve economic growth of 1.2% in 2014, with Spain (+ 0.9%) and Italy (+ 0.6%) recording their first growth in years. The German economy should also continue to gain momentum in 2014: The German Council of Economic Experts raised its forecast for the growth rate of the country's gross domestic product to 1.9% in March. Alongside private consumer spending, investments in equipment should also be strong this year.

The emerging and developing countries are benefiting from the increased demand stemming from industrialized nations and the devaluation of their currencies. Resistance could be felt from a weakening in investment activity in connection with a reduced inflow of foreign capital and tighter domestic financing conditions. The Chinese (+ 7.5%) and Indian (+ 5.4%) economies are forecast to expand at above-average rates. This is contrasted by slower growth in Latin America, where the gains are expected to

amount to 1.8% in Brazil and 3.0% in Mexico. In Eastern Europe, reservations surround the projected economic recovery as a result of the political developments in Ukraine.

Result of Operations

1. Group Sales Performance

The Symrise Group generated sales of € 470 million in the first quarter of 2014, which corresponds to growth of 3% (at local currency: 8%) compared to the previous year. In the Scent& Care division, sales amounted to € 255 million in the first three months of 2014, representing growth of 4% (at local currency: 9%) compared to the same period in the previous year. Flavor&Nutrition increased sales by 1% (at local currency: 6%) to € 215 million.

Sales in the EAME region developed well, particularly in the emerging markets of Africa and Middle East as well as Eastern Europe, with sales up by 7% at local currency compared to the same period in the previous year. Business in North America also showed strong sales growth with an increase of 7% at local currency. The Asia/Pacific region also posted solid growth figures with a sales increase of 6% at local currency. In Latin America, Symrise achieved its highest sales growth within the Group – growing by 15% at local currency in the first quarter.

Sales in the emerging markets exceeded the previous year's figures by 12% at local currency, thereby growing much more quickly than the Group's overall sales. As in the previous year, the emerging markets' share of total Group sales amounted to approximately 48%.

Sales by Region

Q1 2013 Q1 2014 Change in% Change in%
at local currency
210.4 222.3 6 7
86.2 89.4 4 7
105.3 104.6 –1 6
55.6 53.4 –4 15
457.6 469.6 3 8

2. Scent & Care Division

Sales

The Scent&Care division posted sales of € 255 million in the first quarter of 2014, growing by 4% compared to the first quarter of the previous year. At local currency, this corresponds to an increase of 9%. We were able to increase our sales considerably in every region compared to the first quarter of the previous year.

High, double-digit growth rates were achieved in the Fragrances and Life Essentials business units. The Aroma Molecules business unit managed to continue its high sales trend from the same period of the previous year at local currency, characterized in particular by the expansion of our menthol capacities.

The Regions

Sales in the EAME region developed positively in the first quarter of 2014 and increased by 9% at local currency. Particularly the business units Fragrances and Life Essentials managed to considerably expand their sales in the application areas Household and UV Filter.

Sales at local currency rose by 9% in North America in the first quarter of 2014. This dynamic development is especially attributable to the business unit Fragrances and the takeover of the American company Belmay. The acquisition from the previous year sustainably strengthens our market penetration in the Fine Fragrances, Personal Care and Air Care application areas, while providing us with access to new customer groups.

In the first quarter of 2014, sales in the Asia/Pacific region exceeded those of the previous year by 8% at local currency. The business units Aroma Molecules and Life Essentials particularly contributed to the positive development – achieving double-digit growth rates. China, Japan, South Korea and India also posted especially strong growth rates in sales during the first quarter.

In the Latin America region, the Scent&Care division expanded sales by 13% at local currency in the first quarter. Here, the business units Fragrances and Life Essentials saw particularly good sales performance in the application areas Personal Care, Household and UV Filter.

3. Flavor & Nutrition Division

Sales

In the first quarter of 2014, Flavor&Nutrition generated sales of € 215 million. This corresponds to an increase of 1% (at local currency: 6%) compared to sales achieved in the same period in the previous year. The most notable sales growth was achieved

in the Latin America region, with an increase in sales of 18% at local currency.

The Regions

Sales rose by 6% at local currency in the EAME region. The highest growth rates were achieved in the emerging markets of Africa, Middle East and Eastern Europe. Sales in Egypt, Russia, Nigeria and South Africa saw particularly strong gains during the period. The established markets of Western Europe also posted growth – with the UK, Austria and Spain leading the way. The application area Culinary Aromatizations performed particularly well. Our vanilla and mint aromatizations also continued their growth trend.

In the North America region, we achieved growth at local currency of 5% in the first quarter. Key growth drivers were once again the application areas Sweet and Savory, where we were able to generate new business with regional customers in particular.

The Asia/Pacific region achieved growth of 4% at local currency in the first three months. Indonesia, India, Malaysia and Thailand showed especially dynamic sales developments. By contrast, sales performance in Japan was reserved due to a delayed order from a major customer. The highest growth rates in the region were achieved in the application areas Savory, Beverages and Consumer Health.

Flavor&Nutrition achieved its highest growth for the first quarter in the Latin America region. Compared to the previous year, sales increased by 18% at local currency. The markets in Argentina and Brazil were the leading contributors to this positive sales performance. The application areas Savory and Sweet showed the strongest dynamic in this region as well. Here, we realized important growth with our global and regional customers.

4. Earnings Situation

Operating Result

Earnings development was positive in the first quarter of 2014. The cost of sales rose by 1% to € 267 million and therefore increased at a lower rate than sales. Compared to the same period of the previous year, gross profit improved by € 9 million to € 203 million – representing an increase of 5%. At 43.2%, the gross margin was up 0.9 percentage points from 42.3% in the first three months of the previous year. Selling and marketing expenses were down by 1% from the previous year to € 71 million. R&D expenses also decreased by 1% to € 31 million. The R&D ratio therefore amounted to 6.6% (Q1 2013: 6.8%). Administration expenses totaled € 24 million and were therefore 1% higher than in the previous year.

Earnings before interest, taxes, depreciation and amortization on property, plant and equipment and intangible assets (EBITDA) increased disproportionately in the first three months of 2014 – up by 9% to € 101 million (Q1 2013: € 93 million). The EBITDA margin for the Group improved to 21.5% compared to 20.3% in the same period of the previous year.

Scent&Care generated an EBITDA of € 58 million in the first quarter of 2014. EBITDA therefore rose by 18% compared to the previous year. The EBITDA margin amounted to 22.7%, compared to 20.0% in the same period of the previous year.

For the first three months of 2014, EBITDA for the Flavor&Nutrition division was 2% lower than in the previous year at € 43 million. The EBITDA margin therefore amounted to 20.0% compared to 20.6% in the first quarter of the previous year.

Financial Result

The financial result for the first three months of 2014 improved by about 8% and amounted to € -8 million. The net interest charge amounted to € 8 million as in the previous year.

Taxes

Tax expenses recognized in the consolidated income statement for the first three months of 2014 amount to roughly € 19 million. This corresponds to a tax rate in the same period of the previous year of about 27%.

Net Income and Earnings Per Share

Net income for the first three months of 2014 amounted to € 52 million. This represents an increase of € 6 million compared to the same period in the previous year (Q1 2013: € 46 million). Earnings per share also improved by 13% to € 0.44 in the first three months of 2014 (2013: € 0.39).

Financial Position

Over the course of the first quarter of 2014, Symrise reduced current bank liabilities by € 26 million thanks to the once again high positive cash flow. Only USD 10 million of the revolving credit

line for € 300 million is currently being used, meaning that Symrise has access to nearly the full amount. Net debt decreased by € 21 million to € 392 million compared to December 31, 2013, while the ratio of net debt (incl. provisions for pensions and similar obligations) to EBITDA totaled 2.0.

Employees

As of March 31, 2014, the Group employed 5,993 people (not including trainees and apprentices) worldwide. In comparison to December 31, 2013 (5,959), this represents an addition of 34 employees. The production and technology area posted the strongest growth in personnel. Employee figures remained nearly unchanged in the administration and research and development departments as well as in the service companies.

Opportunities and Risk Report

No risks in accordance with Section 91 (2) of the German Stock Corporation Act (AktG) that could endanger the continued existence of the Symrise Group can be identified at present.

A detailed discussion of the opportunities and risks as well as a description of the risk management system can be found in the 2013 financial report on pages 26 et seq. The statements made there remain essentially unchanged.

Outlook

After a good start to the year with a successful first quarter, Symrise is confirming its growth and profitability goals for 2014. The Group remains confident that it will continue to grow at a faster pace than the relevant market for fragrances and flavors over the remainder of the year. According to our own estimates and corporate data, the relevant market is expected to grow by 2 to 3% worldwide for the current year. The long-term growth trends remain intact in both the established markets as well as the emerging markets. Both divisions – Scent&Care and Flavor& Nutrition – continue to expect sales growth at local currency notably above the market rate. We will continue our strict cost

Overview of Earnings

€ million Q1 2013 Q1 2014 Change in% Change in%
at local currency
EBITDA 92.8 101.0 9 12
EBITDA margin
in%
20.3 21.5
EBIT 71.6 79.6 11 15
EBIT margin
in%
15.6 16.9

Number of Employees by Function

December 31, 2013 March 31, 2014 Change in%
Production&technology 2,431 2,466 + 1
Sales&marketing 1,561 1,572 + 1
Research&development 1,160 1,155 0
Administration 440 434 - 1
Service companies 367 366 0
Total 5,959 5,993 +1

(not including trainees and apprentices)

management and keep the focus on high-yield business to maintain our solid profitability. This includes initiatives such as consistent price management, portfolio optimization and the development of innovative products and technologies. For 2014, we currently expect that raw materials prices will remain at their 2013 levels and that the relevant exchange rates will not change significantly. On this basis, we continue to expect an EBITDA margin of approximately 20% for the Group for the full year 2014.

The Executive Board at Symrise AG sees the company as being optimally positioned to continue developing in core segments and in growth regions. The three pillars of our strategy remain unchanged. They stand for the continued improvement of our competitive position and the expansion of our business:

  • Growth: We strengthen our cooperation with our customers around the world and expand our business in the emerging markets.
  • Efficiency: We constantly work to improve our processes and concentrate on products with a high level of value creation. We work cost-consciously in every division.
  • Portfolio: We tap into new markets and market segments. To achieve this, we continue to expand our expertise in the areas of nutrition and care.

We want to continue our organic growth. When it appears sensible and creates added value, we will make acquisitions or forge strategic alliances – both to ensure ourselves access to new technologies, markets and customers as well as also ensuring that we can sustainably maintain our raw material supplies.

Subsequent Report

On April 12, Symrise AG made a binding offer to the owners of the Diana Group with regard to the purchase of all shares in the company. Diana is a globally leading provider of natural, functional solutions in the areas of nutrition, pet food, food supplements, aquacultures and cosmetics. Moreover, Diana is a technology leader in plant-based cell cultures and is involved in the production of active ingredients in the areas of nutrition, cosmetics and health. Diana supports its customers in sustainably improving the flavor and nutritional quality of their products. The company is headquartered in the French city of Vannes and operates production sites and sales branches in 23 countries in Europe, North and Latin America as well as Asia. With more than 2,000 employees, the company generated sales of approximately € 425 million in the 2013 fiscal year as well as an EBITDA margin of about 21%.

With the planned transaction, Symrise will substantially expand its market position in the Flavor&Nutrition division, intensify backward integration for raw materials and enter the highly attractive market segment for pet food.

The investment would total approximately € 1.3 billion. Symrise has secured corresponding bridge financing. The final financing structure will consist of debt and equity instruments. The company expects that the acquisition will make a positive contribution to earnings per share starting in 2015.

The planned transaction requires consultation with Diana's employee representatives, which is mandatory in France, as well as approval from antitrust authorities. The transaction is expected to be finalized in the third quarter of 2014.

Condensed Consolidated Interim Financial Statements as of March 31, 2014

Consolidated Income Statement

Notes Q1 2013 Q1 2014
469,650
–263,936 –266,624
193,645 203,026
5 4,781 3,154
–71,865 –71,483
–31,050 –30,891
–23,588 –23,863
–373 –383
71,550 79,560
441 343
–9,370 –8,543
6 –8,929 –8,200
62,621 71,360
7 –16,624 –19,492
45,997 51,868
0.44
4
8
457,581
0.39

Consolidated Statement of Comprehensive Income

T€ Q1 2013 Q1 2014
Net income for the period 45,997 51,868
Items that may be reclassified subsequently to profit or loss
Exchange rate differences resulting from the translation of foreign operations 14,821 –3,648
Change in fair value of financial assets available for sale 14 21
Gains and losses from cash flow hedges (currency hedges) –391 –143
Income taxes payable on these components –850 –68
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit pension plans and similar obligations 21,636 –21,620
Income taxes payable on these components –6,655 6,621
Other comprehensive income 28,575 –18,837
Total comprehensive income 74,572 33,031

Consolidated Statement of Financial Position

Consolidated Statement of Financial Position

T€
Notes
December 31, 2013 March 31, 2014
ASSETS
Current assets
Cash and cash equivalents 135,343 132,851
Trade receivables 321,547 357,063
Inventories 368,567 369,909
Other assets and receivables
9
36,246 41,857
Financial assets
10
2,324 6,427
Current tax assets 8,341 8,940
872,368 917,047
Non-current assets
Deferred tax assets 46,192 50,241
Other assets and receivables
9
7,107 6,563
Financial assets
10
15,112 10,697
Investments in associates
11
15,082 22,421
Investment property
12
2,583 2,672
Intangible assets
13
812,356 801,941
Property, plant and equipment
14
439,622 439,681
1,338,054 1,334,216
TOTA
L ASSETS
2,210,422 2,251,263

Consolidated Statement of Financial Position

Consolidated Statement of Financial Position

T€
Notes
December 31, 2013 March 31, 2014
LIABILITIE
S
Current liabilities
Trade payables 150,799 149,562
Borrowings 15
40,999
18,810
Other liabilities 16
75,921
81,191
Other provisions 17
5,048
4,092
Financial liabilities 19
4,003
8,209
Current tax liabilities 51,332 58,962
328,102 320,826
Non-current liabilities
Borrowings 15
506,741
505,591
Other liabilities 2,211 1,868
Other provisions 17
14,538
14,349
Provisions for pensions and similar obligations 18
332,400
356,975
Financial liabilities 19
6,968
2,704
Deferred tax liabilities 68,399 64,856
931,257 946,343
TOTA
L LIABILITIES
1,259,359 1,267,169
EQUITY
Share capital 118,173 118,173
Capital reserve 970,911 970,911
Revaluation reserve 2,735 2,735
Fair value reserve –12 3
Cash flow hedge reserve 133 36
Reserve for remeasurements (pensions) –80,543 –95,542
Cumulative translation differences –70,553 –74,309
Accumulated profit 10,219 62,087
TOTA
L EQUITY
951,063 984,094
TOTA
L LIABILITIES AND
EQUITY
2,210,422 2,251,263

Consolidated Interim Financial Statements

Consolidated Statement of Cash Flows

Consolidated Statement of Cash Flows

T€ Notes Q1 2013 Q1 2014
Net income for the period 45,997 51,868
Result from investments in associates 6 –32 –4
Income tax expense 7 16,624 19,492
Interest result 6 8,357 7,991
Sub-total 70,946 79,347
Amortization, depreciation and impairment losses on non-current assets 21,228 21,403
Change in non-current provisions and liabilities 8,606 –3,378
Change in non-current assets –7,802 4,950
Change in fair value of investment property –1,673 0
Unrealized currency translation effects –3,529 1,308
Other non-cash items –862 88
Sub-total 15,968 24,371
Cash flow before working capital changes 86,914 103,718
Increase in trade receivables or other assets that are not attributable to investing
or financing activities
–51,775 –46,969
Increase in inventories –19,226 –2,210
Increase in trade payables or other liabilities that are not attributable to investing
or financing activities
21,038 8,104
Income taxes paid –10,506 –13,240
Cash flow from operating activities 26,445 49,403
Payments for business combinations –67,141 0
Payments for investments in intangible assets and property, plant and equipment
as well as for non-current financial assets and investments in associates
–11,635 –21,184
Cash flow from investing activities –78,776 –21,184
Proceeds from bank borrowings 70,425 257
Redemption of bank borrowings –26,146 –26,042
Interest paid –246 –3,021
Cash flow from financing activities 44,033 –28,806
Net change in cash and cash equivalents –8,298 –587
Effects of changes in exchange rates 4,256 –1,905
Cash and cash equivalents as of January 1 117,445 135,343
Cash and cash equivalents as of March 31 113,403 132,851

Consolidated Statement of Changes in Equity

T€ Share
capital
Capital
reserve
Revaluation
reserve
Fair value
reserve
Cash flow
hedge
reserve
(currency
hedges)
Reserve
for remea
surements
(pensions)
Cumulative
translation
differences
Accumu
lated
deficit
Total
equity
January 1, 2013 118,173 970,911 2,808 –900 112 –111,300 –15,192 –85,304 879,308
Net income for the period 0 0 0 0 0 0 0 45,997 45,997
Other comprehensive income 0 0 0 0 –288 14,981 13,882 0 28,575
Total comprehensive income 0 0 0 0 –288 14,981 13,882 45,997 74,572
Reclassification from financial
instruments (available for sale)
to investments in associates
0 0 0 926 0 0 0 51 977
Dividends paid 0 0 0 0 0 0 0 0 0
March 31, 2013 118,173 970,911 2,808 26 –176 –96,319 –1,310 –39,256 954,857
T€ Share
capital
Capital
reserve
Revaluation
reserve
Fair value
reserve
Cash flow
hedge
reserve
(currency
hedges)
Reserve
for remea
surements
(pensions)
Cumulative
translation
differences
Accumu
lated
deficit
Total
equity
January 1, 2014 118,173 970,911 2,735 –12 133 –80,543 –70,553 10,219 951,063
Net income for the period 0 0 0 0 0 0 0 51,868 51,868
Other comprehensive income 0 0 0 15 –97 –14,999 –3,756 0 –18,837
Total comprehensive income 0 0 0 15 –97 –14,999 –3,756 51,868 33,031
Dividends paid 0 0 0 0 0 0 0 0 0
March 31, 2014 118,173 970,911 2,735 3 36 –95,542 –74,309 62,087 984,094

Notes

1. General Information

The condensed interim consolidated financial statements as of March 31, 2014, for Symrise Aktiengesellschaft (AG), hereafter referred to as "we" or "Symrise," were approved for submission to the Supervisory Board's Auditing Committee and subsequent publication by a resolution of the Executive Board on April 29, 2014.

These condensed consolidated interim financial statements as of March 31, 2014, have neither been audited in accordance with Section 317 of the German Commercial Code (HGB) nor have they been the subject of audit review procedures by an auditor.

Business activities in both the Scent&Care and Flavor&Nutrition segments are hardly subject to seasonal influences. Some limited seasonal effects may occur in individual business units or application areas.

Average rate = € 1
Currency December 31, 2013 March 31, 2014 Q1 2013 Q1 2014
British Pound GBP 0.833 0.829 0.852 0.828
US Dollar USD 1.377 1.380 1.321 1.370
Mexican Peso MXN 18.027 18.010 16.710 18.135
Brazilian Real BRL 3.252 3.123 2.638 3.240
Singapore Dollar SGD 1.739 1.738 1.635 1.738
Chinese Renminbi CNY 8.334 8.579 8.224 8.359
Closing rate = € 1

The most relevant exchange rates for Symrise developed as follows during the past three months:

2. Accounting Policies

Symrise has prepared its condensed consolidated interim financial statements as of March 31, 2014, in accordance with the International Financial Reporting Standards (IFRS) and their related interpretations (IFRIC) published by the International Accounting Standards Board (IASB) as mandatorily applicable within the European Union (EU). The existing deviations from the applicable IFRS that were approved by the IASB and those adopted by the EU have no effect on this report. The consolidated interim financial statements have been prepared in compliance with International Accounting Standard (IAS) 34 – Interim Financial Reporting.

The same accounting policies that were used in preparing the consolidated financial statements as of December 31, 2013, which are described in the Notes section of that report under note 2, were also used for this report. Furthermore, the mandatory IFRS revisions and additions have been applied to the interim financial statements from January 1, 2014:

IFRS 10 "Consolidated Financial Statements" creates a uniform basis for the definition of a parent-subsidiary-relationship and the precise definition of the scope of consolidation. In this regard, the new standard replaces the previously relevant regulations in IAS 27 "Consolidated and Separate Financial Statements" and SIC 12 "Consolidation – Special Purpose Entities." IFRS 11 "Joint Arrangements" regulates the accounting of cases where a company has joint control over a joint venture or a joint operation. In this context, IAS 28 "Investments in Associates" was accordingly modified so that companies are required to measure their interests in joint ventures and associated companies according to the equity method; the application of proportional consolidation for joint ventures is therefore not applied. IFRS 12 "Disclosures of Interests in Other Entities" summarizes the disclosure requirements for the interests of a company towards subsidiaries, joint arrangements, associated companies and structured companies into a comprehensive standard. The Amendments to IFRS 10, IFRS 11 and IFRS 12 "Transition Guidance" contain a clarification and additional simplifications for the transition to IFRS 10, IFRS 11 and IFRS 12. As a result, adjusted comparative information is only required for the previous comparative period. Further, the requirement on disclosures of comparative information for periods that began prior to the initial application of IFRS 12 is negated in connection with notes on non-consolidated structured entities. The application of the new standards had no impact on Symrise's consolidated interim financial statements. Disclosures pursuant to IFRS 12 will be presented in the notes at the end of the fiscal year.

  • Amendments to IAS 32 "Offsetting Financial Assets and Financial Liabilities" clarify which requirements exist for offsetting financial instruments. In the amendment, the meaning of the current legal right to offsetting is explained and clarifies which methods with gross settlement as net settlement can be considered in accordance with the standard. The effects of this amendment were of limited significance for Symrise's consolidated interim financial statements.
  • According to the Amendment to IAS 39 "Novation of Derivatives and Continuation of Hedge Accounting," derivatives remain designated as hedging instruments in ongoing hedging relationships despite a novation of a hedging instrument to a central counterparty as a result of legal requirements under certain circumstances. The changes had no impact on Symrise's consolidated interim financial statements.

In compliance with IAS 34, the condensed interim financial statements do not provide the full information and disclosures that are required in the consolidated financial statements for the full fiscal year and the condensed interim financial statements should therefore be read in conjunction with the consolidated financial statements as of December 31, 2013.

Due to rounding, small differences may arise in this report when total amounts are disclosed or percentages are calculated.

3. Scope of Consolidation

The changes to the scope of consolidation during the reporting period are presented in the following table:

December 31, 2013 Additions March 31, 2014
Fully consolidated subsidiaries
Domestic 11 0 11
Foreign 44 1 45
Associated companies accounted for using the equity method
Foreign 2 0 2
Total 57 1 58

The addition to the scope of consolidation resulted from the founding of Symrise IP-Holding GCV, Belgium.

4. Segment Reporting

T€ Q1 2013 Q1 2014
Sales 457,581 469,650
Scent&Care 245,002 254,615
Flavor&Nutrition 212,579 215,035
EBITDA 92,778 100,963
Scent&Care 48,888 57,918
Flavor&Nutrition 43,890 43,045
Amortization, depreciation and impairment losses on non-current assets –21,228 –21,403
Scent&Care –10,599 –10,728
Flavor&Nutrition –10,629 –10,675
EBIT 71,550 79,560
Scent&Care 38,289 47,190
Flavor&Nutrition 33,261 32,370
Financial result –8,929 –8,200
Income before income taxes 62,621 71,360

The operational results of the business divisions are monitored separately by management in order to be able to make decisions concerning the allocation of resources and to determine the profitability of the units. The profitability of the segments is assessed based on their income from operations before depreciation, amortization and impairment on property, plant and equipment and intangible assets (EBITDA). The financing of the Group (including financial expenses and financial income) and taxation of income are areas that are managed at Group level and are not allocated to the individual business segments.

For information on the development of our segments Scent&Care and Flavor&Nutrition, please refer to the accompanying management report.

Notes

5. Other Operating Income

This item particularly contains income from the reversal of impairments on receivables. It also contains income from service units, meaning logistical, technical and security-related services rendered by Group companies to third parties, as well as income from insurance claims and government subsidies.

6. Financial Result

T€ Q1 2013 Q1 2014
Interest income
from bank deposits 242 228
other 54 94
Interest income 296 322
Other financial income 113 17
Result from investments in associates 32 4
Financial income 441 343
Interest expenses
from bank loans –843 –602
from other loans –4,483 –4,400
other –3,327 –3,311
Interest expenses –8,653 –8,313
Foreign currency gains/losses primarily from internal Group lending –530 46
Other financial expenses –187 –276
Financial expenses –9,370 –8,543
Financial result –8,929 –8,200
thereof interest result –8,357 –7,991
thereof other financial result –572 –209

7. Income Taxes

Current taxes paid or owed in individual countries and deferred taxes are disclosed as income taxes.

T€ Q1 2013 Q1 2014
Current tax expense 23,036 20,433
Deferred tax expense –6,412 –941
Income taxes 16,624 19,492
Effective tax rate (in%) 26.5 27.3

8. Earnings Per Share

Basic earnings per share are calculated by dividing the profit attributable to the holders of the parent company's ordinary shares by the weighted average number of ordinary shares outstanding during the reporting period.

No option or conversion rights were issued in the first three months of 2014 or in the year 2013. As a consequence, there is no dilutive effect on the earnings per share. The diluted and basic results are therefore identical.

Q1 2013 Q1 2014
Earnings per share (€) 0.39 0.44
Weighted average number of ordinary shares (in shares) 118,173,300 118,173,300

9. Other Current and Non- current Asse ts and Receivables

The items mainly include advance payments made and deferred listing fees (current: € 19.8 million, non-current: € 6.3 million; December 31, 2013: current: € 15.5 million, non-current: € 6.8 million) as well as current value-added tax and other non-income tax receivables (€ 20.1 million; December 31, 2013: € 19.3 million).

10. Current and Non- current Financial Asse ts

The financial assets mainly contain fiduciary account balances in connection with the processing of the acquisition of the Belmay Group in the 2013 fiscal year (current: € 4.3 million, non-current: € 2.9 million; December 31, 2013: current: € 0.0 million, non-current: € 7.3 million).

Moreover, non-current financial assets mainly contain securities amounting to € 5.3 million (December 31, 2013: € 5.3 million), non-current loans to customers and employees (€ 1.3 million; December 31, 2013: € 1.4 million) as well as collateral pledged (€ 1.1 million; December 31, 2013: € 1.1 million).

11. Investments in Associates

The successive purchase of additional shares in Probi AB, Sweden, led Symrise's holdings in the company to exceed the 30% threshold in January 2014, which required Symrise to present the other Probi shareholders with a mandatory public offer in the first quarter. The offer price amounted to SEK 40.10 per share.

In total, 1.6 million shares (16.6%) were tendered to Symrise. The resulting acquisition costs amounted to € 7.3 million.

As a result, Symrise held a 46.6% stake in Probi AB, Sweden, as of the reporting date.

The shares continue to be accounted for using the equity method. The carrying amount of the investment in the associate totaled € 22.4 million as of March 31, 2014.

Notes

12. Investment Propert y

Investment property refers to property and buildings in Switzerland that are being held for the purpose of capital appreciation.

T€ Investment property
January 1, 2014 2,583
Additions 72
Fair value changes
Recognized in profit or loss 0
Currency translation effects 17
March 31, 2014 2,672

Fair value is determined using market value simulation. This resulted in an underlying price range of CHF 130 to 255 per square meter.

13. Intangible Asse ts

In the first three months of 2014, investments in intangible assets amounted to € 1.0 million (March 31, 2013: € 73.5 million). In the previous year, additions were mainly related to the business combination with the Belmay Group (€ 71.5 million).

14. Propert y, Plant and Equipment

In the first three months of 2014, € 11.2 million (March 31, 2013: € 9.6 million) was invested in property, plant and equipment.

15. Current and Non- current Borrowings

Current borrowings Non-current borrowings
T€ December 31, 2013 March 31, 2014 December 31, 2013 March 31, 2014
Bank borrowings 37,077 13,019 82,177 81,151
Other borrowings 53 54 424,564 424,440
Accrued interest 3,869 5,737 0 0
Total 40,999 18,810 506,741 505,591

Net debt is determined as follows:

T€ December 31, 2013 March 31, 2014
Borrowings 547,740 524,401
Cash and cash equivalents –135,343 –132,851
Net debt 412,397 391,550
Provisions for pensions and similar obligations 332,400 356,975
Net debt incl. provisions for pensions and similar obligations 744,797 748,525
EBITDA* 373,137 381,322
Net debt/EBITDA
*
1.1 1.0
Net debt incl. provisions for pensions and similar obligations/EBITDA
*
2.0 2.0

*EBITDA of the last 12 months

16. Other Current Liabilities

Other current liabilities mainly comprise employee-related liabilities (€ 43.4 million; December 31, 2013: € 39.4 million), liabilities to customers (€ 10.1 million; December 31, 2013: € 11.1 million), taxes on wages/salaries, social security contributions and other social benefits (€ 9.6 million; December 31, 2013: € 11.4 million) and liabilities for taxes other than income taxes (€ 9.0 million; December 31, 2013: € 6.0 million).

17. Other Current and Non- current Provisions

Other current provisions mainly include provisions for the reorganization of individual departments (€ 1.5 million; December 31, 2013: € 2.0 million) and performance-based remuneration (€ 1.3 million; December 31, 2013: € 1.8 million).

Other non-current provisions chiefly include provisions for jubilee obligations (€ 7.8 million; December 31, 2013: € 7.8 million), restoration obligations (€ 2.9 million; December 31, 2013: € 2.9 million) and litigation (€ 2.0 million; December 31, 2013: € 1.4 million).

18. Provisions for Pensions and Similar Obligations

Provisions for pensions and similar obligations increased by € 24.6 million to € 357.0 million during the reporting period.

19. Current and Non- current Financial Liabilities

Financial liabilities mainly correspond to the portion of the purchase price obligation relating to the acquisition of the Belmay Group in 2013 that was not immediately due (current: € 7.2 million, non-current: € 2.7 million; December 31, 2013: current: € 2.8 million, non-current € 7.0 million).

20. Additional Information on Financial Instruments and the Measurement of Fair Value

Value recognized under IAS 39
March 31, 2014
T€
Carrying
amount
Amortized
cost
Fair value in
other com
prehensive
income
Fair value in
profit or loss
Fair Value
ASSETS
Loans and receivables (LaR) 501,543 501,543 501,543
Cash and cash equivalents 132,851 132,851 132,851
Trade receivables 357,063 357,063 357,063
Other financial assets 11,629 11,629 11,629
Financial assets available for sale (AfS) 5,320 5,320 5,320
Securities 3,361 3,361 3,361
Other financial assets 1,959 1,959 1,959
Financial assets held for trading (FAHfT) 94 94 94
Derivative financial instruments without hedge relationship 94 94 94
Derivative financial instruments with hedge relationship (n.a.) 81 81 81
LIABILITIES AND
EQUITY
Financial liabilities measured at amortized cost (FLAC) 674,823 674,823 706,316
Trade payables 149,562 149,562 149,562
Borrowings (current and non-current) 524,401 524,401 555,894
Other financial liabilities 860 860 860
Financial liabilities at fair value through profit or loss
(FLaFVtPL)
9,865 9,865 9,865
Other financial liabilities 9,865 9,865 9,865
Financial liabilities held for trading (FLHfT) 150 150 150
Derivative financial instruments without hedge relationship 150 150 150
Derivative financial instruments with hedge relationship (n.a.) 38 38 38

Information on Financial Instruments According to Category

The following table shows the recurring basis for the assets and liabilities measured at fair value on the balance sheet:

March 31, 2014
T€ Level 1 Level 2 Level 3 Total
Ass
ets
Securities AfS 3,361 3,361
Other financial assets AfS 1,959 1,959
Derivative financial instruments without hedge relationship FAHfT 94 94
Derivative financial instruments with hedge relationship n.a. 81 81
Investment property n.a. 2,672 2,672
Liabili
ties and equity
Contingent purchase price obligation FLaFVtPL 9,865 9,865
Derivative financial instruments without hedge relationship FLHfT 150 150
Derivative financial instruments with hedge relationship n.a. 38 38

The financial assets classified as available for sale in Level 1 relate to securities, whose fair value as of the reporting date were determined based on quoted market prices from the closing date on active markets.

The valid forward exchange rates of partner banks are used as the valuation rates for the mark-to-market valuation of forward contracts in Level 2 for currency forwards. The forward exchange rates are established by the interest difference of the currencies involved while accounting for term duration.

The following table shows both the valuation methods and non-observable input factors for the recurring measurement of fair value in Level 3 of the fair value hierarchy. The measurement is performed regularly by corporate headquarters.

Type Valuation method Non-observable input factors March 31, 2014
Weighted average cost of capital 13.5 %
Terminal growth rate 3.0 %
Other financial assets Discounted cash flow EBITDA margin Ø 9.1 %
Present value of the payments relating to Discount rate 4.04 %
Contingent purchase the obligation based on the Group's average
refinancing rate while accounting for the proba
Sales 80 %
price obligation bility of occurrence (sales and damage claim) Damage claim 0 %

Notes

Other financial assets Contingent purchase
price obligation
1,959 9,788
0 98
0 0
0 –21
1,959 9,865

Reconciliation of the fair value measurement of assets within Level 3 of the fair value hierarchy:

The fair value changes from the other financial assets were recognized in other comprehensive income. The fair value changes relating to the contingent purchase price obligation are recognized in other operating income and expenses. Fair value changes arising as effects of interest accrued are recognized in the financial result.

21. Events af ter the Reporting Period

Other Financial Obligations

Symrise AG made a binding offer to the owners of the Diana Group on April 12, 2014. Diana is a globally leading provider of natural, functional solutions in the areas of nutrition, pet food, food supplements, aquacultures and cosmetics. Moreover, Diana is a technology leader in plant-based cell cultures and is involved in the production of active ingredients in the areas of nutrition, cosmetics and health. The investment would total approximately € 1.3 billion. The planned transaction requires consultation with Diana's employee representatives, which is mandatory in France, as well as approval from antitrust authorities. The transaction is expected to be finalized in the third quarter.

Financing

The financing of the previously described acquisition would mainly consist of debt and equity instruments.

Holzminden, April 29, 2014

Symrise AG The Executive Board

Dr. Heinz-Jürgen Bertram Achim Daub

Hans Holger Gliewe Bernd Hirsch

Imprint

Publisher

Symrise AG Mühlenfeldstrasse 1 Corporate Communications 37603 Holzminden Germany T +495531.90–0 F +495531.90–1649

Concept, DEsign and Realization

3st kommunikation, Mainz

PRinting

caPRI Print + Medien GmbH, Wiesbaden

Financial Calendar

maY 14, 2014 Annual General Meeting

August 7, 2014 Interim Report 2nd Quarter 2014

november 4, 2014 Interim Report 3rd Quarter 2014

The German version of this Interim Report is legally binding. German and English online versions are available on the Web at www.symrise.com

The latest version of the Interim Report is available on our website.

Disclaimer

This document contains forward-looking statements, which are based on the current estimates and assumptions by the corporate management of Symrise AG. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate, and similar formulations. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Symrise AG and its affiliated companies depend on a number of risks and uncertainties, and may, therefore, differ materially from the forward-looking statements. Many of these factors are outside Symrise's control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. Symrise neither plans nor undertakes to update any forward-looking statements.

Symrise AG Mühlenfeldstrasse 1 37603 Holzminden Germany

www.symrise.com • www.symrise.com/en/investor-relations